STRUCTURED ASSET MORTGAGE INVESTMENTS INC.,

                                     SELLER,

                              INDYMAC BANK, F.S.B.,

                                MASTER SERVICER,

                         BANK ONE, NATIONAL ASSOCIATION,

                                     TRUSTEE

                                       and

                            EMC MORTGAGE CORPORATION



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

                         POOLING AND SERVICING AGREEMENT

                          Dated as of November 1, 2001

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


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

                                 Series 2001-H2



<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........................................................34
Section 2.02.     ACCEPTANCE OF MORTGAGE LOANS BY TRUSTEE........................................................35
Section 2.03.     ASSIGNMENT OF INTEREST IN THE MORTGAGE LOAN PURCHASE AGREEMENT.................................37
Section 2.04.     SUBSTITUTION OF MORTGAGE LOANS.................................................................39
Section 2.05.     ISSUANCE OF CERTIFICATES.......................................................................40
Section 2.06.     REPRESENTATIONS AND WARRANTIES CONCERNING THE SELLER...........................................40
 .................................................................................................................42

                                                    ARTICLE III

Administration and Servicing of Mortgage Loans
Section 3.01.     MASTER SERVICER TO SERVICE MORTGAGE LOANS......................................................42
Section 3.02.     SUBSERVICING, ENFORCEMENT OF THE OBLIGATIONS OF SUBSERVICERS...................................43
Section 3.03.     RIGHTS OF THE SELLER IN RESPECT OF THE MASTER SERVICER.........................................44
Section 3.04.     NO CONTRACTUAL RELATIONSHIP BETWEEN SUBSERVICERS AND THE TRUSTEE...............................44
Section 3.05.     TRUSTEE TO ACT AS MASTER SERVICER..............................................................44
Section 3.06.     COLLECTION OF MORTGAGE LOAN PAYMENTS...........................................................45
Section 3.07.     COLLECTION OF TAXES; ESCROW ACCOUNTS...........................................................49
Section 3.08.     ACCESS TO CERTAIN DOCUMENTATION................................................................49
Section 3.09.     PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT AND THE DISTRIBUTION ACCOUNT
 .................................................................................................................50
Section 3.10.     HAZARD INSURANCE; PRIMARY INSURANCE POLICIES...................................................52
Section 3.11.     DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS.....................................................53
Section 3.12.     REALIZATION UPON DEFAULTED MORTGAGE LOANS......................................................54
Section 3.13.     TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES................................................56
Section 3.14.     DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF THE MASTER SERVICER TO BE HELD FOR
THE TRUSTEE......................................................................................................57
Section 3.15.     SERVICING COMPENSATION AND COMPENSATING INTEREST PAYMENTS......................................57
Section 3.16.     ACCESS TO CERTAIN DOCUMENTATION................................................................58
Section 3.17.     ANNUAL STATEMENT AS TO COMPLIANCE..............................................................58
Section 3.18.     ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING STATEMENT; FINANCIAL STATEMENTS
                                                                                                                 59
Section 3.19.     ERRORS AND OMISSIONS INSURANCE; FIDELITY BONDS.................................................59



<PAGE>



Section 3.20.     REMIC-RELATED COVENANTS........................................................................59
Section 3.21.     REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION..........................................60
Section 3.22.     EMC............................................................................................60
Section 3.23.     UCC............................................................................................60

                                                    ARTICLE IV

Monthly Advances
Section 4.01. REMITTANCE REPORTS; MONTHLY ADVANCES BY THE MASTER SERVICER........................................61

                                                     ARTICLE V

Certificates
Section 5.01.     CERTIFICATES...................................................................................63
Section 5.02.     REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES..........................................68
Section 5.03.     MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES..............................................71
Section 5.04.     PERSONS DEEMED OWNERS..........................................................................72
Section 5.05.     TRANSFER RESTRICTIONS ON RESIDUAL CERTIFICATES.................................................72
Section 5.06.     RESTRICTIONS ON TRANSFERABILITY OF CERTIFICATES................................................73
Section 5.07.     ERISA RESTRICTIONS.............................................................................73
Section 5.08.     RULE 144A INFORMATION..........................................................................74

                                                    ARTICLE VI

Payments to Certificateholders
Section 6.01.     DISTRIBUTIONS ON THE CERTIFICATES..............................................................76
Section 6.02.     ALLOCATION OF LOSSES...........................................................................79
Section 6.03.     PAYMENTS.......................................................................................80
Section 6.04.     STATEMENTS TO CERTIFICATEHOLDERS...............................................................81

                                                    ARTICLE VII

The Seller and the Master Servicer; Indemnification
Section 7.01.     RESPECTIVE LIABILITIES OF THE SELLER AND THE MASTER SERVICER...................................85
Section 7.02.     MERGER OR CONSOLIDATION OF THE SELLER OR THE MASTER SERVICER...................................85
Section 7.03.     LIMITATION ON LIABILITY OF THE SELLER AND THE MASTER SERVICER..................................85
Section 7.04.     LIMITATION ON RESIGNATION OF THE MASTER SERVICER...............................................86
Section 7.05.     INDEMNIFICATION OF THE TRUSTEE.................................................................86

                                                   ARTICLE VIII

Default
Section 8.01.     EVENTS OF DEFAULT..............................................................................87
Section 8.02.     TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR.......................................................88
Section 8.03.     NOTIFICATION TO CERTIFICATEHOLDERS.............................................................89



<PAGE>



Section 8.04.     WAIVER OF DEFAULTS.............................................................................89
Section 8.05.     LIST OF CERTIFICATEHOLDERS.....................................................................90

                                                    ARTICLE IX

Concerning the Trustee
Section 9.01.     DUTIES OF TRUSTEE..............................................................................91
Section 9.02.     CERTAIN MATTERS AFFECTING THE TRUSTEE..........................................................92
Section 9.03.     TRUSTEE NOT LIABLE FOR CERTIFICATES OR MORTGAGE LOANS..........................................94
Section 9.04.     TRUSTEE MAY OWN CERTIFICATES...................................................................95
Section 9.05.     TRUSTEE'S FEES AND EXPENSES....................................................................95
Section 9.06.     ELIGIBILITY REQUIREMENTS FOR TRUSTEE...........................................................95
Section 9.07.     INSURANCE......................................................................................95
Section 9.08.     RESIGNATION AND REMOVAL OF THE TRUSTEE.........................................................96
Section 9.09.     SUCCESSOR TRUSTEE..............................................................................96
Section 9.10.     MERGER OR CONSOLIDATION OF TRUSTEE.............................................................97
Section 9.11.     APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE..................................................97
Section 9.12.     FEDERAL INFORMATION RETURNS AND REPORTS TO CERTIFICATEHOLDERS; REMIC
ADMINISTRATION...................................................................................................98
Section 9.13.     MAINTENANCE OF SUPPLEMENTAL PMI POLICY; COLLECTIONS THEREUNDER.................................99

                                                     ARTICLE X

Termination
Section 10.01.    TERMINATION UPON REPURCHASE BY THE SELLER OR ITS DESIGNEE OR LIQUIDATION OF THE
MORTGAGE LOANS..................................................................................................101
Section 10.02.    ADDITIONAL TERMINATION REQUIREMENTS...........................................................103

                                                    ARTICLE XI

Miscellaneous Provisions
Section 11.01.    INTENT OF PARTIES.............................................................................105
Section 11.02.    AMENDMENT.....................................................................................105
Section 11.03.    RECORDATION OF AGREEMENT......................................................................106
Section 11.04.    LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS....................................................106
Section 11.05.    ACTS OF CERTIFICATEHOLDERS....................................................................107
Section 11.06.    GOVERNING LAW.................................................................................108
Section 11.07.    NOTICES.......................................................................................108
Section 11.08.    SEVERABILITY OF PROVISIONS....................................................................108
Section 11.09.    SUCCESSORS AND ASSIGNS........................................................................108
Section 11.10.    ARTICLE AND SECTION HEADINGS..................................................................108
Section 11.11.    COUNTERPARTS..................................................................................109
Section 11.12.    NOTICE TO RATING AGENCIES.....................................................................109
</TABLE>




<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 Initial Certification
Exhibit H           -      Form of Final Certification
Exhibit I           -      Underlying Purchase Agreement
Exhibit J           -      Supplemental PMI Policy from Supplemental PMI Insurer
Exhibit K           -      Consulting Agreement between Trustee and Loss
                           Mitigation Advisor
Exhibit L           -      Loss Mitigation Advisory Agreement



<PAGE>



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

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

                              PRELIMINARY STATEMENT

         On the Closing Date, the Seller has acquired the Mortgage Loans from
EMC. On the Closing Date, the Seller will sell the Mortgage Loans and certain
other property to the Trust Fund and receive in consideration therefor the
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 Certificates will be
designated the "residual interests" in such REMIC.

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

         The Outstanding Principal Balance of the Mortgage Loans as of the
Cut-off Date, after deducting all Scheduled Principal due on or before the
Cut-off Date, will equal approximately $336,686,830.44. The initial principal
amount of the Certificates will not exceed such amount.

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

                                    ARTICLE I

                                   Definitions

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

         ACCOUNT: The Collection Account, the Certificate Account and the
Distribution Account.

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


                                        1

<PAGE>



Distribution Date, and, in the case of each Component of the Class X
Certificates, for any Distribution Date, interest accrued during the related
Interest Accrual Period at the applicable Pass- Through Rate on the Notional
Amount of such Component immediately prior to such Distribution Date, less (i)
in the case of a Senior Certificate (including a Component of the Class X
Certificates), such Certificate's or Component's share of any Net Interest
Shortfall and, after the Cross-Over Date, the interest portion of any Realized
Losses on the Mortgage Loans allocated thereto in accordance with Section
6.02(g) and (ii) in the case of a Senior Mezzanine or Subordinate Certificate,
such Certificate's share of any Net Interest Shortfall and the interest portion
of any Realized Losses on the Mortgage Loans allocated thereto in accordance
with Section 6.02(g). Interest on the Certificates and the Components of the
Class X Certificates shall be calculated on the basis of a 360-day year
consisting of twelve 30-day months.

         ADVISOR'S FEE: With respect to each Distribution Date, the premium for
the Loss Mitigation Agreement, equal to one month's interest at the Advisor's
Fee Rate on the Scheduled Principal Balance (as of the beginning of the related
Due Period) of the Mortgage Loans, payable by the Trustee on each Distribution
Date from amounts on deposit in the Distribution Account in accordance with
Section 3.09(b)(iii) of this Agreement.

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

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

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

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

         ALLOCABLE SHARE: With respect to each Class of Senior Mezzanine and
Subordinate Certificates:

                    (a) as to any Distribution Date and amounts distributable
         pursuant to clauses (i) and (iii) of the definition of Senior Mezzanine
         and 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 Senior Mezzanine and Subordinate
         Certificates; and



                                        2

<PAGE>



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

                           (1) for any Distribution Date on which the Senior
                           Mezzanine Loss and Delinquency Test has been
                           satisfied, as to each Class of Senior Mezzanine and
                           Subordinate Certificates (other than the Senior
                           Mezzanine Certificates, or if the Current Principal
                           Amount of the Senior Mezzanine Certificates has been
                           reduced to zero, the Class of Subordinate
                           Certificates having the lowest numerical designation
                           as to which the Class Prepayment Distribution Trigger
                           shall not be applicable) for which (x) the related
                           Class Prepayment Distribution Trigger has been
                           satisfied on such Distribution Date, the fraction,
                           expressed as a percentage, the numerator of which is
                           the Current Principal Amount of such Class and the
                           denominator of which is the aggregate Current
                           Principal Amount of all such Classes of Senior
                           Mezzanine and Subordinate Certificates for which the
                           related Class Prepayment Distribution Trigger has
                           been satisfied 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 Senior Mezzanine or 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)(1), to the
                           extent of such Class's remaining Allocable Share,
                           shall be distributed to the Senior Mezzanine
                           Certificates, or if the Current Principal Amount of
                           the Senior Mezzanine Certificates has been reduced to
                           zero, the Class of Subordinate Certificates having
                           the lowest numerical designation and to the
                           Subordinate Certificates which satisfy the related
                           Class Prepayment Distribution Trigger in reduction of
                           their respective Current Principal Amounts, for to
                           the Senior Mezzanine Certificates and then to the
                           Subordinate Certificates in the order of their
                           numerical Class designations; and

                           (2) for any Distribution Date on which the Senior
                           Mezzanine Loss and Delinquency Test has not been
                           satisfied, as to the Senior Mezzanine Certificates,
                           100%, and as to the Subordinate Certificates, 0%;
                           provided that if on a Distribution Date, the Current
                           Principal Amount of the Senior Mezzanine Certificates
                           is reduced to zero, any remaining amounts distributed
                           pursuant to this clause (b)(2) shall be distributed
                           to the Classes of Subordinate Certificates which
                           satisfy the related Class Prepayment Distribution
                           Trigger and to the Class of Subordinate Certificates
                           having the lowest numerical designation in reduction
                           of their respective Current Principal Amounts in the
                           order of their numerical Class designations.

         APPLICABLE 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


                                        3

<PAGE>



brought to the attention of the Trustee by either (i) an Opinion of Counsel
reasonably acceptable to the Trustee delivered to it by the Master Servicer or
the Seller, or (ii) written notice from the appropriate taxing authority as to
the applicability of such state law.

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

         ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT: The assignment,
assumption and recognition agreement, dated November 30, 2001, among EMC, the
Trustee and IndyMac.

         ASSUMED FINAL DISTRIBUTION DATE: January 25, 2032, or if such day is
not a Business Day, the next succeeding Business Day.

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

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

         BANKRUPTCY CODE: The Bankruptcy Code of 1978, as amended.

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

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

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

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

         CERTIFICATE ACCOUNT: The trust account or accounts created and
maintained pursuant to Section 3.06(d), which shall be an Eligible Account.

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


                                        4

<PAGE>



         CERTIFICATE OWNER: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.

         CERTIFICATE REGISTER: The register maintained pursuant to Section 5.02.

         CERTIFICATEHOLDER: A Holder of a Certificate.

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

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

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

         CLOSING DATE: November 30, 2001.

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

         COLLECTION ACCOUNT: The trust account or accounts created and
maintained pursuant to Section 3.06, which shall be an Eligible Account.

         COMPENSATING INTEREST PAYMENTS: For any Distribution Date, the lesser
of (i) the aggregate Master Servicing Fee for the related Due Period and (ii)
the amount of Prepayment Interest Shortfalls for such Distribution Date.

         COMPONENT: With respect to the Class X Certificates, Component X-I and
Component X-II.

         CONSULTING AGREEMENT: The Consulting Agreement, dated as of November
30, 2001, between the Trustee and the Loss Mitigation Advisor, substantially in
form attached hereto as Exhibit K.

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

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


                                        5

<PAGE>



         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, (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 and (iv) in the case of a Senior
Mezzanine Certificate, such Certificate's PRO RATA share, if any, of the
applicable Senior Mezzanine Certificate Writedown Amount for previous
Distribution Dates. With respect to any Class of Certificates (other than the
Interest Only Certificates), the Current Principal Amount thereof will equal the
sum of the Current Principal Amounts of all Certificates in such Class.
Notwithstanding the foregoing, solely for purposes of giving consents,
directions, waivers, approvals, requests and notices, the Class R-I and Class
R-II Certificates after the Distribution Date on which they each receive the
distribution of the last dollar of their respective original principal amount
shall be deemed to have Current Principal Amounts equal to their respective
Current Principal Amounts on the day immediately preceding such Distribution
Date.

         CUT-OFF DATE: November 1, 2001.

         CUT-OFF DATE BALANCE: $336,686,830.44.

         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.

         DEPOSITORY: The Depository Trust Company, the nominee of which is Cede
& Co., or any successor thereto. The nominee of the initial Depository for
purposes of registering those Certificates that are to be Book-Entry
Certificates is Cede & Co. The Depository shall at all times be a "clearing
corporation" as defined in Section 8-102(a)(5) of the Uniform Commercial Code of
the State of New York and a "clearing agency" registered pursuant to the
provisions of Section 17A of the Securities Exchange Act of 1934, as amended.

         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.

         DETERMINATION DATE: As to any Distribution Date, the 15th day of each
month or if that day is not a Business Day, the preceding Business Day.


                                        6

<PAGE>



         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 3.06(e), which shall be denominated "Bank One,
National Association, as Trustee f/b/o holders of Structured Asset Mortgage
Investments Inc., IndyMac ARM Trust, Mortgage Pass- Through Certificates, Series
2001-H2 - Distribution Account."

         DISTRIBUTION ACCOUNT DEPOSIT DATE: As to any Distribution Date, the
18th day of the month of such Distribution Date, or if that day is not a
Business Day, the Business Day immediately following.

         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.

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

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

         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



                                        7

<PAGE>



         (i) an account maintained with a federal or state chartered depository
institution or trust company the short-term unsecured debt obligations of which
have the highest short-term ratings of each Rating Agency at the time any
amounts are held on deposit therein, or

         (ii) an account in a depository institution or trust company that is
uninsured by the FDIC or the SAIF (to the limits established by the FDIC or the
SAIF) and the uninsured deposits in which accounts are otherwise secured such
that, as evidenced by an Opinion of Counsel delivered to the Trustee and to each
Rating Agency, the Certificateholders have a claim on the funds in the account
or a perfected first priority security interest against any collateral (which
shall be limited to Permitted Investments) securing the funds in the account
that is superior to claims of any other depositors or creditors of the
depository institution or trust company in which the account is maintained, or

         (iii) a trust account or accounts maintained with the trust department
of a federal or state chartered depository institution or trust company, acting
in its fiduciary capacity, or

         (iv) any other account acceptable to each Rating Agency. Eligible
Accounts may bear interest, and may include, if otherwise qualified under this
definition, accounts maintained with the Trustee.

         EMC: EMC Mortgage Corporation.

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

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

         EXCESS PROCEEDS:  For any Liquidated Mortgage Loan, the excess of

         (a) all Liquidation Proceeds from the Mortgage Loan received in the
calendar month in which the Mortgage Loan became a Liquidated Mortgage Loan, net
of any amounts previously reimbursed to the Master Servicer as Nonrecoverable
Advances with respect to the Mortgage Loan pursuant to Section 3.09(a)(ii), over

         (b) the sum of (i) the unpaid principal balance of the Liquidated
Mortgage Loan as of the Due Date in the month in which the Mortgage Loan became
a Liquidated Mortgage Loan plus (ii) accrued interest at the Mortgage Interest
Rate from the Due Date for which interest was last paid or advanced (and not
reimbursed) to Certificateholders up to the Due Date applicable to the
Distribution Date following the calendar month during which the liquidation
occurred.

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

         FDIC: Federal Deposit Insurance Corporation or any successor thereto.

         FRACTIONAL UNDIVIDED INTEREST: With respect to any Class of
Certificates, the fractional undivided interest evidenced by any Certificate of
such Class the numerator of which is the Current


                                        8

<PAGE>



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% multiplied by the percentage interest of such Residual
Certificate, (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 98.50% multiplied by a fraction, the numerator of which is the Current
Principal Amount of such Certificate and the denominator of which is the
aggregate Current Principal Amount of all the Certificates.

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

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

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

         GROUP 1 AVAILABLE FUNDS OR GROUP 2 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:

         (i)        all Scheduled Payments due on each Mortgage Loan on the
                    related Due Date to the extent received or advanced;

         (ii)       the purchase price of each Mortgage Loan that was
                    repurchased by IndyMac or EMC pursuant to the Underlying
                    Purchase Agreement, the Mortgage Loan Purchase Agreement or
                    this Agreement on or prior to such Distribution Date;

         (iii)      all amounts required to be deposited in connection with a
                    Substitute Mortgage Loan received on or prior to such
                    Distribution Date;

         (iv)       any Principal Prepayments and Net Liquidation Proceeds
                    received during the applicable Prepayment Period;

         (v)        any Monthly Advances and the amount of any Compensating
                    Interest Payments; and


                                        9

<PAGE>



         (vi)       any reimbursed amount in connection with losses on
                    investments of deposits in an Account;

provided, however, that the Group 1 Available Funds and Group 2 Available Funds
shall not include the following:

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

                    (ii) all Principal Prepayments and Net 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
                    Collection Account and the Distribution Account and amounts
                    permitted to be withdrawn from the Collection Account and
                    the Distribution Account pursuant to this Agreement;

                    (vii)  amounts representing insurance premiums;

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

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

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

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

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

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


                                       10

<PAGE>



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

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

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

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

                    (iv) the applicable Senior Prepayment Percentage of the sum
         of (a) the Scheduled Principal Balance of each Mortgage Loan in the
         related Loan Group or related REO Property in the related Loan Group
         which was purchased by IndyMac or the Mortgage Loan Seller on or prior
         to 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 IndyMac or the Mortgage Loan Seller with a Substitute
         Mortgage Loan pursuant to the Underlying Purchase Agreement or this
         Agreement on such Distribution Date over the Scheduled Principal
         Balance of such Substitute Mortgage Loan.

         GROUP 1 SENIOR PERCENTAGE: Initially, 93.50%. On any Distribution Date,
the lesser of (i) 100% and (ii) the percentage (carried to six places rounded
up) obtained by dividing the aggregate Current Principal Amount of the Group 1
Senior Certificates immediately preceding such Distribution Date by the
aggregate Scheduled Principal Balance of the Group 1 Mortgage Loans as of the
beginning of the related Due Period.

         GROUP 2 SENIOR PERCENTAGE: Initially, 93.50%. On any Distribution Date,
the lesser of (i) 100% and (ii) the percentage (carried to six places rounded
up) obtained by dividing the aggregate Current Principal Amount of the Group 2
Senior Certificates immediately preceding such Distribution Date by the
aggregate Scheduled Principal Balance of the Group 2 Mortgage Loans as of the
beginning of the related Due Period.



                                       11

<PAGE>



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


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

December 25, 2008 - November 25,                    Group 1 Senior Percentage plus 70% of the Group
2009                                                1 Senior Mezzanine and Subordinate Percentage

December 25, 2009 - November 25,                    Group 1 Senior Percentage plus 60% of the Group
2010                                                1 Senior Mezzanine and Subordinate Percentage

December 25, 2010 - November 25,                    Group 1 Senior Percentage plus 40% of the Group
2011                                                1 Senior Mezzanine and Subordinate Percentage

December 25, 2011 - November 25,                    Group 1 Senior Percentage plus 20% of the Group
2012                                                1 Senior Mezzanine and Subordinate Percentage

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

         In addition, no reduction of the Group 1 Senior Prepayment Percentage
shall occur on any Distribution Date unless, as of the last day of the month
preceding such Distribution Date, either (A) (i) (x) the aggregate Scheduled
Principal Balance of the Mortgage Loans delinquent 60 days or more (including
for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with
respect to which the related Mortgaged Property has been acquired by the Trust),
averaged over the last six months, as a percentage of the aggregate Current
Principal Amount of the Senior Mezzanine and Subordinate Certificates does not
exceed 100%, or (y) the aggregate Scheduled Principal Balance of the Mortgage
Loans delinquent 60 days or more (including for this purpose any such Mortgage
Loans in foreclosure and such Mortgage Loans with respect to which the related
Mortgaged Property has been acquired by the Trust), averaged over the last six
months, as a percentage of the aggregate Scheduled Principal Balance of the
Mortgage Loans averaged over the last six months, does not exceed 2.0%; and (ii)
cumulative Realized Losses on the Mortgage Loans do not exceed (a) 30% of the
Original Senior Mezzanine and Subordinate Principal Balance if such Distribution
Date occurs between and including December 2008 and November 2009, (b) 35% of
the Original Senior Mezzanine and Subordinate Principal Balance if such
Distribution Date occurs between and including December 2009 and November 2010,
(c) 40% of the Original Senior Mezzanine and Subordinate Principal Balance if
such Distribution Date occurs between and including December 2010 and November
2011, (d) 45% of the Original Senior Mezzanine and Subordinate Principal Balance
if such Distribution Date occurs between and including December 2011 and
November 2012, and (e) 50% of the Original Senior Mezzanine and Subordinate
Principal Balance if such Distribution Date occurs during or after December
2012; or (B) (i) the aggregate Scheduled Principal Balance of the Mortgage Loans
delinquent 60 days or more (including for this purpose any such Mortgage Loans
in foreclosure and such Mortgage Loans with respect to which the related
Mortgaged Property has been acquired by the Trust), averaged over the last six
months, does not


                                       12

<PAGE>



exceed 4.0% of the then-current aggregate Scheduled Principal Balance of the
Mortgage Loans; and (ii) cumulative Realized Losses on the Mortgage Loans do not
exceed (a) 10% of the Original Senior Mezzanine and Subordinate Principal
Balance if such Distribution Date occurs between and including December 2008 and
November 2009, (b) 15% of the Original Senior Mezzanine and Subordinate
Principal Balance if such Distribution Date occurs between and including
December 2009 and November 2010, (c) 20% of the Original Senior Mezzanine and
Subordinate Principal Balance if such Distribution Date occurs between and
including December 2010 and November 2011, (d) 25% of the Original Senior
Mezzanine and Subordinate Principal Balance if such Distribution Date occurs
between and including December 2011 and November 2012, and (e) 30% of the
Original Senior Mezzanine and Subordinate Principal Balance if such Distribution
Date occurs during or after December 2012.

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

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

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



                                       13

<PAGE>





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

December 25, 2008 - November 25,                    Group 2 Senior Percentage plus 70% of the Group
2009                                                2 Senior Mezzanine and Subordinate Percentage

December 25, 2009 - November 25,                    Group 2 Senior Percentage plus 60% of the Group
2010                                                2 Senior Mezzanine and Subordinate Percentage

December 25, 2010 - November 25,                    Group 2 Senior Percentage plus 40% of the Group
2011                                                2 Senior Mezzanine and Subordinate Percentage

December 25, 2011 - November 25,                    Group 2 Senior Percentage plus 20% of the Group
2012                                                2 Senior Mezzanine and Subordinate Percentage

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

         In addition, no reduction of the Group 2 Senior Prepayment Percentage
shall occur on any Distribution Date unless, as of the last day of the month
preceding such Distribution Date, either (A) (i) (x) the aggregate Scheduled
Principal Balance of the Mortgage Loans delinquent 60 days or more (including
for this purpose any such Mortgage Loans in foreclosure and Mortgage Loans with
respect to which the related Mortgaged Property has been acquired by the Trust),
averaged over the last six months, as a percentage of the aggregate Current
Principal Amount of the Senior Mezzanine and Subordinate Certificates does not
exceed 100%, or (y) the aggregate Scheduled Principal Balance of the Mortgage
Loans delinquent 60 days or more (including for this purpose any such Mortgage
Loans in foreclosure and such Mortgage Loans with respect to which the related
Mortgaged Property has been acquired by the Trust), averaged over the last six
months, as a percentage of the aggregate Scheduled Principal Balance of the
Mortgage Loans averaged over the last six months, does not exceed 2.0%; and (ii)
cumulative Realized Losses on the Mortgage Loans do not exceed (a) 30% of the
Original Senior Mezzanine and Subordinate Principal Balance if such Distribution
Date occurs between and including December 2008 and November 2009, (b) 35% of
the Original Senior Mezzanine and Subordinate Principal Balance if such
Distribution Date occurs between and including December 2009 and November 2010,
(c) 40% of the Original Senior Mezzanine and Subordinate Principal Balance if
such Distribution Date occurs between and including December 2010 and November
2011, (d) 45% of the Original Senior Mezzanine and Subordinate Principal Balance
if such Distribution Date occurs between and including December 2011 and
November 2012, and (e) 50% of the Original Senior Mezzanine and Subordinate
Principal Balance if such Distribution Date occurs during or after December
2012; or (B) (i) the aggregate Scheduled Principal Balance of the Mortgage Loans
delinquent 60 days or more (including for this purpose any such Mortgage Loans
in foreclosure and such Mortgage Loans with respect to which the related
Mortgaged Property has been acquired by the Trust), averaged over the last six
months, does not exceed 4.0% of the then-current aggregate Scheduled Principal
Balance of the Mortgage Loans; and (ii) cumulative Realized Losses on the
Mortgage Loans do not exceed (a) 10% of the Original Senior


                                       14

<PAGE>



Mezzanine and Subordinate Principal Balance if such Distribution Date occurs
between and including December 2008 and November 2009, (b) 15% of the Original
Senior Mezzanine and Subordinate Principal Balance if such Distribution Date
occurs between and including December 2009 and November 2010, (c) 20% of the
Original Senior Mezzanine and Subordinate Principal Balance if such Distribution
Date occurs between and including December 2010 and November 2011, (d) 25% of
the Original Senior Mezzanine and Subordinate Principal Balance if such
Distribution Date occurs between and including December 2011 and November 2012,
and (e) 30% of the Original Senior Mezzanine and Subordinate Principal Balance
if such Distribution Date occurs during or after December 2012.

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

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

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

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

         GROUP 1 SENIOR MEZZANINE AND SUBORDINATE PREPAYMENT PERCENTAGE: With
respect to the Group 1 Mortgage Loans, on any Distribution Date, 100% minus the
Group 1 Senior Prepayment Percentage, except that on any Distribution Date after
the Current Principal Amounts of the Group


                                       15

<PAGE>



1 Senior Certificates have each been reduced to zero, the Group 1 Senior
Mezzanine and Subordinate Prepayment Percentage will equal 100%.

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

         HOLDER: The Person in whose name a Certificate is registered in the
Certificate Register, except that, subject to Subsections 12.02(b) and 12.05(e),
solely for the purpose of giving any consent pursuant to this Agreement, any
Certificate registered in the name of the Seller, the Master Servicer or the
Trustee or any Affiliate thereof shall be deemed not to be outstanding and the
Fractional Undivided Interest evidenced thereby shall not be taken into account
in determining whether the requisite percentage of Fractional Undivided
Interests necessary to effect any such consent has been obtained.

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

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

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

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

         INDYMAC: IndyMac Bank, F.S.B., a federal savings bank, and its
successors and assigns.

         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: For any Mortgage Loan included in the Trust Fund, any
insurance policy (including without limitation the Supplemental PMI Policy, any
Primary Insurance Policy and hazard insurance policy), including all riders and
endorsements thereto in effect, including any replacement policy or policies for
any Insurance Policies.


                                       16

<PAGE>



         INSURANCE PROCEEDS: Proceeds paid in respect of the Mortgage Loans
pursuant to any Insurance Policy covering a Mortgage Loan, to the extent such
proceeds are not applied to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.

         INTEREST ACCRUAL PERIOD: With respect to each Distribution Date, the
calendar month preceding the month in which such Distribution Date occurs.

         INTEREST ONLY CERTIFICATES: The Class X Certificates.

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

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

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

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

         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.


                                       17

<PAGE>



         LIQUIDATED MORTGAGE LOAN: For any Distribution Date, a defaulted
Mortgage Loan (including any REO Property) that was liquidated in the calendar
month preceding the month of the Distribution Date and as to which the Master
Servicer has certified (in accordance with this Agreement) that it has received
all amounts it expects to receive in connection with the liquidation of the
Mortgage Loan, including the final disposition of an REO Property.

         LIQUIDATION EXPENSES: With respect to a Mortgage Loan in liquidation,
unreimbursed expenses paid or incurred by or for the account of the Master
Servicer, such expenses including (a) property protection expenses, (b) property
sales expenses, (c) foreclosure and sale costs, including court costs and
reasonable attorneys' fees, and (d) similar expenses reasonably paid or incurred
in connection with liquidation.

         LIQUIDATION PROCEEDS: Amounts, including Insurance Proceeds regardless
of when received, received in connection with the partial or complete
liquidation of defaulted Mortgage Loans, whether through trustee's sale,
foreclosure sale, or otherwise or amounts received in connection with any
condemnation or partial release of a Mortgaged Property, and any other proceeds
received in connection with an REO Property.

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

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

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

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

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

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

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

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

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



                                       18

<PAGE>



         MASTER SERVICING FEE: As to each Mortgage Loan and any Distribution
Date, one month's interest at the related Master Servicing Fee Rate on the
Stated Principal Balance (as of the beginning of the related Due Period) of the
Mortgage Loan or, in the event of any payment of interest which accompanies a
Principal Prepayment in full made by the Mortgagor, interest at the Master
Servicing Fee Rate on the Stated Principal Balance of the Mortgage Loan for the
period covered by the payment of interest. The Master Servicing Fee shall be
reduced by the amount of any Compensating Interest Payments.

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

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

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

         MONTHLY ADVANCE: An advance of principal or interest required to be
made by the Master Servicer or the Trustee pursuant to Section 4.01.

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

         MORTGAGE: The mortgage, deed of trust, or other instrument creating a
first lien on an estate in fee simple or leasehold interest in real property
securing a Mortgage Note.

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

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

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

         MORTGAGE LOAN PURCHASE AGREEMENT: The Mortgage Loan Purchase Agreement
dated as of November 30, 2001, between EMC, as seller, and Structured Asset
Mortgage Investments Inc., as purchaser, and all amendments thereof and
supplements thereto.

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



                                       19

<PAGE>



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

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

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

         MORTGAGOR: The obligor or obligors 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 by the Master Servicer with respect to such Distribution
Date.

         NET LIQUIDATION PROCEEDS: As to any Liquidated Mortgage Loan, the
Liquidation Proceeds, net of amounts reimbursable to the Master Servicer for
related Monthly Advances, Servicing Advances and Master Servicing Fees in
respect of such Mortgage Loan.

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

         NONRECOVERABLE ADVANCE: Any portion of an Monthly Advance previously
made or proposed to be made by the Master Servicer, that, in the good faith
judgment of the Master Servicer, will not be ultimately recoverable by the
Master Servicer from the related Mortgagor, related Liquidation Proceeds or
otherwise.

         NOTIONAL AMOUNT: The Notional Amount of the Class X Certificates shall
consist of the sum of two components: (i) the aggregate Stated Principal Balance
of the Group 1 Mortgage Loans, which is equal to the Uncertificated Notional
Amount of REMIC I Regular Interest X1 and (ii) the aggregate Stated Principal
Balance of the Group 2 Mortgage Loans, which is equal to the Uncertificated
Notional Amount of REMIC I Regular Interest X2. The Class X Certificates will
bear interest (A) at a pass-through rate on the Notional Amount in clause (i)
above equal to 0.4635% per annum; and (B) at a pass-through rate on the Notional
Amount in clause (ii) above equal to 0.5269% per annum.

         OFFERED CERTIFICATE: Any Senior Certificate, Senior Mezzanine
Certificate or Offered Subordinate Certificate.

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

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


                                       20

<PAGE>



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

         ORIGINAL SENIOR MEZZANINE AND SUBORDINATE PRINCIPAL BALANCE: The
aggregate Current Principal Amount of the Senior Mezzanine and Subordinate
Certificates as of the Closing Date.

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

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

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

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

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

         PERMITTED INVESTMENTS: At any time, any of the following:

                    (i) obligations of the United States or any agency thereof
         backed by the full faith and credit of the United States;

                    (ii) general obligations of or obligations guaranteed by any
         state of the United States or the District of Columbia receiving the
         highest long-term debt rating of each Rating Agency, or any lower
         rating that will not result in the downgrading or withdrawal of the
         ratings then assigned to the Certificates by the Rating Agencies, as
         evidenced by a signed writing delivered by each Rating Agency;

                    (iii) commercial or finance company paper that is then
         receiving the highest commercial or finance company paper rating of
         each Rating Agency, or any lower rating that will not result in the
         downgrading or withdrawal of the ratings then assigned to the


                                       21

<PAGE>



         Certificates by the Rating Agencies, as evidenced by a signed writing
         delivered by each Rating Agency;

                    (iv) certificates of deposit, demand or time deposits, or
         bankers' acceptances issued by any depository institution or trust
         company incorporated under the laws of the United States or of any
         state thereof and subject to supervision and examination by federal or
         state banking authorities, provided that the commercial paper or
         long-term unsecured debt obligations of the depository institution or
         trust company are then rated one of the two highest long-term and the
         highest short-term ratings of each Rating Agency for the securities, or
         any lower rating that will not result in the downgrading or withdrawal
         of the ratings then assigned to the Certificates by the Rating
         Agencies, as evidenced by a signed writing delivered by each Rating
         Agency;

                    (v) demand or time deposits or certificates of deposit
         issued by any bank or trust company or savings institution to the
         extent that the deposits are fully insured by the FDIC;

                    (vi) guaranteed reinvestment agreements issued by any bank,
         insurance company, or other corporation acceptable to the Rating
         Agencies at the time of the issuance of the agreements, as evidenced by
         a signed writing delivered by each Rating Agency;

                    (vii) repurchase obligations with respect to any security
         described in clauses (i) and (ii) above, in either case entered into
         with a depository institution or trust company (acting as principal)
         described in clause (iv) above;

                    (viii) securities bearing interest or sold at a discount
         issued by any corporation incorporated under the laws of the United
         States or any state thereof that, at the time of the investment, have
         one of the two highest ratings of each Rating Agency (except if the
         Rating Agency is Moody's the rating shall be the highest commercial
         paper rating of Moody's for the securities), or any lower rating that
         will not result in the downgrading or withdrawal of the ratings then
         assigned to the Certificates by the Rating Agencies, as evidenced by a
         signed writing delivered by each Rating Agency;

                    (ix) units of a taxable money-market portfolio having the
         highest rating assigned by each Rating Agency; and

                    (x) any other investments bearing interest or sold at a
         discount acceptable to each Rating Agency that will not result in the
         downgrading or withdrawal of the ratings then assigned to the
         Certificates by the Rating Agencies, as evidenced by a signed writing
         delivered by each Rating Agency.

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.


                                       22

<PAGE>



         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 INTEREST SHORTFALLS: As to any Distribution Date, the
aggregate amount of Interest Shortfalls determined in accordance with clauses
(a) and (b) of the definition 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 INSURANCE POLICY: Each policy of primary mortgage guaranty
insurance or any replacement policy therefor with respect to any Mortgage Loan,
including any lender-paid policy.

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

         PRIVATE CERTIFICATES: Any Class B-4, Class B-5 and Class B-6
Certificate.

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

         QUALIFIED INSURER: A mortgage guaranty insurance company duly qualified
as such under the laws of the state of its principal place of business and each
state having jurisdiction over the insurer in connection with the insurance
policy issued by the insurer, duly authorized and licensed in such states to
transact a mortgage guaranty insurance business in such states and to write the
insurance provided by the insurance policy issued by it, approved as a Fannie
Mae- or Freddie Mac-approved mortgage insurer or having a claims paying ability
rating of at least "AA" or equivalent rating by a nationally recognized
statistical rating organization.

         RATING AGENCIES: S&P and Moody's.



                                       23

<PAGE>



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

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

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

         RELIEF ACT INTEREST SHORTFALL: With respect to any Distribution Date
and any Mortgage Loan, any reduction in the amount of interest collectible on
such Mortgage Loan for the most recently ended calendar month as a result of the
application of the Relief Act.

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

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

         REMIC I: That group of assets contained in the Trust Fund designated as
a REMIC consisting of (i) the Mortgage Loans identified in the Mortgage Loan
Schedule, including all interest and principal due with respect to the Mortgage
Loans after the Cut-off Date, but excluding any payments of principal and
interest due on or prior to the Cut-off Date; (ii) such assets as shall from
time to time be credited or are required by the terms of this Agreement to be
credited to the Distribution Account, (iii) such assets relating to the Mortgage
Loans as from time to time may be held by the Master Servicer in Protected
Accounts, including the Collection Account and the Certificate Account, for the
benefit of the holder of the Mortgage Loans, (iv) any REO Property, (v) the
Required Insurance Policies and any amounts paid or payable by the insurer under
any Insurance Policy (to the extent the mortgagee has a claim thereto), (vi) the
Mortgage Loan Purchase Agreement to the extent provided in Subsection 2.03(a),
(vii) the Underlying Purchase Agreement, (viii) the Assignment, Assumption and
Recognition Agreement, (ix) the Supplemental PMI Policy and (x) any proceeds of
the foregoing.

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

         REMIC I REGULAR INTERESTS: REMIC I Regular Interest 1A, REMIC I Regular
Interest 1B, REMIC I Regular Interest 2A, REMIC I Regular Interest 2B, REMIC I
Regular Interest ZZZ, REMIC I Regular Interest X1 and REMIC I Regular Interest
X2, each 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:



                                       24

<PAGE>



(1) the excess of (x) the aggregate Scheduled Principal Balance of the Group 1
Mortgage Loans over (y) the Current Principal Amount of the Group 1 Senior
Certificates; and

(2) the excess of (x) the aggregate Scheduled Principal Balance of the Group 2
Mortgage Loans over (y) the Current Principal Amount of the Group 2 Senior
Certificates.

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

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

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

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

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

         REMITTANCE REPORT: As defined in Section 4.01.

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

         REPURCHASE PRICE: With respect to any Mortgage Loan (or any property
acquired with respect thereto) required to be repurchased by the Mortgage Loan
Seller or IndyMac pursuant to the Underlying Purchase Agreement, the Mortgage
Loan Purchase Agreement or this Agreement, Agreement, an amount equal to the sum
of (i) 100% of the Outstanding Principal Balance of such Mortgage Loan as of the
date of repurchase (or if the related Mortgaged Property was acquired with
respect thereto, 100% of the Outstanding Principal Balance at the date of the
acquisition), plus (ii) accrued but unpaid interest on the Outstanding Principal
Balance at the related Mortgage Interest Rate, through and including the last
day of the month of repurchase, and reduced by (iii) any portion of the Master
Servicing Fees, Monthly Advances and Servicing Advances payable to the purchaser
of the Mortgage Loan. With respect to any Mortgage Loan (or any property
acquired with respect thereto) required to be repurchased by IndyMac pursuant to
the Underlying Purchase Agreement, the "Repurchase Price" as defined therein
plus any additional amounts payable pursuant to Section 3.03 of the Underlying
Purchase Agreement.

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



                                       25

<PAGE>



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

         RESIDUAL CERTIFICATES: Any of the Class R Certificates.

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

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

         SAIF: The Savings Association Insurance Fund, or any successor thereto.

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

         SCHEDULED PAYMENT: The scheduled monthly payment on a Mortgage Loan due
on any Due Date allocable to principal or interest on the Mortgage Loan that,
unless otherwise specified herein, shall give effect to any related Debt Service
Reduction and any Deficient Valuation that affects the amount of the monthly
payment due on the Mortgage Loan.

         SCHEDULED PRINCIPAL: The principal portion of any Scheduled Payment.

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

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

         SECURITIES LEGEND: "THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER HEREOF, BY


                                       26

<PAGE>



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 AND/OR SECTION 4975 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED[.][in the case of the Private Certificates], UNLESS THE
PROPOSED TRANSFER AND/OR HOLDING OF A CERTIFICATE AND THE SERVICING, MANAGEMENT
AND/OR OPERATION OF THE TRUST AND ITS ASSETS: (I) WILL NOT RESULT IN ANY
PROHIBITED TRANSACTION WHICH IS NOT COVERED UNDER AN INDIVIDUAL OR CLASS
PROHIBITED TRANSACTION EXEMPTION, INCLUDING, BUT NOT LIMITED TO, PROHIBITED
TRANSACTION EXEMPTION ("PTE") 84-14, PTE 91-38, PTE 90-1, PTE 95-60 OR PTE 96-23
AND (II) WILL NOT GIVE RISE TO ANY ADDITIONAL FIDUCIARY DUTIES ON THE PART OF
THE SELLER, THE MASTER SERVICER OR THE TRUSTEE, WHICH WILL BE DEEMED REPRESENTED
BY AN OWNER OF A BOOK- ENTRY CERTIFICATE OR A GLOBAL CERTIFICATE AND WILL BE
EVIDENCED BY A REPRESENTATION OR AN OPINION OF COUNSEL TO SUCH EFFECT BY OR ON
BEHALF OF AN INSTITUTIONAL ACCREDITED INVESTOR."

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

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



                                       27

<PAGE>



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

         SENIOR MEZZANINE AND SUBORDINATE PERCENTAGE: The Group 1 or Group 2
Senior Mezzanine and Subordinate Percentage, with respect to a Group 1 or Group
2 Mortgage Loan, respectively.

         SENIOR MEZZANINE AND SUBORDINATE PREPAYMENT PERCENTAGE: The Group 1 or
Group 2 Senior Mezzanine and Subordinate Prepayment Percentage, with respect to
a Group 1 or Group 2 Mortgage Loan, respectively.

         SENIOR MEZZANINE CERTIFICATES: The Class A-3 Certificates.

         SENIOR MEZZANINE CERTIFICATE WRITEDOWN AMOUNT: As to any Distribution
Date on or after which the aggregate Current Principal Amount of the Subordinate
Certificates has been reduced to zero, the amount by which (a) the sum of the
Current Principal Amounts of all the Certificates (after giving effect to the
distribution of principal and the allocation of applicable Realized Losses in
reduction of the Current Principal Amounts of such Certificates on such
Distribution Date) exceeds (b) the aggregate Scheduled Principal Balance of the
Mortgage Loans on the Due Date related to such Distribution Date.

         SENIOR MEZZANINE LOSS AND DELINQUENCY TEST: On any Distribution Date,
the Senior Mezzanine Loss and Delinquency Test is satisfied if, as of the last
day of the month preceding such Distribution Date, either (A) (i) (x) the
aggregate Scheduled Principal Balance of the Mortgage Loans delinquent 60 days
or more (including for this purpose any such Mortgage Loans in foreclosure and
Mortgage Loans with respect to which the related Mortgaged Property has been
acquired by the Trust), averaged over the last six months, as a percentage of
the aggregate Current Principal Amount of the Senior Mezzanine and Subordinate
Certificates does not exceed 100%, or (y) the aggregate Scheduled Principal
Balance of the Mortgage Loans delinquent 60 days or more (including for this
purpose any such Mortgage Loans in foreclosure and such Mortgage Loans with
respect to which the related Mortgaged Property has been acquired by the Trust),
averaged over the last six months, as a percentage of the aggregate Scheduled
Principal Balance of the Mortgage Loans averaged over the last six months, does
not exceed 2.0%; and (ii) cumulative Realized Losses on the Mortgage Loans do
not exceed (a) 30% of the Original Senior Mezzanine and Subordinate Principal
Balance if such Distribution Date occurs between and including December 2008 and
November 2009, (b) 35% of the Original Senior Mezzanine and Subordinate
Principal Balance if such Distribution Date occurs between and including
December 2009 and November 2010, (c) 40% of the Original Senior Mezzanine and
Subordinate Principal Balance if such Distribution Date occurs between and
including December 2010 and November 2011, (d) 45% of the Original Senior
Mezzanine and Subordinate Principal Balance if such Distribution Date occurs
between and including December 2011 and November 2012, and (e) 50% of the
Original Senior Mezzanine and Subordinate Principal Balance if such Distribution
Date occurs during or after December 2012; or (B) (i) the aggregate Scheduled
Principal Balance of the Mortgage Loans delinquent 60 days or more (including
for this purpose any such Mortgage Loans in foreclosure and such Mortgage Loans
with respect to which the related Mortgaged Property has been acquired by the
Trust), averaged over the last six months, does not exceed 4.0% of the
then-current aggregate Scheduled Principal Balance of the Mortgage Loans; and
(ii) cumulative Realized Losses on the Mortgage Loans do not exceed (a)


                                       28

<PAGE>



10% of the Original Senior Mezzanine and Subordinate Principal Balance if such
Distribution Date occurs between and including December 2008 and November 2009,
(b) 15% of the Original Senior Mezzanine and Subordinate Principal Balance if
such Distribution Date occurs between and including December 2009 and November
2010, (c) 20% of the Original Senior Mezzanine and Subordinate Principal Balance
if such Distribution Date occurs between and including December 2010 and
November 2011, (d) 25% of the Original Senior Mezzanine and Subordinate
Principal Balance if such Distribution Date occurs between and including
December 2011 and November 2012, and (e) 30% of the Original Senior Mezzanine
and Subordinate Principal Balance if such Distribution Date occurs during or
after December 2012.

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

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

         SERVICING ACCOUNT: An account established by the Master Servicer or a
Subservicer which meets the requirements set forth in Section 3.06(b) and is
otherwise acceptable to the Master Servicer.

         SERVICING ACCOUNT WITHDRAWAL DATE: As to any Distribution Date, the
18th of the same calendar month, or if such 18th day is not a Business Day, the
immediately preceding Business Day.

         SERVICING ADVANCES: All customary, reasonable, and necessary "out of
pocket" costs and expenses incurred in the performance by the Master Servicer of
its servicing obligations, including the cost of

         (i)        (a) the preservation, restoration, and protection of a
         Mortgaged Property,

                    (b) expenses reimbursable to the Master Servicer pursuant to
         Section 3.12 and any enforcement or judicial proceedings, including
         foreclosures,

                    (c) the management and liquidation of any REO Property, and

                    (d) compliance with the obligations under Section 3.10; and

         (ii) reasonable compensation to the Master Servicer or its affiliates
for acting as broker in connection with the sale of foreclosed Mortgaged
Properties and for performing certain default management and other similar
services (including appraisal services) in connection with the servicing of
defaulted Mortgage Loans. For purposes of clause (ii), only costs and expenses
incurred in connection with the performance of activities generally considered
to be outside the scope of customary servicing or master servicing duties shall
be treated as Servicing Advances.

         SERVICING OFFICER: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and facsimile signature appear on


                                       29

<PAGE>



a list servicing officers furnished to the Trustee by the Master Servicer on the
Closing Date pursuant to this Agreement, as the list may from time to time be
amended.

         SERVICING STANDARD: That degree of skill and care exercised by the
Master Servicer with respect to Mortgage Loans comparable to the Mortgage Loans
serviced by the Master Servicer for itself or others. Such standard of care
shall not be lower than that the Master Servicer customarily employs and
exercises in servicing and administering similar mortgage loans for its own
account and shall be in full compliance with all federal, state and local laws,
ordinances, rules and regulations.

         SPECIAL DEPOSIT: As defined in Section 2.01.

         STARTUP DAY: November 30, 2001.

         STOP-LOSS AMOUNT: As of the Cut-off Date, 4.25% of the aggregate
Cut-off Date Balance of the Mortgage Loans initially covered by the Supplemental
PMI Policy. With respect to any date of determination after the Cut-off Date,
the initial Stop-Loss Amount, less the aggregate amount of claims paid by the
Supplemental PMI Insurer in respect of the Supplemental PMI Policy on or before
such date of determination.

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

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

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

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

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


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

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

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

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

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

         SUBSTITUTE MORTGAGE LOAN: A mortgage loan tendered to the Trustee
pursuant to the Underlying Purchase 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 Rate
Adjustment Dates as such Mortgage Loan, and a Minimum Lifetime Mortgage Rate no
lower than that of such Mortgage Loan.

         SUPPLEMENTAL PMI INSURANCE PREMIUM: With respect to each Distribution
Date, the premium for the Supplemental PMI Policy, equal to one month's interest
at the Supplemental PMI Insurance Premium Rate on the Scheduled Principal
Balance (as of the beginning of the related Due Period) of the Mortgage Loans
which were covered by the Supplemental PMI Policy as of the Cut-off Date,


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<PAGE>



payable by the Trustee on each Distribution Date from amounts on deposit in the
Distribution Account in accordance with Section 3.09(b)(ii) of this Agreement.

         SUPPLEMENTAL PMI INSURANCE PREMIUM RATE: With respect to any Mortgage
Loan covered by the Supplemental PMI Policy, the rate at which the premium on
the Supplemental PMI Policy accrues, which is 0.31% per annum.

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

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

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

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

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

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

         UNDERLYING PURCHASE AGREEMENT: The Purchase, Warranties and Servicing
Agreement dated August 1, 2001, between IndyMac and the Mortgage Loan Seller,
together with the related Confirmations and Bills of Sale, attached hereto as
Exhibit I.

         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


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<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.


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<PAGE>



                                   ARTICLE II

                          Conveyance of Mortgage Loans;
                        Original Issuance of Certificates

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

         In addition to the foregoing, on the Closing Date the Seller will
deposit an amount equal to $10,748.32 (the "Special Deposit") into the
Distribution Account, representing one month's interest on the Mortgage Loans
with initial Monthly Payments due on January 1, 2002. The Special Deposit will
be included in the Available Funds on the Distribution Date occurring in
December 2001.

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


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<PAGE>



insurance or mortgagee's certificate of title insurance or commitment or binder
for title insurance and (vii) originals of all modification agreements, if
applicable and available;

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

         Section 2.02. ACCEPTANCE OF MORTGAGE LOANS BY TRUSTEE. (a) The Trustee
acknowledges the sale, transfer and assignment of the Trust to it by the Seller
and receipt of, subject to further review and the exceptions which may be noted
pursuant to the procedures described below, and declares that


                                       35

<PAGE>



it holds, the documents (or certified copies thereof) delivered to it pursuant
to Section 2.01, and declares that it will continue to hold those documents and
any amendments, replacements or supplements thereto and all other assets of the
Trust Fund delivered to it as Trustee in trust for the use and benefit of all
present and future Holders of the Certificates. No later than 45 days after the
Closing Date (or, with respect to any Substitute Mortgage Loan, within five
Business Days after the receipt by the Trustee thereof), the Trustee agrees, for
the benefit of the Certificateholders, to review each Mortgage File delivered to
it and to execute and deliver, or cause to be executed and delivered, to the
Seller an Initial Certification substantially in the form annexed hereto as
Exhibit G. In conducting such review, the Trustee will ascertain whether all
required documents have been executed and received and whether those documents
relate, determined on the basis of the Mortgagor name, original principal
balance and loan number, to the Mortgage Loans it has received, as identified in
Exhibit B to this Agreement, as supplemented (provided, however, that with
respect to those documents described in subclauses (b)(iv), (b)(v) and (b)(vi)
of Section 2.01, the Trustee's obligations shall extend only to documents
actually delivered pursuant to such subsections). In performing any such review,
the Trustee may conclusively rely on the purported due execution and genuineness
of any such document and on the purported genuineness of any signature thereon.
If the Trustee finds any document constituting part of the Mortgage File not to
have been executed or received, or to be unrelated to the Mortgage Loans
identified in Exhibit B or to appear to be defective on its face, the Trustee
shall promptly notify IndyMac, the Seller and the Mortgage Loans Seller. The
Trustee shall cause IndyMac to correct or cure any such defect within sixty (60)
days from the date of notice from the Trustee of the defect and if IndyMac fails
to correct or cure the defect within such period, and such defect materially and
adversely affects the interests of the Certificateholders in the related
Mortgage Loan, the Trustee shall enforce IndyMac's obligation pursuant to the
Underlying Purchase Agreement, with which the Seller and the Mortgage Loans
Seller shall cooperate as requested by the Trustee, within 60 days from the
Trustee's notification, to purchase such Mortgage Loan at the Repurchase Price;
provided that, if such defect would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure
or repurchase must occur within 90 days from the date such breach was
discovered; provided, however, that if such defect relates solely to the
inability of IndyMac to deliver the original Security Instrument or intervening
assignments thereof, or a certified copy because the originals of such
documents, or a certified copy have not been returned by the applicable
jurisdiction, IndyMac shall not be required to purchase such Mortgage Loan if
IndyMac delivers such original documents or certified copy promptly upon
receipt, but in no event later than 360 days after the Closing Date. The
foregoing repurchase obligation shall not apply in the event that IndyMac cannot
deliver such original or copy of any document submitted for recording to the
appropriate recording office in the applicable jurisdiction because such
document has not been returned by such office; provided that IndyMac shall
instead deliver a recording receipt of such recording office or, if such receipt
is not available, a certificate confirming that such documents have been
accepted for recording, and delivery to the Trustee shall be effected by IndyMac
within thirty days of its receipt of the original recorded document.

         (b) No later than 180 days after the Closing Date, the Trustee will
review, for the benefit of the Certificateholders, the Mortgage Files delivered
to it and will execute and deliver or cause to be executed and delivered to the
Seller a Final Certification substantially in the form annexed hereto as Exhibit
H. In conducting such review, the Trustee will ascertain whether an


                                       36

<PAGE>



original of each document required to be recorded has been returned from the
recording office with evidence of recording thereon or a certified copy has been
obtained from the recording office. If the Trustee finds any document
constituting part of the Mortgage File has not been received, or to be
unrelated, determined on the basis of the Mortgagor name, original principal
balance and loan number, to the Mortgage Loans identified in Exhibit B or to
appear defective on its face, the Trustee shall promptly notify IndyMac, the
Seller and the Mortgage Loan Seller (PROVIDED, HOWEVER, that with respect to
those documents described in subsection (b)(iv), (b)(v) and (b)(vi) of Section
2.01, the Trustee's obligations shall extend only to the documents actually
delivered pursuant to such subsections). In accordance with the Underlying
Purchase Agreement, IndyMac shall correct or cure any such defect or EMC shall
deliver to the Trustee an Opinion of Counsel to the effect that such defect does
not materially or adversely affect the interests of Certificateholders in such
Mortgage Loan within 90 days from the date of notice from the Trustee of the
defect and if IndyMac is unable to cure such defect within such period, and if
such defect materially and adversely affects the interests of the
Certificateholders in the related Mortgage Loan, the Trustee shall enforce
IndyMac's obligation under the Underlying Purchase Agreement to purchase such
Mortgage Loan at the Repurchase Price, with which the Seller and the Mortgage
Loan Seller shall cooperate, as requested by the Trustee; PROVIDED, HOWEVER,
that if such defect relates solely to the inability of IndyMac to deliver the
original Security Instrument or intervening assignments thereof, or a certified
copy, because the originals of such documents. or a certified copy, have not
been returned by the applicable jurisdiction, IndyMac shall not be required to
purchase such Mortgage Loan, if IndyMac delivers such original documents or
certified copy promptly upon receipt, but in no event later than 360 days after
the Closing Date.

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

         Section 2.03. ASSIGNMENT OF INTEREST IN THE MORTGAGE LOAN PURCHASE
AGREEMENT. (a) The Seller hereby assigns to the Trustee, on behalf of the
Certificateholders, all of its right, title and interest in the Mortgage Loan
Purchase Agreement, including but not limited to Seller's rights and obligations
pursuant to the Underlying Purchase Agreement, provided that the Seller retains
a joint and several right in the event of breach of the representations,
warranties and covenants of IndyMac under the Underlying Purchase Agreement to
enforce the provisions thereof and to seek all or any available remedies; and
provided further that this shall not be deemed an agreement or requirement


                                       37

<PAGE>



on the part of the Seller to pursue any such remedies; provided, further, that
the obligations of IndyMac or the Mortgage Loan Seller, as applicable, to
substitute or repurchase, as applicable, a Mortgage Loan shall be the Trustee's
and the Certificateholders' sole remedy for any breach thereof. At the request
of the Trustee, the Seller shall take such actions as may be necessary to
enforce the above right, title and interest on behalf of the Trustee and the
Certificateholders or shall execute such further documents as the Trustee may
reasonably require in order to enable the Trustee to carry out such enforcement.

         (b) If the Seller or the Trustee discovers (i) a breach of any of the
representations and warranties set forth in Section 3.02 of the Underlying
Purchase Agreement and such breach existed on the date the representation and
warranty was made or (ii) in accordance with Section 7 of the Mortgage Loan
Purchase Agreement, that an event has occurred which rendered the representation
and warranty untrue in any material respect between the date of the Underlying
Purchase Agreement and the Closing Date, which breach materially and adversely
affects the value of the interests of Certificateholders or the Trustee in the
related Mortgage Loan, the party discovering the breach shall give prompt
written notice of the breach to the other parties. IndyMac or the Mortgage Loan
Seller, as applicable, within 60 days of its discovery or receipt of notice that
such breach has occurred (whichever occurs earlier), shall cure the breach in
all material respects or, subject to the Underlying Purchase Agreement, the
Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, shall purchase the Mortgage Loan or any property acquired with
respect thereto from the Trustee; PROVIDED, HOWEVER, that if there is a breach
of any representation set forth in the Underlying Purchase Agreement, the
Mortgage Loan Purchase Agreement or Section 2.04 of this Agreement, as
applicable, and the Mortgage Loan or the related property acquired with respect
thereto has been sold, then IndyMac or the Mortgage Loan Seller, as applicable,
shall pay, in lieu of the Repurchase Price, any excess of the Repurchase Price
over the Net Liquidation Proceeds received upon such sale. (If the Net
Liquidation Proceeds exceed the Repurchase Price, any excess shall be paid to
IndyMac or the Mortgage Loan Seller, as applicable, to the extent not required
by law to be paid to the borrower.) Any such purchase by IndyMac or the Mortgage
Loan Seller shall be made by providing an amount equal to the Repurchase Price
to the Trustee for deposit in the Distribution Account and the Trustee, upon
deposit of the Repurchase Price in the Distribution Account and of written
notification detailing the components of such Repurchase Price, shall release to
IndyMac or the Mortgage Loan Seller, as applicable, the related Mortgage File
and shall execute and deliver all instruments of transfer or assignment
furnished to it by IndyMac or the Mortgage Loan Seller, as applicable, without
recourse, as are necessary to vest in IndyMac or the Mortgage Loan Seller, as
applicable, title to and rights under the Mortgage Loan or any property acquired
with respect thereto. Such purchase shall be deemed to have occurred on the date
on which the Repurchase Price in available funds is received by the Trustee. The
Trustee shall amend the Mortgage Loan Schedule to reflect such repurchase and
shall promptly notify the Master Servicer and the Rating Agencies of such
amendment. Enforcement of the obligation of IndyMac or the Mortgage Loan Seller
to purchase (or substitute a Substitute Mortgage Loan for) any Mortgage Loan or
any property acquired with respect thereto (or pay the Repurchase Price as set
forth in the above proviso) as to which a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on their behalf.



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<PAGE>



         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 Underlying Purchase Agreement, the Mortgage Loan Purchase
Agreement or Sections 2.02 or 2.03 of this Agreement, IndyMac or the Mortgage
Loan Seller, as applicable, may, no later than the date by which such purchase
by IndyMac or the Mortgage Loan Seller, as applicable, would otherwise be
required, tender to the Trustee a Substitute Mortgage Loan accompanied by a
certificate of an authorized officer of IndyMac or the Mortgage Loan Seller, as
applicable, that such Substitute Mortgage Loan conforms to the requirements set
forth in the definition of "Substitute Mortgage Loan" in the Underlying Purchase
Agreement or this Agreement, as applicable; PROVIDED, HOWEVER, that substitution
pursuant to the Underlying Purchase Agreement, the Mortgage Loan Purchase
Agreement or Section 2.04 of this Agreement, as applicable, in lieu of purchase
shall not be permitted after the termination of the two-year period beginning on
the Startup Day; 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 Trustee shall examine the Mortgage File for any
Substitute Mortgage Loan in the manner set forth in Section 2.02(a) and shall
notify IndyMac or the Mortgage Loan Seller, as applicable, in writing, within
five Business Days after receipt, whether or not the documents relating to the
Substitute Mortgage Loan satisfy the requirements of the third sentence of
Subsection 2.02(a). Within two Business Days after such notification, IndyMac or
the Mortgage Loan Seller, as applicable, shall provide to the Trustee for
deposit in the Distribution Account the amount, if any, by which the Outstanding
Principal Balance as of the next preceding Due Date of the Mortgage Loan for
which substitution is being made, after giving effect to Scheduled Principal due
on such date, exceeds the Outstanding Principal Balance as of such date of the
Substitute Mortgage Loan, after giving effect to Scheduled Principal due on such
date, which amount shall be treated for the purposes of this Agreement as if it
were the payment by IndyMac or the Mortgage Loan Seller, as applicable, of the
Repurchase Price for the purchase of a Mortgage Loan by IndyMac or the Mortgage
Loan Seller, as applicable. After such notification to IndyMac or the Mortgage
Loan Seller and, if any such excess exists, upon receipt of such deposit, the
Trustee shall accept such Substitute Mortgage Loan which shall thereafter be
deemed to be a Mortgage Loan hereunder. In the event of such a substitution,
accrued interest on the Substitute Mortgage Loan for the month in which the
substitution occurs and any Principal Prepayments made thereon during such month
shall be the property of the Trust Fund and accrued interest for such month on
the Mortgage Loan for which the substitution is made and any Principal
Prepayments made thereon during such month shall be the property of IndyMac or
the Mortgage Loan Seller, as applicable, or the Master Servicer. The Scheduled
Principal on a Substitute Mortgage Loan due on the Due Date in the month of
substitution shall be the property of IndyMac or the Mortgage Loan Seller, as
applicable, and the Scheduled Principal on the Mortgage Loan for which the
substitution is made due on such Due Date shall be the property of the Trust
Fund. Upon acceptance of the Substitute Mortgage Loan, the Trustee shall release
to IndyMac or the Mortgage Loan Seller, as applicable, the related Mortgage File
related to any Mortgage Loan released pursuant to the Underlying Purchase
Agreement, the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as applicable, and shall execute and deliver all instruments of
transfer or assignment, without recourse, in form as provided to it as are
necessary to vest in IndyMac or the Mortgage Loan Seller, as applicable, title
to and rights under any Mortgage Loan released pursuant to the Underlying
Purchase Agreement, the Mortgage Loan Purchase Agreement or Section 2.04 of this
Agreement, as applicable. IndyMac or the


                                       39

<PAGE>



Mortgage Loan Seller shall deliver the documents related to the Substitute
Mortgage Loan in accordance with the provisions of the Underlying 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 Underlying Purchase
Agreement and the Mortgage Loan Purchase Agreement shall be deemed to have been
made by IndyMac or the Mortgage Loan Seller with respect to each Substitute
Mortgage Loan as of the date of acceptance of such Mortgage Loan by the Trustee.
The Trustee shall amend the Mortgage Loan Schedule to reflect such substitution
and shall provide a copy of such amended Mortgage Loan Schedule to the Master
Servicer and the Rating Agencies.

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

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

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

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

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

                    (iii) the execution and delivery by the Seller of this
         Agreement have been duly authorized by all necessary corporate action
         on the part of the Seller; and neither the execution and delivery of
         this Agreement, nor the consummation of the transactions herein
         contemplated, nor compliance with the provisions hereof, will conflict
         with or result in a breach of, or constitute a default under, any of
         the provisions of any law, governmental rule,


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<PAGE>



         regulation, judgment, decree or order binding on the Seller or its
         properties or the articles of incorporation or by-laws of the Seller,
         except those conflicts, breaches or defaults which would not reasonably
         be expected to have a material adverse effect on the Seller's ability
         to enter into this Agreement and to consummate the transactions
         contemplated hereby;

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

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

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

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


                                       41

<PAGE>



                                   ARTICLE III

                 Administration and Servicing of Mortgage Loans

         Section 3.01.     MASTER SERVICER TO SERVICE MORTGAGE LOANS.

         (a) For and on behalf of the Certificateholders, the Master Servicer
shall service and administer the Mortgage Loans in accordance with this
Agreement, the Supplemental PMI Policy and the Servicing Standard. In connection
with such servicing and administration, the Master Servicer shall have full
power and authority, acting alone or through Subservicers as provided in Section
3.02, to do anything that it may deem appropriate in connection with servicing
and administration, including the power and authority, subject to the terms
hereof,

                    (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 (but only in
         the manner provided in this Agreement),

                    (iii) to collect any Insurance Proceeds and other
         Liquidation Proceeds, and

                    (iv) to effectuate foreclosure or other conversion of the
         ownership of the Mortgaged Property securing any Mortgage Loan.

         (b) Notwithstanding anything in this Agreement to the contrary, the
Master Servicer shall not (unless the Mortgagor is in default with respect to
the Mortgage Loan or such default is, in the judgment of the Master Servicer,
reasonably foreseeable) make or permit any modification, waiver or amendment of
any term of any Mortgage Loan that would both (i) effect an exchange or
reissuance of such Mortgage Loan under Section 1001 or the Code (or Treasury
regulations promulgated thereunder) and (ii) cause any of REMIC I or REMIC II to
fail to qualify as a REMIC under the Code or the imposition of any tax on
"prohibited transactions" or "contributions" after the Startup Day under the
REMIC Provisions.

         (c) Without limiting the generality of the foregoing, the Master
Servicer, in its own name or in the name of the Seller and the Trustee, is
hereby authorized and empowered by the Seller and the Trustee, when the Master
Servicer believes it appropriate in its reasonable judgment, to execute and
deliver, on behalf of the Trustee, the Seller, the Certificateholders, or any of
them, any instruments of satisfaction or cancellation, or of partial or full
release or discharge, and all other comparable instruments, with respect to the
Mortgage Loans, the Insurance Policies, and with respect to the Mortgaged
Properties held for the benefit of the Certificateholders. The Master Servicer
shall prepare and deliver to the Seller or the Trustee any documents requiring
execution and delivery by either or both of them appropriate to enable the
Master Servicer to service and administer the Mortgage Loans to the extent that
the Master Servicer is not permitted to execute and deliver such documents
pursuant to the preceding sentence. Upon receipt of the documents, the Seller or
the Trustee shall execute the documents and deliver them to the Master Servicer.


                                       42

<PAGE>



         (d) In accordance with and to the extent of the Servicing Standard, the
Master Servicer shall advance funds necessary to effect the payment of taxes and
assessments on the Mortgaged Properties, which advances shall be reimbursable in
the first instance from related collections from the Mortgagors pursuant to
Section 3.07, and further as provided in Section 3.09. The costs incurred by the
Master Servicer in effecting the timely payments of taxes and assessments on the
Mortgaged Properties and related insurance premiums shall not, for the purpose
of calculating monthly distributions to the Certificateholders, be added to the
Stated Principal Balances of the related Mortgage Loans, notwithstanding that
the Mortgage Loans so permit.

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

         (f) With respect to any Mortgage Loans which as of the first day of a
Calendar Quarter is delinquent in payment by 90 days or more or is an REO
Property, EMC shall have the sole right (and not the Trustee) to purchase any
Mortgage Loan from the Trust which becomes 90 days or more delinquent or becomes
an REO Property; 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.

         (g) With respect to any Mortgage Loan which is delinquent in payment by
90 days or more or is an REO Property, EMC may, upon reimbursement of all
related Monthly Advances and Servicing Advances, assume the primary servicing of
such Mortgage Loan. In such event, EMC will receive the Master Servicing Fee
with respect to such Mortgage Loan and will otherwise act as a Subservicer in
accordance with this Agreement, except that EMC may not be terminated by the
Master Servicer.

         Section 3.02.     SUBSERVICING, ENFORCEMENT OF THE OBLIGATIONS OF
                           SUBSERVICERS.

         (a) The Master Servicer may arrange for the subservicing of any
Mortgage Loan by a subservicer pursuant to a subservicing agreement (a
"Subservicer"). The subservicing arrangement and the related subservicing
agreement must provide for the servicing of the Mortgage Loans in a manner
consistent with the servicing arrangements contemplated hereunder. Unless the
context otherwise requires, references in this Agreement to actions taken or to
be taken by the Master Servicer in servicing the Mortgage Loans include actions
taken or to be taken by a Subservicer on behalf of the Master Servicer.
Notwithstanding anything in any subservicing agreement or this Agreement
relating to agreements or arrangements between the Master Servicer and a
Subservicer or references to actions taken through a Subservicer or otherwise,
the Master Servicer shall remain obligated and liable to the Trustee and
Certificateholders for the servicing and administration of the


                                       43

<PAGE>



Mortgage Loans in accordance with this Agreement without diminution of its
obligation or liability by virtue of the subservicing agreements or arrangements
or by virtue of indemnification from the Subservicer and to the same extent and
under the same terms as if the Master Servicer alone were servicing and
administering the Mortgage Loans. All actions of each Subservicer performed
pursuant to the related subservicing agreement shall be performed as agent of
the Master Servicer with the same effect as if performed directly by the Master
Servicer.

         (b) For purposes of this Agreement, the Master Servicer shall be deemed
to have received any collections, recoveries, or payments with respect to the
Mortgage Loans that are received by the Subservicer regardless of whether the
payments are remitted by the Subservicer to the Master Servicer.

         Section 3.03.     RIGHTS OF THE SELLER IN RESPECT OF THE MASTER
                           SERVICER.

         The Seller may, but is not obligated to, enforce the obligations of the
Master Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of the Master Servicer hereunder
and in connection with any such defaulted obligation to exercise the related
rights of the Master Servicer hereunder; provided that the Master Servicer shall
not be relieved of any of its obligations hereunder by virtue of such
performance by the Seller or its designee. The Seller shall not have any
responsibility or liability for any action or failure to act by the Master
Servicer nor shall the Seller be obligated to supervise the performance of the
Master Servicer hereunder or otherwise.

         Section 3.04. NO CONTRACTUAL RELATIONSHIP BETWEEN SUBSERVICERS AND THE
TRUSTEE. Any subservicing arrangement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be solely
between the Subservicer and the Master Servicer alone, and the Trustee and
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties, or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.05.

         Section 3.05. TRUSTEE TO ACT AS MASTER SERVICER. If the Master Servicer
for any reason is no longer the Master Servicer hereunder (including because of
an Event of Default), the Trustee or its successor shall thereupon assume all of
the rights and obligations of the Master Servicer hereunder arising thereafter
(except that the Trustee shall not be

                    (i) liable for losses of the Master Servicer pursuant to
         Section 3.10 or any acts or omissions of the predecessor Master
         Servicer hereunder),

                    (ii) obligated to make Monthly Advances if it is prohibited
         from doing so by applicable law,

                    (iii) obligated to effectuate repurchases or substitutions
         of Mortgage Loans hereunder, including repurchases or substitutions
         pursuant to Section 2.02 or 2.03,



                                       44

<PAGE>



                    (iv) responsible for expenses of the Master Servicer
         pursuant to Section 2.03, or

                    (v) deemed to have made any representations and warranties
         of the Master Servicer hereunder. Any assumption shall be subject to
         Section 7.02.

         Every subservicing agreement entered into by the Master Servicer shall
contain a provision giving the successor Master Servicer the option to terminate
the agreement without cause and without payment of a termination fee if a
successor Master Servicer is appointed.

         If the Master Servicer is no longer the Master Servicer for any reason
(including because of any Event of Default), the Trustee (or any other successor
Master Servicer) may, at its option, succeed to any rights and obligations of
the Master Servicer under any subservicing agreement in accordance with its
terms. The Trustee (or any other successor Master Servicer) shall not incur any
liability or have any obligations in its capacity as successor Master Servicer
under a subservicing agreement arising before the date of succession unless it
expressly elects to succeed to the rights and obligations of the Master Servicer
thereunder; and the Master Servicer shall not thereby be relieved of any
liability or obligations under the subservicing agreement arising before the
date of succession.

         The Master Servicer shall, upon request of the Trustee, but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each subservicing agreement and the Mortgage Loans then
being serviced thereunder and an accounting of amounts collected held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
the subservicing agreement to the assuming party.

         Notwithstanding anything else in this Agreement to the contrary, in no
event shall the Trustee be liable for any servicing fee or for any differential
in the amount of the servicing fee paid under this Agreement and the amount
necessary to induce any successor Master Servicer to act as successor Master
Servicer under this Agreement and the transactions provided for in this
Agreement.

         Section 3.06.     COLLECTION OF MORTGAGE LOAN PAYMENTS.

         (a) In accordance with and to the extent of the Servicing Standard, the
Master Servicer shall make reasonable efforts in accordance with the customary
and usual standards of practice of prudent mortgage servicers to collect all
payments called for under the Mortgage Loans to the extent the procedures are
consistent with this Agreement, the Supplemental PMI Policy and any related
Required Insurance Policy. Consistent with the foregoing, the Master Servicer
may in its discretion (i) waive any late payment charge or any prepayment charge
or penalty interest in connection with the prepayment of a Mortgage Loan and
(ii) extend the due dates for payments due on a Mortgage Note for a period not
greater than six months. However, the Master Servicer cannot extend the maturity
of any Mortgage Loan past the date on which the final payment is due on the
latest maturing Mortgage Loan in the applicable Loan Group as of the related
Cut-off Date. Consistent with the foregoing, the Master Servicer may waive,
modify, or vary any term of any Mortgage Loan or consent to the postponement of
any such term or in any manner grant indulgence to any Mortgagor if in the
Master Servicer's reasonable and prudent determination such waiver,
modification, postponement or indulgence is not materially adverse to the
Trustee or the Certificateholders.


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<PAGE>



However, unless the related Mortgagor is in imminent default with respect to the
Mortgage Loan, or such default is, in the judgment of the Master Servicer,
imminent, the Master Servicer shall not permit any modification with respect to
any Mortgage Loan that would change the interest rates, any interest rate cap or
the related Gross Margin, forgive the payment of any principal or interest,
change the outstanding principal amount or change the final maturity date. In
the event of any such arrangement, the Master Servicer shall make Monthly
Advances on the related Mortgage Loan in accordance with Section 4.01 during the
scheduled period in accordance with the amortization schedule of the Mortgage
Loan without modification thereof because of the arrangements. The Master
Servicer shall not be required to institute or join in litigation with respect
to collection of any payment (whether under a Mortgage, Mortgage Note, or
otherwise or against any public or governmental authority with respect to a
taking or condemnation) if it reasonably believes that enforcing the provision
of the Mortgage Note or other instrument pursuant to which the payment is
required is prohibited by applicable law.

         (b) The Master Servicer shall establish and maintain (or, if a Mortgage
Loan is subserviced by another Person, cause the related Subservicer to
establish and maintain) one or more Servicing Accounts into which the Master
Servicer shall deposit on a daily basis within one Business Day of receipt, the
following payments and collections received by it or remitted by any Subservicer
in respect of Mortgage Loans after the related Cut-off Date (other than in
respect of principal and interest due on the Mortgage Loans on or prior to the
Cut-off Date):

                    (i) all payments on account of principal on the Mortgage
         Loans, including Principal Prepayments;

                    (ii) all payments on account of interest on the Mortgage
         Loans, net of the related Master Servicing Fee; and

                    (iii) all Insurance Proceeds and Liquidation Proceeds, other
         than proceeds to be applied to the restoration or repair of the
         Mortgaged Property or released to the Mortgagor in accordance with the
         Master Servicer's normal servicing procedures.

         By the Servicing Account Withdrawal Date in each calendar month, the
Master Servicer shall or shall each Subservicer to (a) withdraw from the
Servicing Account all amounts on deposit therein pursuant to clauses (i) and
(ii) above (other than amounts attributable to a Principal Prepayment in full)
and (b) deposit such amounts in the Collection Account.

         By the Business Day in each calendar month following the deposit in the
Servicing Account of amounts on deposit therein pursuant to clause (iii) above
or pursuant to any Principal Prepayment in full, the Master Servicer shall (a)
withdraw such amounts from the Servicing Account and (b) deposit such amounts in
the Collection Account.

         (c) The Master Servicer shall establish and maintain a Collection
Account into which the Master Servicer shall deposit, as and when required by
paragraph (b) of this Section 3.06, all amounts required to be deposited into
the Collection Account pursuant to that paragraph.



                                       46

<PAGE>



         (d) The Master Servicer shall establish and maintain a Certificate
Account into which the Master Servicer shall deposit on a daily basis (i) within
one Business Day of deposit in the Collection Account (in the case of items (i)
through (iii) below) and (2) within one Business Day of receipt (in the case of
all other items), except as otherwise specified herein, the following payments
and collections received by it or remitted by any Subservicer in respect of
Mortgage Loans after the related Cut-off Date (other than in respect of
principal and interest due on the Mortgage Loans by the related Cut-off Date)
and the following amounts required to be deposited hereunder:

                    (i) all payments on account of principal on the Mortgage
         Loans, including Principal Prepayments;

                    (ii) all payments on account of interest on the Mortgage
         Loans, net of the related Master Servicing Fee;

                    (iii) all Insurance Proceeds and Liquidation Proceeds, other
         than proceeds to be applied to the restoration or repair of the
         Mortgaged Property or released to the Mortgagor in accordance with the
         Master Servicer's normal servicing procedures;

                    (iv) any amount required to be deposited by the Master
         Servicer pursuant to Section 3.06(f) in connection with any losses on
         Permitted Investments;

                    (v) any amounts required to be deposited by the Master
         Servicer pursuant to Sections 3.12 and 3.14;

                    (vi) all Repurchase Prices from EMC or IndyMac and all
         amounts required to be deposited with respect to a Substitute Mortgage
         Loan;

                    (vii) all Monthly Advances made by the Master Servicer
         pursuant to Section 4.01; and

                    (viii) any other amounts required to be deposited hereunder.

         The foregoing requirements for remittance by the Master Servicer shall
be exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments in the nature of prepayment charges, late
payment charges or assumption fees, if collected, need not be remitted by the
Master Servicer. If the Master Servicer remits any amount not required to be
remitted, it may at any time withdraw that amount from the Certificate Account,
any provision herein to the contrary notwithstanding. The withdrawal or
direction may be accomplished by delivering written notice of it to the Trustee
or any other institution maintaining the Certificate Account that describes the
amounts deposited in error in the Certificate Account. The Master Servicer shall
maintain adequate records with respect to all withdrawals made pursuant to this
Section 3.06. All funds deposited in the Certificate Account shall be held in
trust for the Certificateholders until withdrawn in accordance with Section
3.09.



                                       47

<PAGE>



         (e) The Trustee shall establish and maintain the Distribution Account
on behalf of the Certificateholders. The Trustee shall, promptly upon receipt,
deposit in the Distribution Account and retain therein the following:

                    (i) the aggregate amount remitted by the Master Servicer to
         the Trustee pursuant to Section 3.09(a);

                    (ii) any amount deposited by the Trustee pursuant to Section
         3.06(g) in connection with any losses on Permitted Investments; and

                    (iii) any other amounts deposited hereunder which are
         required to be deposited in the Distribution Account.

         All funds deposited in the Distribution Account shall be held by the
Trustee in trust for the Certificateholders until disbursed in accordance with
this Agreement or withdrawn in accordance with Section 3.09. In no event shall
the Trustee incur liability for withdrawals from the Distribution Account at the
direction of the Master Servicer.

         (f) Each institution at which the Certificate Account is maintained
shall invest the funds therein as directed in writing by the Master Servicer in
Permitted Investments, which shall mature not later than the second Business Day
preceding the related Distribution Account Deposit Date (except that if the
Permitted Investment is an obligation of the institution that maintains the
account, then the Permitted Investment shall mature not later than the Business
Day preceding the Distribution Account Deposit Date) and shall not be sold or
disposed of before its maturity. All such Permitted Investments shall be made in
the name of the Trustee, for the benefit of the Certificateholders. All income
and gain (net of any losses) realized from any such investment of funds on
deposit in the Certificate Account shall be for the benefit of the Master
Servicer as servicing compensation and shall be remitted to it monthly as
provided herein. The amount of any realized losses on Permitted Investments in
the Certificate Account shall promptly be deposited by the Master Servicer in
the Certificate Account.

         (g) Each institution at which the Distribution Account is maintained
shall invest the funds therein as directed by the Trustee in Permitted
Investments, or hold such funds uninvested, which shall mature not later than
the Business Day next preceding the Distribution Date (except that if the
Permitted Investment is an obligation of the institution that maintains such
account, then the Permitted Investment shall mature not later than the
Distribution Date) and shall not be sold or disposed of before its maturity. All
such Permitted Investments shall be made in the name of the Trustee, for the
benefit of the Certificateholders. All income and gain (net of any losses) or
other benefit realized from any such investment of funds on deposit in the
Distribution Account shall be for the benefit of the Trustee as compensation and
shall be remitted to it monthly as provided herein. The amount of any realized
losses on Permitted Investments in the Distribution Account shall promptly be
deposited by the Trustee in the Distribution Account.

         (h) The Master Servicer shall give notice to the Trustee, the Seller,
each Rating Agency and the Seller of any proposed change of the location of the
Collection Account and the Certificate


                                       48

<PAGE>



Account not later than 30 days and not more than 45 days before any change
thereof. The Trustee shall give notice to the Master Servicer, the Seller, each
Rating Agency and the Seller of any proposed change of the location of the
Distribution Account not later than 30 days and not more than 45 days before any
change thereof.

         Section 3.07.     COLLECTION OF TAXES; ESCROW ACCOUNTS.

         (a) To the extent required by the related Mortgage Note and not
violative of current law, the Master Servicer shall establish and maintain one
or more accounts (each, an "Escrow Account") and deposit and retain therein all
collections from the Mortgagors (or advances) for the payment of taxes,
assessments, hazard insurance premiums or comparable items for the account of
the Mortgagors. Nothing herein shall require the Master Servicer to compel a
Mortgagor to establish an Escrow Account in violation of applicable law.

         (b) Withdrawals of amounts so collected from the Escrow Accounts may be
made only to effect timely payment of taxes, assessments, hazard insurance
premiums, condominium or PUD association dues, or comparable items, to reimburse
(without duplication) the Master Servicer out of related collections for any
payments made pursuant to Section 3.12 (with respect to taxes and assessments
and insurance premiums) and Section 3.13 (with respect to hazard insurance), to
refund to any Mortgagors any sums determined to be overages, to pay interest, if
required by law or the related Mortgage or Mortgage Note, to Mortgagors on
balances in the Escrow Account or to clear and terminate the Escrow Account at
the termination of this Agreement in accordance with Section 9.01. The Escrow
Accounts shall not be a part of the Trust Fund. As part of its servicing duties,
the Master Servicer and any Subservicer shall, if an to the extent required by
law, pay to the Mortgagors interest on funds in Servicing Accounts from its own
funds, without any reimbursement therefor.

         (c) The Master Servicer shall advance any payments referred to in
Section 3.07(a) that are not timely paid by the Mortgagors or advanced by the
Master Servicer on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.

         Section 3.08.     ACCESS TO CERTAIN DOCUMENTATION.

         The Master Servicer shall provide, and shall cause any Subservicer to
provide, to the Seller and the Trustee, access to the documentation in their
possession regarding the related Mortgage Loans and REO Properties and to the
Certificateholders, the FDIC, and the supervisory agents and examiners of the
FDIC (to which the Trustee shall also provide) access to the documentation
regarding the related Mortgage Loans required by applicable regulations, such
access being afforded without charge but only upon reasonable request and during
normal business hours at the offices of the Master Servicer or the Subservicers
that are designated by these entities; PROVIDED, HOWEVER, that, unless otherwise
required by law, the Trustee, the Master Servicer or the Subservicer shall not
be required to provide access to such documentation if the provision thereof
would violate the legal right to privacy of any Mortgagor; PROVIDED, FURTHER,
HOWEVER, that the Trustee shall coordinate its


                                       49

<PAGE>



requests for such access so as not to impose an unreasonable burden on, or cause
an unreasonable interruption of, the business of the Master Servicer or any
Subservicer. The Master Servicer, the Subservicers and the Trustee shall allow
representatives of the above entities to photocopy any of the documentation and
shall provide equipment for that purpose at a charge that covers their own
actual out-of-pocket costs.

         Upon reasonable advance notice in writing, the Master Servicer will
provide to each Certificateholder that is a savings and loan association, bank,
or insurance company certain reports and reasonable access to information and
documentation regarding the Mortgage Loans sufficient to permit the
Certificateholder to comply with applicable regulations of the OTS or other
regulatory authorities with respect to investment in the Certificates. The
Master Servicer shall be entitled to be reimbursed by each such
Certificateholder for actual expenses incurred by the Master Servicer in
providing the reports and access.

         Section 3.09.     PERMITTED WITHDRAWALS FROM THE CERTIFICATE ACCOUNT
AND THE DISTRIBUTION ACCOUNT.

         (a) The Master Servicer may (and, in the case of clause (ix) below,
shall) from time to time make withdrawals from the Certificate Account and may
instruct the Trustee to make withdrawals from the Distribution Account for the
following purposes:

                    (i) to pay to the Master Servicer or the related Subservicer
         (to the extent not previously retained) the servicing compensation to
         which it is entitled pursuant to Section 3.15, and to pay to the Master
         Servicer, as additional master servicing compensation, earnings on or
         investment income with respect to funds in or credited to the
         Certificate Account;

                    (ii) to reimburse the Master Servicer for unreimbursed
         Monthly Advances made by it, such right of reimbursement pursuant to
         this subclause (ii) being limited to amounts received on the Mortgage
         Loans in respect of which the Monthly Advance was made;

                    (iii) to reimburse the Master Servicer for any
         Nonrecoverable Advance previously made;

                    (iv) to reimburse the Master Servicer for Insured Expenses
         from the related Insurance Proceeds;

                    (v) to reimburse the Master Servicer for (a) unreimbursed
         Servicing Advances, the Master Servicer's right to reimbursement
         pursuant to this clause (a) with respect to any Mortgage Loan being
         limited to amounts received on the Mortgage Loans that represent late
         recoveries of the payments for which the advances were made pursuant to
         Section 3.01 or Section 3.07 and (b) for unpaid Master Servicing Fees
         as provided in Section 3.12;

                    (vi) to pay to the purchaser, with respect to each Mortgage
         Loan or property acquired in respect thereof that has been purchased
         pursuant to the Underlying Purchase


                                       50

<PAGE>



         Agreement, the Mortgage Loan Purchase Agreement, or this Agreement, all
         amounts received thereon after the date of such purchase;

                    (vii) to reimburse the Seller or the Master Servicer for
         expenses incurred by any of them and reimbursable pursuant to Section
         7.03;

                    (viii) to withdraw any amount deposited in the Certificate
         Account and not required to be deposited therein;

                    (ix) by the Distribution Account Deposit Date, to withdraw
         the Available Funds, the Advisor's Fee and the Supplement PMI Insurance
         Premium for the Distribution Date; and

                    (x) to clear and terminate the Certificate Account upon
         termination of this Agreement pursuant to Section 9.01.

         The Master Servicer shall keep and maintain separate accounting, on a
Mortgage Loan by Mortgage Loan basis, to justify any withdrawal from the
Certificate Account pursuant to subclauses (i), (ii), (iv), (v), and (vi).
Before making any withdrawal from the Certificate Account pursuant to subclause
(iii), the Master Servicer shall deliver to the Trustee an Officer's Certificate
of a Servicing Officer indicating the amount of any previous Monthly Advance
determined by the Master Servicer to be a Nonrecoverable Advance and identifying
the related Mortgage Loans and their respective portions of the Nonrecoverable
Advance.

         (b) On each Distribution Date, the Trustee shall withdraw funds from
the Distribution Account for distributions to Certificateholders as provided in
Section 6.01 of this Agreement. In addition, on each Distribution Date the
Trustee shall make withdrawals from the Distribution Account for the following
purposes:

                    (i) to pay to itself as compensation earnings on or
         investment income with respect to funds in the Distribution Account and
         other amounts payable to it in accordance with the terms of this
         Agreement;

                    (ii) to pay to the Supplemental PMI Insurer the Supplemental
         PMI Insurance Premium for such Distribution Date;

                    (iii) to pay to the Loss Mitigation Advisor the Advisor's
         Fee for such Distribution Date;

                    (iv) to withdraw and return to the Master Servicer any
         amount deposited in the Distribution Account and not required to be
         deposited therein; and

                    (v) to clear and terminate the Distribution Account upon
         termination of this Agreement pursuant to Section 9.01.

         Section 3.10.     HAZARD INSURANCE; PRIMARY INSURANCE POLICIES.


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         (a) The Master Servicer shall maintain, for each Mortgage Loan, hazard
insurance with extended coverage in an amount that is at least equal to the
lesser of

                    (i) the maximum insurable value of the improvements securing
         the Mortgage Loan and

                    (ii) the greater of (y) the outstanding principal balance of
         the Mortgage Loan and (z) an amount such that the proceeds of the
         policy are sufficient to prevent the Mortgagor or the mortgagee from
         becoming a co-insurer.

Each policy of standard hazard insurance shall contain, or have an accompanying
endorsement that contains, a standard mortgagee clause. Any amounts collected
under the policies (other than the amounts to be applied to the restoration or
repair of the related Mortgaged Property or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures) shall be
deposited in the Certificate Account. Any cost incurred in maintaining any
insurance shall not, for the purpose of calculating monthly distributions to the
Certificateholders or remittances to the Trustee for their benefit, be added to
the principal balance of the Mortgage Loan, notwithstanding that the Mortgage
Loan so permits. Such costs shall be recoverable by the Master Servicer out of
late payments by the related Mortgagor or out of Liquidation Proceeds to the
extent permitted by Section 3.09. No earthquake or other additional insurance is
to be required of any Mortgagor or maintained on property acquired in respect of
a Mortgage other than pursuant to any applicable laws and regulations in force
that require additional insurance. If the Mortgaged Property is located at the
time of origination of the Mortgage Loan in a federally designated special flood
hazard area and the area is participating in the national flood insurance
program, the Master Servicer shall maintain flood insurance for the Mortgage
Loan. The flood insurance shall be in an amount equal to the least of (i) the
original principal balance of the related Mortgage Loan, (ii) the replacement
value of the improvements that are part of the Mortgaged Property, and (iii) the
maximum amount of flood insurance available for the related Mortgaged Property
under the national flood insurance program.

         If the Master Servicer obtains and maintains a blanket policy insuring
against hazard losses on all of the Mortgage Loans, it shall have satisfied its
obligations in the first sentence of this Section 3.10. The policy may contain a
deductible clause on terms substantially equivalent to those commercially
available and maintained by comparable servicers. If the policy contains a
deductible clause and a policy complying with the first sentence of this Section
3.10 has not been maintained on the related Mortgaged Property, and if a loss
that would have been covered by the required policy occurs, the Master Servicer
shall deposit in the Certificate Account the amount not otherwise payable under
the blanket policy because of the deductible clause. In connection with its
activities as Master Servicer of the Mortgage Loans, the Master Servicer agrees
to present, on behalf of itself, the Seller, and the Trustee for the benefit of
the Certificateholders, claims under any blanket policy.

         (b) The Master Servicer shall not take any action that would result in
non-coverage under any applicable Primary Insurance Policy of any loss that, but
for the actions of the Master Servicer, would have been covered thereunder. The
Master Servicer shall not cancel or refuse to renew any Primary Insurance Policy
that is in effect at the date of the initial issuance of the Certificates and is
required to be kept in force hereunder unless the replacement Primary Insurance


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Policy for the canceled or non-renewed policy is maintained with a Qualified
Insurer. The Master Servicer need not maintain any Primary Insurance Policy if
maintaining the Primary Insurance Policy is prohibited by applicable law or if
principal amount of any Mortgage Loan is reduced below 80% of the Collateral
Value or, based upon a new appraisal, the principal amount of such first lien
Mortgage Loan represents less than 80% of the new appraised value. The Master
Servicer agrees, to the extent permitted by applicable law, to effect the timely
payment of the premiums on each Primary Insurance Policy (including any
lender-paid Primary Insurance Policy), and any costs not otherwise recoverable
shall be recoverable by the Master Servicer from the related liquidation
proceeds.

         (c) In connection with its activities as Master Servicer of the
Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the
Trustee and the Certificateholders, claims to the insurer under any Primary
Insurance Policies and, in this regard, to take any reasonable action in
accordance with the Servicing Standard necessary to permit recovery under any
Primary Insurance Policies respecting defaulted Mortgage Loans. Any amounts
collected by the Master Servicer under any Primary Insurance Policies shall be
deposited in the Collection Account or the Certificate Account (as applicable).

         Section 3.11.     DUE-ON-SALE CLAUSES; ASSUMPTION AGREEMENTS.

         (a) Except as otherwise provided in this Section 3.11, when any
property subject to a Mortgage has been conveyed by the Mortgagor, the Master
Servicer shall to the extent that it has knowledge of the conveyance and in
accordance with the Servicing Standard, enforce any due-on- sale clause
contained in any Mortgage Note or Mortgage, to the extent permitted under
applicable law and governmental regulations, but only to the extent that
enforcement will not adversely affect or jeopardize coverage under the
Supplemental PMI Policy or any Required Insurance Policy. Notwithstanding the
foregoing, the Master Servicer is not required to exercise these rights with
respect to a Mortgage Loan if the Person to whom the related Mortgaged Property
has been conveyed or is proposed to be conveyed satisfies the conditions
contained in the Mortgage Note and Mortgage related thereto and the consent of
the mortgagee under the Mortgage Note or Mortgage is not otherwise so required
under the Mortgage Note or Mortgage as a condition to the transfer.

         If (i) the Master Servicer is prohibited by law from enforcing any
due-on-sale clause, (ii) coverage under the Supplemental PMI Policy or any
Required Insurance Policy would be adversely affected, (iii) the Mortgage Note
does not include a due-on-sale clause, or (iv) nonenforcement is otherwise
permitted hereunder, the Master Servicer is authorized, subject to Section
3.11(b), to take or enter into an assumption and modification agreement from or
with the person to whom the property has been or is about to be conveyed,
pursuant to which the person becomes liable under the Mortgage Note and, unless
prohibited by applicable state law, the Mortgagor remains liable thereon. The
Mortgage Loan must continue to be covered (if so covered before the Master
Servicer enters into the agreement) by the applicable Required Insurance
Policies.

         The Master Servicer, subject to Section 3.11(b), is also authorized
with the prior approval of the insurers under any Required Insurance Policies to
enter into a substitution of liability agreement with the Person, pursuant to
which the original Mortgagor is released from liability and


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the Person is substituted as Mortgagor and becomes liable under the Mortgage
Note. Notwithstanding the foregoing, the Master Servicer shall not be deemed to
be in default under this Section 3.11 because of any transfer or assumption that
the Master Servicer reasonably believes it is restricted by law from preventing,
for any reason whatsoever.

         (b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.11(a), in any case in which a
Mortgaged Property has been conveyed to a Person by a Mortgagor, and the Person
is to enter into an assumption agreement or modification agreement or supplement
to the Mortgage Note or Mortgage that requires the signature of the Trustee, or
if an instrument of release signed by the Trustee is required releasing the
Mortgagor from liability on the Mortgage Loan, the Master Servicer shall prepare
and deliver to the Trustee for signature and shall direct the Trustee, in
writing, to execute the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed, and the modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments appropriate to
carry out the terms of the Mortgage Note or Mortgage or otherwise to comply with
any applicable laws regarding assumptions or the transfer of the Mortgaged
Property to the Person. In connection with any such assumption, no material term
of the Mortgage Note may be changed.

         In addition, the substitute Mortgagor and the Mortgaged Property must
be acceptable to the Master Servicer in accordance with its underwriting
standards as then in effect. Together with each substitution, assumption, or
other agreement or instrument delivered to the Trustee for execution by it, the
Master Servicer shall deliver an Officer's Certificate signed by a Servicing
Officer stating that the requirements of this subsection have been met in
connection therewith. The Master Servicer shall notify the Trustee that any
substitution or assumption agreement has been completed by forwarding to the
Trustee the original of the, substitution or assumption agreement, which in the
case of the original shall be added to the related Mortgage File and shall, for
all purposes, be considered a part of the Mortgage File to the same extent as
other documents and instruments constituting a part thereof. The Master Servicer
will retain any fee collected by it for entering into an assumption or
substitution of liability agreement as additional master servicing compensation.

         Section 3.12.     REALIZATION UPON DEFAULTED MORTGAGE LOANS.

         (a) The Master Servicer shall use reasonable efforts in accordance with
the Servicing Standard to foreclose on or otherwise comparably convert the
ownership of assets 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. In connection with the foreclosure or other
conversion, the Master Servicer shall follow the Servicing Standard, shall
follow the requirements of the insurer under any Required Insurance Policy, and
shall follow the requirements of the Supplemental PMI Insurer under the
Supplemental PMI Policy.

         In connection with such foreclosure or other conversion, the Master
Servicer shall follow such practices and procedures as it shall deem necessary
or advisable, as shall be normal and usual in its general mortgage servicing
activities and as shall meet the requirements of the insurer under any Required
Insurance Policy and the Supplemental PMI Policy. The Master Servicer shall not
be required to expend its own funds in connection with any foreclosure or
towards the restoration of


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<PAGE>



any property unless it determines (i) that the restoration or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan after reimbursement to
itself of restoration expenses and (ii) that restoration expenses will be
recoverable to it through Liquidation Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Certificate Account). The Master
Servicer shall be responsible for all other costs an expenses incurred by it in
any foreclosure proceedings. The Master Servicer is entitled to reimbursement
thereof from the liquidation proceeds with respect to the related Mortgaged
Property, as provided in the definition of Liquidation Proceeds. If the Master
Servicer has knowledge that a Mortgaged Property that the Master Servicer is
contemplating acquiring in foreclosure or by deed in lieu of foreclosure is
located within a one-mile radius of any site listed in the Expenditure Plan for
the Hazardous Substance Clean Up Bond Act of 1984 or other site with
environmental or hazardous waste risks known to the Master Servicer, the Master
Servicer will, before acquiring the Mortgaged Property, consider the risks and
only take action in accordance with its established environmental review
procedures.

         With respect to any REO Property, the deed or certificate of sale shall
be taken in the name of the Trustee for the benefit of the Certificateholders,
or its nominee, on behalf of the Certificateholders. The Trustee's name shall be
placed on the title to the REO Property solely as the Trustee hereunder and not
in it individual capacity. The Master Servicer shall ensure that the title to
the REO Property references this Agreement and the Trustee's capacity hereunder.
Pursuant to its efforts to sell the REO Property, the Master Servicer shall
either itself or through an agent selected by the Master Servicer protect and
conserve the REO Property in accordance with the Servicing Standard and may,
incident to its conservation and protection of the interests of the
Certificateholders, rent the same, or any part thereof, as the Master Servicer
deems to be in the best interest of the Certificateholders for the period before
the sale of the REO Property.

         The Master Servicer shall prepare for and deliver to the Trustee a
statement with respect to each REO Property that has been rented showing the
aggregate rental income received and all expenses incurred in connection with
the management and maintenance of the REO Property at any times necessary to
enable the Trustee to comply with the reporting requirements of the REMIC
Provisions. The net monthly rental income from the REO Property shall be
deposited in the Certificate Account no later than the close of business on each
Determination Date. The Master Servicer shall perform the tax reporting and
withholding required by Sections 1445 and 6050H of the Code with respect to
foreclosures and abandonments, the tax reporting required by Section 6050H of
the Code with respect to the receipt of mortgage interest from individuals and,
if required by Section 6050P of the Code with respect to the cancellation of
indebtedness by certain financial entities, by preparing any required tax and
information returns, in the form required, and delivering the same to the
Trustee for filing.

         If the Trust Fund acquires any Mortgaged Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Master Servicer shall dispose of the Mortgaged Property before three years
after its acquisition by the Trust Fund. Notwithstanding any other provision of
this Agreement, no Mortgaged Property acquired by the Trust Fund shall be rented
(or allowed to continue to be rented) or otherwise used for the production of
income by or on behalf of the Trust Fund in such a manner or pursuant to any
terms that would (i) cause the Mortgaged Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the


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<PAGE>



Code or (ii) subject any REMIC the imposition of any federal, state, or local
income taxes on the income earned from the Mortgaged Property under Section
860G(c) of the Code or otherwise, unless the Master Servicer has agreed to
indemnify and hold harmless the Trust Fund with respect to the imposition of any
such taxes.

         The decision of the Master Servicer to foreclose on a defaulted
Mortgage Loan shall be subject to a determination by the Master Servicer that
the proceeds of the foreclosure would exceed the costs and expenses of bringing
a foreclosure proceeding. The income earned from the management of any REO
Properties, net of reimbursement to the Master Servicer for expenses incurred
(including any property or other taxes) in connection with management of the REO
Properties and net of unreimbursed Master Servicing Fees, Monthly Advances, and
Servicing Advances, shall be applied to the payment of principal of and interest
on the related defaulted Mortgage Loans (with interest accruing as though the
Mortgage Loans were still current and adjustments, if applicable, to the
Mortgage Interest Rate were being made in accordance with the Mortgage Note) and
all such income shall be deemed, for all purposes in this Agreement, to be
payments on account of principal and interest on the related Mortgage Notes and
shall be deposited into the Certificate Account. To the extent the net income
received during any calendar month exceeds the amount attributable to amortizing
principal and accrued interest at the related Mortgage Interest Rate on the
related Mortgage Loan for the calendar month, the excess shall be considered to
be a partial prepayment of principal of the related Mortgage Loan.

         The proceeds from any liquidation of a Mortgage Loan, as well as any
income from an REO Property, will be applied in the following order of priority:
first, to reimburse the Master Servicer for any unpaid Master Servicing Fees and
any related unreimbursed Monthly Advances and Servicing Advances, and to
reimburse the Certificate Account for any Nonrecoverable Advances (or portions
thereof) that were previously withdrawn by the Master Servicer pursuant to
Section 3.09(a)(ii) that related to the Mortgage Loan; third, to accrued and
unpaid interest (to the extent no Monthly Advance has been made for such amount
or any such Monthly Advance has been reimbursed) on the Mortgage Loan or related
REO Property, at the Net Rate through the end of the Due Period preceding the
Distribution Date on which such amounts are required to be distributed; and
fourth, as a recovery of principal of the Mortgage Loan. The Master Servicer
will retain any Excess Proceeds from the liquidation of a Liquidated Mortgage
Loan as additional servicing compensation pursuant to Section 3.15.

         Section 3.13. TRUSTEE TO COOPERATE; RELEASE OF MORTGAGE FILES. Upon the
payment in full of any Mortgage Loan, or the receipt by the Master Servicer of a
notification that payment in full will be escrowed in a manner customary for
such purposes, the Master Servicer will immediately notify the Trustee by
delivering a "Request for Release" substantially in the form of Exhibit N. Upon
receipt of the request, the Trustee shall promptly release the related Mortgage
File to the Master Servicer, and the Trustee shall at the Master Servicer's
direction execute and deliver to the Master Servicer the request for
reconveyance, deed of reconveyance, or release or satisfaction of mortgage or
such instrument releasing the lien of the Mortgage in each case provided by the
Master Servicer, together with the Mortgage Note with written evidence of
cancellation thereon. Expenses incurred in connection with any instrument of
satisfaction or deed of reconveyance shall be chargeable to the related
Mortgagor.


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<PAGE>



         From time to time and as shall be appropriate for the servicing or
foreclosure of any Mortgage Loan, including for such purpose collection under
any policy of flood insurance, any fidelity bond or errors or omissions policy,
or for the purposes of effecting a partial release of any Mortgaged Property
from the lien of the Mortgage or the making of any corrections to the Mortgage
Note or the Mortgage or any of the other documents included in the Mortgage
File, the Trustee shall, upon delivery to the Trustee of a Request for Release
in the form of Exhibit M signed by a Servicing Officer, release the Mortgage
File to the Master Servicer or its designee. Subject to the further limitations
set forth below, the Master Servicer shall cause the Mortgage File or documents
so released to be returned to the Trustee when the need therefor by the Master
Servicer no longer exists, unless the Mortgage Loan is liquidated and the
proceeds thereof are deposited in the Certificate Account, in which case the
Master Servicer shall deliver to the Trustee a Request for Release in the form
of Exhibit N, signed by a Servicing Officer.

         If the Master Servicer at any time seeks to initiate a foreclosure
proceeding in respect of any Mortgaged Property as authorized by this Agreement,
the Master Servicer shall deliver to the Trustee, for signature, as appropriate,
any court pleadings, requests for trustee's sale, or other documents necessary
to effectuate such foreclosure or any legal action brought to obtain judgment
against the Mortgagor on the Mortgage Note or the Mortgage or to obtain a
deficiency judgment or to enforce any other remedies or rights provided by the
Mortgage Note or the Mortgage or otherwise available at law or in equity.

         Section 3.14.     DOCUMENTS, RECORDS AND FUNDS IN POSSESSION OF THE
MASTER SERVICER TO BE HELD FOR THE TRUSTEE.

         The Master Servicer shall account fully to the Trustee for any funds it
receives or otherwise collects as Liquidation Proceeds or Insurance Proceeds in
respect of any Mortgage Loan. 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, including any funds on deposit in the Certificate Account,
shall be held by the Master Servicer for and on behalf of the Trustee and shall
be and remain the sole and exclusive property of the Trustee, subject to the
applicable provisions of this Agreement. The Master Servicer also agrees that it
shall not create, incur or subject any Mortgage File or any funds that are
deposited in the Certificate Account, the Collection Account, Distribution
Account, or any Escrow Account, or any funds that otherwise are or may become
due or payable to the Trustee for the benefit of the Certificateholders, to any
claim, lien, security interest, judgment, levy, writ of attachment, or other
encumbrance, or assert by legal action or otherwise any claim or right of setoff
against any Mortgage File or any funds collected on, or in connection with, a
Mortgage Loan, except, however, that the Master Servicer shall be entitled to
set off against and deduct from any such funds any amounts that are properly due
and payable to the Master Servicer under this Agreement.

         Section 3.15.     SERVICING COMPENSATION AND COMPENSATING INTEREST
PAYMENTS.

         (a) As compensation for its activities hereunder, the Master Servicer
may retain or withdraw from the Servicing Account, the Collection Account, or
the Certificate Account the Master Servicing Fee for each Mortgage Loan for the
related Distribution Date. Notwithstanding the


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<PAGE>



foregoing, the aggregate Master Servicing Fee payable to the Master Servicer
shall be reduced by Compensating Interest Payments for the Distribution Date.

         (b) The Master Servicer may retain or withdraw from the Servicing
Account, the Collection Account, the Certificate Account or the Distribution
Account the Master Servicing Fee for each Mortgage Loan for the related
Distribution Date. The Master Servicer shall remit, or permit any Subservicer to
retain, any fee in connection with the related Subservicing Agreement, provided
that such amounts are not in excess of what the Master Servicer could retain if
the Master Servicer was directly servicing the related Mortgage Loan.

         (c) Additional master servicing compensation in the form of Excess
Proceeds, prepayment charges, assumption fees, late payment charges and all
income and gain net of any losses realized from Permitted Investments shall be
retained by the Master Servicer to the extent not required to be deposited in
the Certificate Account pursuant to Section 3.06. The Master Servicer shall be
required to pay Compensating Interest and all expenses incurred by it in
connection with its servicing activities hereunder (including the fees of any
Subservicer, payment of any premiums for hazard insurance, and any Primary
Insurance Policy and maintenance of the other forms of insurance coverage
required by this Agreement) and shall not be entitled to reimbursement therefor
except as specifically provided in this Agreement.

         (d) On each Distribution Account Deposit Date, the Master Servicer
shall deliver to the Trustee for deposit in the Distribution Account from its
own funds and without any right of reimbursement therefor, a total amount equal
to the amount of Compensating Interest Payments for the related Distribution
Date.

         Section 3.16.     ACCESS TO CERTAIN DOCUMENTATION.

         The Master Servicer shall provide to the OTS and the FDIC and to
comparable regulatory authorities supervising Holders of Certificates and the
examiners and supervisory agents of the OTS, the FDIC, and such other
authorities, access to the documentation regarding the Mortgage Loans required
by applicable regulations of the OTS and the FDIC. Access shall be afforded
without charge, but only upon reasonable prior written request and during normal
business hours at the offices designated by the Master Servicer. Nothing in this
Section 3.16 shall limit the obligation of the Master Servicer to observe any
applicable law prohibiting disclosure of information regarding the Mortgagors
and the failure of the Master Servicer to provide access as provided in this
Section 3.16 as a result of such obligation shall not constitute a breach of
this Section 3.16.

         Section 3.17.     ANNUAL STATEMENT AS TO COMPLIANCE.

         The Master Servicer shall deliver to the Seller, the Trustee and each
Rating Agency by 120 days after the end of the Master Servicer's fiscal year,
commencing with its 2001 fiscal year, an Officer's Certificate stating, as to
the signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year and of the performance of the Master Servicer
under this Agreement has been made under the officer's supervision, and (ii) to
the best of the officer's knowledge, based on the review, the Master Servicer
has fulfilled all its obligations under this


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<PAGE>



Agreement throughout the year, or, if there has been a default in the
fulfillment of any obligation, specifying each default known to the officer and
the nature and status thereof.

         Section 3.18.     ANNUAL INDEPENDENT PUBLIC ACCOUNTANTS' SERVICING
STATEMENT; FINANCIAL STATEMENTS.

         By 120 days after the end of the Master Servicer's fiscal year,
commencing with its 2001 fiscal year, the Master Servicer at its expense shall
cause a nationally or regionally recognized firm of independent public
accountants (who may also render other services to the Master Servicer, the
Seller or any affiliate thereof) which is a member of the American Institute of
Certified Public Accountants to furnish a statement to the Trustee and the
Seller to the effect that the firm has examined certain documents and records
relating to the servicing of the Mortgage Loans under this Agreement or of
Mortgage Loans under pooling and servicing agreements substantially similar to
this Agreement (the statement to have attached to it a schedule of this
Agreements covered by it) and that, on the basis of its examination, conducted
substantially in compliance with the Audit Guide for Audits of HUD Approved
Nonsupervised Mortgagees, the Uniform Single Attestation Program for Mortgage
Bankers, or the Audit Program for Mortgages serviced for Fannie Mae and Freddie
Mac, such servicing has been conducted in compliance with this Agreements except
for any significant exceptions or errors in records that, in the opinion of the
firm, the Audit Guide for Audits of HUD Approved Nonsupervised Mortgagees, the
Uniform Single Attestation Program for Mortgage Bankers, or the Audit Program
for Mortgages serviced for Fannie Mae and Freddie Mac requires it to report. In
rendering the statement, the firm may rely, as to matters relating to direct
servicing of Mortgage Loans by the subservicers, upon comparable statements for
examinations conducted substantially in compliance with the Audit Guide for
Audits of HUD Approved Nonsupervised Mortgagees, the Uniform Single Attestation
Program for Mortgage Bankers, or the Audit Program for Mortgages serviced for
Fannie Mae and Freddie Mac (rendered within one year of the statement) of
independent public accountants with respect to the related Subservicer. The
Master Servicer shall deliver the statement to the Trustee so that the Trustee
can provide copies of the statement to any Certificateholder on request at the
Master Servicer's expense.

         Section 3.19. ERRORS AND OMISSIONS INSURANCE; FIDELITY BONDS. The
Master Servicer shall obtain and maintain in force (a) policies of insurance
covering errors and omissions in the performance of its obligations as Master
Servicer hereunder and (b) a fidelity bond covering its officers, employees, and
agents. Each policy and bond shall, together, comply with the requirements from
time to time of Fannie Mae or Freddie Mac for persons performing servicing for
Mortgage Loans purchased by Fannie Mae or Freddie Mac. If any policy or bond
ceases to be in effect, the Master Servicer shall obtain a comparable
replacement policy or bond from an insurer or issuer meeting the above
requirements as of the date of the replacement.

         Section 3.20. REMIC-RELATED COVENANTS. For as long as each REMIC shall
exist, the Trustee shall act in accordance herewith to assure continuing
treatment of such REMIC as a REMIC, and the Trustee shall comply with any
directions of the Seller or the Master Servicer to assure such continuing
treatment. In particular, the Trustee shall not (a) sell or permit the sale of
all or any portion of the Mortgage Loans or of any investment of deposits in an
Account unless such sale is as a result of a repurchase of the Mortgage Loans
pursuant to this Agreement or the Trustee has


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<PAGE>



received a REMIC Opinion prepared at the expense of the Trust Fund; and (b)
other than with respect to a substitution of a Mortgage Loan in breach of a
representation or warranty in the Underlying Purchase Agreement, the Mortgage
Loan Purchase Agreement or Section 2.04 of this Agreement, as applicable, accept
any contribution to any REMIC after the Startup Day without receipt of a REMIC
Opinion.

         Section 3.21. REPORTS FILED WITH SECURITIES AND EXCHANGE COMMISSION.
Within 15 days after each Distribution Date, the Trustee shall, in accordance
with industry standards, file with the Commission via the Electronic Data
Gathering and Retrieval System ("EDGAR"), a Form 8-K with a copy of the
statement to the Trustee who shall furnish a copy of the statement to the
Certificateholders for such Distribution Date as an exhibit thereto. Prior to
January 30, 2002, the Trustee shall, in accordance with industry standards and
only if instructed by the Seller, file a Form 15 Suspension Notice with respect
to the Trust Fund, if applicable. Prior to March 30, 2002, the Trustee shall
file a Form 10-K, in substance conforming to industry standards, with respect to
the Trust Fund. The Seller hereby grants to the Trustee a limited power of
attorney to execute and file each such document on behalf of the Seller. Such
power of attorney shall continue until either the earlier of (i) receipt by the
Trustee from the Seller of written termination of such power of attorney and
(ii) the termination of the Trust Fund. The Seller agrees to promptly furnish to
the Trustee, from time to time upon request, such further information, reports
and financial statements within its control related to this Agreement and the
Mortgage Loans as the Trustee reasonably deems appropriate to prepare and file
all necessary reports with the Commission. The Trustee shall have no
responsibility to file any items other than those specified in this Section
3.21; provided, however, the Trustee will cooperate with the Seller in
connection with any additional filings with respect to the Trust Fund as the
Seller deems necessary under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Copies of all reports filed by the Trustee under the
Exchange Act shall be sent to: the Seller c/o Bear, Stearns & Co. Inc., Attn:
Managing Director-Analysis and Control, One Metrotech Center North, Brooklyn,
New York 11202-3859. Fees and expenses incurred by the Trustee in connection
with this Section 3.21 shall not be reimbursable from the Trust Fund.

         Section 3.22. EMC. On the Closing Date, EMC will receive from the
Seller a payment of $5,000.

         Section 3.23. UCC. The Trustee agrees to file continuation statements
for any Uniform Commercial Code financing statements which the Seller has
informed the Trustee were filed on the Closing Date in connection with the
Trust. The Seller shall file any financing statements or amendments thereto
required by any change in the Uniform Commercial Code.


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                                   ARTICLE IV

                                Monthly Advances

         Section 4.01. REMITTANCE REPORTS; MONTHLY ADVANCES BY THE MASTER
SERVICER. (a) On the third Business Day following each Determination Date, the
Master Servicer shall deliver to the Trustee a report, prepared as of the close
of business on the Determination Date (the "Remittance Report"), in the form of
a computer readable report or other mutually agreeable format. The Remittance
Report and any written information supplemental thereto shall include such
information with respect to the Mortgage Loans that is required by the Trustee
for purposes of making the calculations and preparing the statement described in
Section 6.04, as set forth in written specifications or guidelines issued by the
Trustee from time to time. The Trustee shall have no obligation to recompute,
recalculate or verify any information provided to it by the Master Servicer.

                    (b) The Master Servicer shall determine the aggregate amount
of Monthly Advances required to be made for the related Distribution Date, which
shall be in an aggregate amount equal to the aggregate amount of Monthly
Payments (with each interest portion thereof adjusted to the Mortgage Interest
Rate less the Master Servicing Fee Rate, less the amount of any related Debt
Service Reductions or reductions in the amount of interest collectable from the
Mortgagor pursuant to the Relief Act, on the Outstanding Mortgage Loans as of
the related Due Date, which Monthly Payments were delinquent as of the close of
business as of the related Determination Date; provided that no Monthly Advance
shall be made if it would be a Nonrecoverable Advance. On or before the
Distribution Account Deposit Date, the Master Servicer shall either (i) deposit
in the Distribution Account from its own funds, or funds received therefor from
the Subservicers, an amount equal to the Monthly Advances to be made by the
Master Servicer in respect of the related Distribution Date, (ii) withdraw from
amounts on deposit in the Custodial Account and deposit in the Certificate
Account all or a portion of the amounts held for future distribution in
discharge of any such Monthly Advance, or (iii) make advances in the form of any
combination of (i) and (ii) aggregating the amount of such Monthly Advance. Any
portion of the amounts held for future distribution so used shall be replaced by
the Master Servicer by deposit in the Distribution Account on or before the next
Distribution Account Deposit Date to the extent that funds attributable to the
Mortgage Loans that are available in the Collection Account for deposit in the
Distribution Account on such Distribution Account Deposit Date shall be less
than payments to Certificateholders required to be made on the following
Distribution Date. The amount of any reimbursement pursuant to Section 3.09(a)
in respect of outstanding Monthly Advances on any Distribution Date shall be
allocated to specific Monthly Payments due but delinquent for previous Due
Periods, which allocation shall be made, to the extent practicable, to Monthly
Payments which have been delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.09(a).
The determination by the Master Servicer that it has made a Nonrecoverable
Advance or that any proposed Monthly Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing
Officer delivered to the Seller and the Trustee with the Remittance Report. The
Trustee shall deposit all funds it receives pursuant to this Section 4.01 into
the Distribution Account.



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<PAGE>



                    (c) In the event that the Master Servicer determines as of
any Distribution Account Deposit Date that it will be unable to deposit in the
Distribution Account an amount equal to the Monthly Advance required to be made
for the immediately succeeding Distribution Date in the amount determined by the
Master Servicer pursuant to paragraph (b) above, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 4:00 P.M., New York time, on such date, specifying the portion of
such amount that it will be unable to deposit. Not later than 4:00 P.M., New
York time, on the earlier of (x) two Business Days following such Distribution
Account Deposit Date or (y) the Business Day preceding the related Distribution
Date, unless by such time the Master Servicer shall have directly or indirectly
deposited in the Certificate Account the entire amount of the Monthly Advances
required to be made for the related Distribution Date, pursuant to Section 7.01,
the Trustee shall (a) terminate all of the rights and obligations of the Master
Servicer under this Agreement in accordance with Section 7.01 and (b) assume the
rights and obligations of the Master Servicer hereunder, including the
obligation to deposit in the Certificate Account an amount equal to the Monthly
Advance for the immediately succeeding Distribution Date.


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<PAGE>



                                    ARTICLE V

                                  Certificates

         Section 5.01. CERTIFICATES. (a) The Depository, the Seller and the
Trustee have entered into a Depository Agreement dated as of November 30, 2001
(the "Depository Agreement"). Except for the Residual Certificates, the Private
Certificates and the Individual Certificates and as provided in Subsection
5.01(b), the Certificates shall at all times remain registered in the name of
the Depository or its nominee and at all times: (i) registration of such
Certificates may not be transferred by the Trustee except to a successor to the
Depository; (ii) ownership and transfers of registration of such Certificates on
the books of the Depository shall be governed by applicable rules established by
the Depository; (iii) the Depository may collect its usual and customary fees,
charges and expenses from its Depository Participants; (iv) the Trustee shall
deal with the Depository as representative of such Certificate Owners of the
respective Class of Certificates for purposes of exercising the rights of
Certificateholders under this Agreement, and requests and directions for and
votes of such representative shall not be deemed to be inconsistent if they are
made with respect to different Certificate Owners; and (v) the Trustee may rely
and shall be fully protected in relying upon information furnished by the
Depository with respect to its Depository Participants.

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

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

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

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


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<PAGE>



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

         Distributions shall be deemed to be made to the REMIC I Regular
Interests 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 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 Subordinate Balance Ratio is
maintained); and third, any remaining principal to the Class ZZZ Certificates.
Realized Losses shall be applied after all distributions have been made on each
Distribution Date 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 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 Subordinate Balance Ratio is
maintained); and third, the remaining Realized Losses shall be allocated to the
Class ZZZ Certificates.

         The REMIC I Regular Certificates and the Class R-I Certificates will
have the following designations and pass-through rates:




<TABLE>
<CAPTION>
      REMIC I             Initial Balance or
      Interest             Notional Amount              Pass-Through Rate                  Related Group
      --------             ---------------              -----------------                  -------------

<S>                               <C>                         <C>                              <C>
         1A                       $610.96                    (3)                               Group 1
         1B                     $9,399.38                    (1)                               Group 1
         2A                     $1,577.52                    (3)                               Group 2
         2B                    $24,269.31                    (2)                               Group 2
         X1                           (6)                    (4)                                 N/A
         X2                           (7)                    (5)                                 N/A
        ZZZ               $336,650,923.28                    (3)                                 N/A
     Class R-I                     $50.00                    (2)                               Group 2
</TABLE>

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


(1)      The weighted average of the Net Rates of the Group 1 Mortgage Loans
         less 0.4635% per annum.

(2)      The weighted average of the Net Rates of the Group 2 Mortgage Loans
         less 0.5269% per annum.


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<PAGE>



(3)      The weighted average of (a) the Net Rates of the Group 1 Mortgage Loans
         less 0.4635% per annum and (b) the Net Rates of the Group 2 Mortgage
         Loans less 0.5269% per annum.

(4)      A per annum rate equal to 0.4635%.

(5)      A per annum rate equal to 0.5269%.

(6)      REMIC 1 Regular Interest X1 will not have an Uncertificated Principal
         Balance and is not entitled to receive distributions of principal.
         Instead, interest will accrue on an Uncertificated Notional Amount
         equal to the aggregate Scheduled Principal Balance of the Group 1
         Mortgage Loans.

(7)      REMIC 1 Regular Interest X2 will not have an Uncertificated Principal
         Balance and is not entitled to receive distributions of principal.
         Instead, interest will accrue on an Uncertificated Notional Amount
         equal to the aggregate Scheduled Principal Balance of the Group 2
         Mortgage Loans.

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

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


<TABLE>
<CAPTION>
DESIGNATION                           INITIAL PRINCIPAL AMOUNT                 PASS-THROUGH RATE
-----------                           ------------------------                 -----------------
<S>                                   <C>                                      <C>
  A-1                                   $  87,884,100.00                              (1)
  A-2                                   $ 226,917,900.00                              (2)
  X                                     $           *                                  *
  A-3                                   $   5,892,000.00                              (3)
  R-I                                   $          50.00                              (2)
  R-II                                  $          50.00                              (2)
  B-1                                   $   5,892,000.00                              (3)
  B-2                                   $   3,366,900.00                              (3)
  B-3                                   $   2,693,500.00                              (3)
  B-4                                   $   2,020,100.00                              (3)
  B-5                                   $   1,010,000.00                              (3)
  B-6                                   $   1,010,230.44                              (3)
</TABLE>

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


                                       65

<PAGE>



*     The Notional Amount of the Class X Certificates shall consist of the sum
      of two components: (i) the aggregate Stated Principal Balance of the Group
      1 Mortgage Loans, which is equal to the Uncertificated Notional Amount of
      REMIC I Regular Interest X1 and (ii) the aggregate Stated Principal
      Balance of the Group 2 Mortgage Loans, which is equal to the
      Uncertificated Notional Amount of REMIC I Regular Interest X2. The Class X
      Certificates will bear interest (A) at a pass-through rate on the Notional
      Amount in clause (i) above equal to 0.4635% per annum; and (B) at a
      pass-through rate on the Notional Amount in clause (ii) above equal to
      0.5269% per annum.

(1) The Class A-1 Certificates will bear interest at a variable Pass-Through
Rate equal to the weighted average of the Net Rates of the Group 1 Mortgage
Loans, weighted on the basis of the respective Scheduled Principal Balances of
each such Mortgage Loan as of the beginning of the Due Period immediately
preceding the related Distribution Date, minus 0.4635% per annum. The
Pass-Through Rate with respect to the first Interest Accrual Period is expected
to be approximately 6.462% per annum.

(2) The Class A-2, Class R-I and Class R-II Certificates will bear interest at a
variable Pass-Through Rate equal to the weighted average of the Net Rates of the
Group 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 0.5269% per
annum. The Pass-Through Rate with respect to the first Interest Accrual Period
is expected to be approximately 6.444% per annum.

(3) The Class A-3, Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
Class B-6 Certificates will bear interest at a variable Pass-Through Rate equal
to the weighted average of the Pass-Through Rates on each REMIC I Regular
Interest ending with the designation "A"; 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 weighted average of the Pass-
Through Rates on each REMIC I Regular Interest ending with the designation "B".
The Pass-Through Rate with respect to the first Interest Accrual Period is
expected to be approximately 6.449% per annum.

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

      (f) With respect to each Distribution Date, each Class of Certificates
shall accrue interest during the related Interest Accrual Period. With respect
to each Distribution Date and each such Class of Certificates, 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 of such
Class applicable to such Distribution Date.

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


                                       66

<PAGE>


Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Trustee shall sign and countersign and deliver in exchange
therefor a like aggregate principal amount, in authorized denominations for such
Class, of definitive Certificates of the same Class. Until so exchanged, such
temporary Certificates shall in all respects be entitled to the same benefits as
definitive Certificates.

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

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


                                       67

<PAGE>



Certificates issued on the Closing Date shall be dated the Closing Date. All
Certificates issued thereafter shall be dated the date of their
countersignature.

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

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

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

      (m) Each Certificate is intended to be a "security" governed by Article 8
of the Uniform Commercial Code as in effect in the State of New York and any
other applicable jurisdiction, to the extent that any of such laws are
applicable.

         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


                                       68

<PAGE>



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

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

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

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

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

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

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



                                       69

<PAGE>



                  (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 in the certificate balance of the Global
Certificate equal to the certificate balance of such Individual Certificate
exchanged or transferred therefor.

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

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

         (h) Subject to the restrictions on transfer and exchange set forth in
this Section 5.02, the holder of any Individual Certificate may transfer or
exchange the same in whole or in part (in an initial certificate balance equal
to the minimum authorized denomination set forth in Section 5.01(h) above or any
integral multiple of $1.00 in excess thereof) by surrendering such Certificate
at the Corporate Trust Office, or at the office of any transfer agent, together
with an executed instrument of assignment and transfer satisfactory in form and
substance to the Trustee in the case of transfer and a written request for
exchange in the case of exchange. The holder of a beneficial interest in a
Global Certificate may, subject to the rules and procedures of the Depository,
cause the Depository (or its nominee) to notify the Trustee in writing of a
request for transfer or exchange of such beneficial interest for an Individual
Certificate or Certificates. Following a proper request for transfer


                                       70

<PAGE>



or exchange, the Trustee shall, within five Business Days of such request made
at such Corporate Trust Office, sign, countersign and deliver at such Corporate
Trust Office, to the transferee (in the case of transfer) or holder (in the case
of exchange) or send by first class mail at the risk of the transferee (in the
case of transfer) or holder (in the case of exchange) to such address as the
transferee or holder, as applicable, may request, an Individual Certificate or
Certificates, as the case may require, for a like aggregate Fractional Undivided
Interest and in such authorized denomination or denominations as may be
requested. The presentation for transfer or exchange of any Individual
Certificate shall not be valid unless made at the Corporate Trust Office by the
registered holder in person, or by a duly authorized attorney-in-fact.

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

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

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

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

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

         (b) Upon the issuance of any new Certificate under this Section 5.03,
the Trustee may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be


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imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee) connected therewith. Any duplicate Certificate issued
pursuant to this Section 5.03 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.

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

         Section 5.05. TRANSFER RESTRICTIONS ON RESIDUAL CERTIFICATES. (a)
Residual Certificates, or interests therein, may not be transferred without the
prior express written consent of the Tax Matters Person and the Seller. As a
prerequisite to such consent, the proposed transferee must provide the Tax
Matters Person, the Seller and the Trustee with an affidavit that the proposed
transferee is a Permitted Transferee (and, unless the Tax Matters Person and the
Seller consent to the transfer to a person who is not a U.S. Person, an
affidavit that it is a U.S. Person) as provided in Subsection 5.05(b).

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


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permitted transferee under this Subsection 5.05(b) at the time it became a
Holder all payments made on such Residual Certificate. Each Holder of a Residual
Certificate, by acceptance thereof, shall be deemed for all purposes to have
consented to the provisions of this Subsection 5.05(b) and to any amendment of
this Agreement deemed necessary (whether as a result of new legislation or
otherwise) by counsel of the Tax Matters Person or the Seller to ensure that the
Residual Certificates are not transferred to any Person who is not a Permitted
Transferee and that any transfer of such Residual Certificates will not cause
the imposition of a tax upon the Trust or cause any REMIC to fail to qualify as
a REMIC.

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

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

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

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

         Section 5.07. ERISA RESTRICTIONS. (a) Subject to the provisions of
subsection (b), no Residual Certificates or Private Certificates may be acquired
directly or indirectly by, or on behalf of, an employee benefit plan or other
retirement arrangement which is subject to Title I of ERISA and/or Section 4975
of the Code, unless the proposed transferee provides either (i) the Trustee and
the Master Servicer with an Opinion of Counsel satisfactory to the Trustee and
the Master Servicer, which opinion will not be at the expense of the Trustee or
the Master Servicer, that the purchase of such Certificates by or on behalf of
such Plan is permissible under applicable law, will not constitute or result in
a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and
will


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not subject the Trustee or the Master Servicer to any obligation in addition to
those undertaken in this Agreement or (ii) in the case of the Private
Certificates, a representation or certification to the Trustee (upon which the
Trustee is authorized to rely) to the effect that the proposed transfer and/or
holding of such a Certificate and the servicing, management and operation of the
Trust: (I) will not result in a prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code which is not covered under an individual or
class prohibited transaction exemption including but not limited to Department
of Labor Prohibited Transaction Exemption ("PTE") 84-14 (Class Exemption for
Plan Asset Transactions Determined by Independent Qualified Professional Asset
Managers); PTE 91-38 (Class Exemption for Certain Transactions Involving Bank
Collective Investment Funds); PTE 90-1 (Class Exemption for Certain Transactions
Involving Insurance Company Pooled Separate Accounts), PTE 95-60 (Class
Exemption for Certain Transactions Involving Insurance Company General
Accounts), and PTCE 96-23 (Class Exemption for Plan Asset Transactions
Determined by In-House Asset Managers)and (II) will not subject the Seller, the
Master Servicer or the Trustee to any obligation in addition to those undertaken
in this Agreement.

         (b) Any Person acquiring an interest in a Global Certificate which is a
Private Certificate that is subject to the requirements of Section 5.07(a), by
acquisition of such Certificate, shall be deemed to have represented to the
Trustee that either: (i) it is not acquiring an interest in such Certificate
directly or indirectly by, or on behalf of, an employee benefit plan or other
retirement arrangement which is subject to Title I of ERISA and/or Section 4975
of the Code, or (ii) the transfer and/or holding of an interest in such
Certificate to that Person and the subsequent servicing, management and/or
operation of the Trust and its assets: (I) will not result in any prohibited
transaction which is not covered under an individual or class prohibited
transaction exemption, including, but not limited to, PTE 84-14, PTE 91-38, PTE
90-1, PTE 95-60 or PTE 96-23 and (II) will not subject the Seller, the Master
Servicer or the Trustee to any obligation in addition to those undertaken in
this Agreement.

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

         Section 5.08. RULE 144A INFORMATION. For so long as any Certificates
are outstanding and are "restricted securities" within the meaning of Rule
144(a)(3) of the Securities Act, (1) the Seller will provide or cause to be
provided to any holder of such Certificates and any prospective purchaser
thereof designated by such a holder, upon the request of such holder or
prospective purchaser, the information required to be provided to such holder or
prospective purchaser by Rule 144A(d)(4) under the Securities Act; and (2) the
Seller shall update such information from time to time in order


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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.


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                                   ARTICLE VI

                         Payments to Certificateholders

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

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

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

                           FIRST, to the Group 1 Senior Certificates, including
                           Component X-I of the Class X Certificates, on a PRO
                           RATA basis, the Accrued Certificate Interest on such
                           Class or Component for such Distribution Date;

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

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

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

                  FIRST, to the Group 2 Senior Certificates, including Component
                  X-II of the Class X Certificates, on a PRO RATA basis, the
                  Accrued Certificate Interest on such Class or Component for
                  such Distribution Date;

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

                  THIRD, sequentially, in the following order, to the Class R-I,
                  Class R-II and Class A-2 Certificates, in reduction of the
                  Current Principal Amounts thereof, the Group 2 Senior Optimal
                  Principal Amount for such Distribution Date to the extent of
                  remaining Group 2 Available Funds, until the Current Principal
                  Amounts thereof have been reduced to zero;


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

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

         (E) On each Distribution Date prior to the Cross-Over Date, but after
         the reduction of the Current Principal Amount of the Group 1 or Group 2
         Senior Certificates to zero, the remaining Class or Classes of Senior
         Certificates will be entitled to receive in reduction of their Current
         Principal Amounts, PRO RATA based upon their Current Principal Amounts
         immediately prior to such Distribution Date, in addition to any
         Principal Prepayments related to such remaining Senior Certificates'
         respective Loan Group allocated to such Group of Senior Certificates,
         100% of the Principal Prepayments on any Mortgage Loan in the Loan
         Group relating to the fully repaid Class of Senior Certificates;
         PROVIDED, HOWEVER, that if the weighted average Senior Mezzanine and
         Subordinate Percentage equals or exceeds 13.00% on such Distribution
         Date, then the additional allocation of Principal Prepayments to the
         Senior Certificates in accordance with this clause will not be made.

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


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         Mortgage Loans in the related Loan Group. Any such reduction in the
         Accrued Certificate Interest on the Senior Mezzanine and Subordinate
         Certificates will be allocated first, in reverse order of the
         Subordinate Certificates numerical designations, commencing with the
         Class B-6 Certificates, and then to the Senior Mezzanine Certificates.

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

         (c) "PRO RATA" distributions of principal among Classes of Certificates
will be made in proportion to the then Current Principal Amount of such Classes,
and "PRO RATA" distributions of interest among Classes of Certificates or
Components of Certificates will be made in proportion to the amount of Accrued
Certificate Interest thereon.

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

         (e) No Accrued Certificate Interest will be payable with respect to any
Class of Certificates or Component of the Class X Certificates after the
Distribution Date on which the Current Principal Amount or Notional Amount, as
applicable, of such Certificate or Component has been reduced to zero.

         (f) If on any Distribution Date the Group 1 Available Funds or Group 2
Available Funds for the related 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 related Senior Certificates in such Certificate
Group in proportion to the respective amounts of Accrued Certificate Interest
that would have been allocated thereto in the absence of such Net Interest
Shortfall and/or Realized Losses for such Distribution Date. In addition, the
amount of any interest shortfalls will constitute unpaid Accrued Certificate
Interest and will be distributable to holders of the Certificates of the related
Classes entitled to such amounts on subsequent Distribution Dates, to the extent
of the applicable Group 1 Available Funds or Group 2 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.



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         (g) 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
equally by each of the REMICs.

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

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

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

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

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

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

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

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

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

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

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

         (d) Any Realized Losses allocated to the Certificates on a PRO RATA
basis shall be allocated on the basis of the Current Principal Amounts thereof,
in the case of the principal portion of a


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Realized Loss, and on the basis of the Accrued Certificate Interest thereon, in
the case of an interest portion of a Realized Loss. Any Realized Losses in
respect of principal allocated to a Class of Certificates shall be allocated
among the Certificates of such Class on a PRO RATA basis, in proportion to their
respective Current Principal Amounts. Any allocation of the principal portion of
Realized Losses shall be accomplished by reducing the Current Principal Amount
of the related Certificates on the related Distribution Date. Any allocation of
the interest portion of Realized Losses shall be accomplished by reducing the
amount of Accrued Certificate Interest payable to that Class of Certificates.

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

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

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

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


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

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

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

                  (ii) the amount of the distribution allocable to principal on
         each applicable Class of Certificates;

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

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

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

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

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

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

                  (ix) the aggregate amount of any Realized Losses (listed
         separately for each Loan Group) during the related Prepayment Period
         and cumulatively since the Cut-off Date, the amount and source
         (separately identified) of any distribution in respect thereof included
         in


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         such distribution, and, separately stated with respect to each Mortgage
         Loan for which a Realized Loss occurred, the amount of the proceeds, if
         any, from the Supplemental PMI Policy used in calculating the amount of
         the Realized Loss;

                  (x) with respect to each Mortgage Loan which incurred a
         Realized Loss during the related Prepayment Period, (i) the loan
         number, (ii) the Scheduled Principal Balance of such Mortgage Loan as
         of the Cut-off Date, (iii) the Scheduled Principal Balance of such
         Mortgage Loan as of the beginning of the related Due Period, (iv) the
         Net Liquidation Proceeds with respect to such Mortgage Loan, (v) the
         amount, if any, included in Net Liquidation Proceeds representing a
         payment under the Supplemental PMI Policy and (vi) 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, aggregate
         Outstanding Principal Balance and aggregate Scheduled Principal Balance
         of Mortgage Loans (a) delinquent 30 to 59 days on a contractual basis,
         (b) delinquent 60 to 89 days on a contractual basis, and (c) delinquent
         90 or more days on a contractual basis, in each case as of the close of
         business on the last Business Day of the immediately preceding month;

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

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

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



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

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

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

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

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

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

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

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


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the extent that substantially comparable information shall be provided by the
Trustee pursuant to the requirements of the Code.


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                                   ARTICLE VII

               The Seller and the Master Servicer; Indemnification

         Section 7.01.     RESPECTIVE LIABILITIES OF THE SELLER AND THE MASTER
SERVICER.

         The Seller and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by them herein.

         Section 7.02.     MERGER OR CONSOLIDATION OF THE SELLER OR THE MASTER
SERVICER.

         The Seller and the Master Servicer will each keep in full effect their
existence and their rights and franchises as a corporation and a federal savings
bank, respectively, under the laws of the United States or under the laws of one
of the states thereof and will each 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, or any of the Mortgage Loans and to perform
its respective duties under this Agreement.

         Any Person into which the Seller or the Master Servicer may be merged
or consolidated, or any Person resulting from any merger or consolidation to
which the Seller or the Master Servicer shall be a party, or any person
succeeding to the business of the Seller or the Master Servicer, shall be the
successor of the Seller or the Master Servicer, as the case may be, 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;
provided, however, that the successor or surviving Person to the Master Servicer
shall be qualified to sell mortgage loans to, and to service mortgage loans on
behalf of, Fannie Mae or Freddie Mac.

         Section 7.03.     LIMITATION ON LIABILITY OF THE SELLER AND THE MASTER
SERVICER.

         None of the Seller, the Master Servicer or any of the directors,
officers, employees or agents of the Seller or the Master Servicer shall be
under any liability to the Certificateholders for any action taken or for
refraining from the taking of any action in good faith pursuant to this
Agreement, or for errors in judgment; provided, however, that this provision
shall not protect the Seller, the Master Servicer or any such Person against any
breach of representations or warranties made by it herein or protect the Seller,
the Master Servicer or any such Person from any liability which would otherwise
be imposed by reasons of willful misfeasance, bad faith or gross negligence in
the performance of duties or because of reckless disregard of obligations and
duties hereunder. The Seller, the Master Servicer and any director, officer,
employee or agent of the Seller or 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. The Seller, the Master Servicer
and any director, officer, employee or agent of the Seller or the Master
Servicer shall be indemnified by the Trust Fund and held harmless against any
loss, liability or expense incurred in connection with any audit, controversy or
judicial proceeding relating to a governmental taxing authority or any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related


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to any specific Mortgage Loan or Mortgage Loans (except as any such loss,
liability or expense shall be otherwise reimbursable pursuant to this Agreement)
and any loss, liability or expense incurred because of willful misfeasance, bad
faith or gross negligence in the performance of duties hereunder or because of
reckless disregard of obligations and duties hereunder. None of the Seller or
the Master Servicer shall be under any obligation to appear in, prosecute or
defend any legal action that is not incidental to its respective duties
hereunder and which in its opinion may involve it in any expense or liability;
provided, however, that any of the Seller or the Master Servicer may in its
discretion undertake any such action that it may deem appropriate in respect of
this Agreement and the rights and duties of the parties hereto and interests of
the Trustee and 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 Seller and the Master
Servicer shall be entitled to be reimbursed therefor out of the Certificate
Account.

         Section 7.04. LIMITATION ON RESIGNATION OF THE MASTER SERVICER. The
Master Servicer shall not resign from the obligations and duties hereby imposed
on it except (a) upon appointment of a successor servicer and receipt by the
Trustee of a letter from each Rating Agency that such a resignation and
appointment will not result in a downgrading of the rating of any of the
Certificates or (b) upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination under clause (b)
permitting the resignation of the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. In addition, the
Master Servicer may be terminated by EMC upon payment of a fee equal to 0.25% of
the aggregate Stated Principal Balance of the Mortgage Loans. No such
resignation or termination shall become effective until the Trustee or a
successor master servicer shall have assumed the Master Servicer's
responsibilities, duties, liabilities and obligations hereunder.

         Section 7.05. INDEMNIFICATION OF THE TRUSTEE. The Trust shall indemnify
the Indemnified Persons for, and will hold them harmless against, any loss,
liability or expense incurred on their part, arising out of, or in connection
with, this Agreement and the Certificates, including the costs and expenses
(including reasonable legal fees and expenses) of defending themselves against
any such claim other than (i) any loss, liability or expense related to such
Indemnified Person's failure to perform such Indemnified Person's duties in
strict compliance with this Agreement (except as any such loss, liability or
expense shall be otherwise reimbursable pursuant to this Agreement) and (ii) any
loss, liability or expense incurred by reason of such Indemnified Person's
willful misfeasance, bad faith or negligence in the performance of duties
hereunder or by reason of reckless disregard of obligations and duties
hereunder. This indemnity shall survive the resignation or removal of the
Trustee and the termination of this Agreement.


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                                  ARTICLE VIII

                                     Default

         Section 8.01.     EVENTS OF DEFAULT.

         "Event of Default," wherever used herein, means any one of the
following events:

         (a) any failure by the Master Servicer to deposit in the Certificate
Account or remit to the Trustee any payment required to be made by it under this
Agreement (other than a payment required to be made under Section 4.01), which
failure continues unremedied for one day after the date on which written notice
of the failure has been given to the Master Servicer by the Trustee or the
Seller or to the Master Servicer and the Trustee by the Holders of Certificates
of any Class evidencing not less than 25% of the aggregate Percentage Interests
of the Class; or

         (b) any failure by the Master Servicer to observe or perform in any
material respect any other of the covenants or agreements on the part of the
Master Servicer contained in this Agreement, which failure materially affects
the rights of Certificateholders and continues unremedied for a period of 60
days after the date on which written notice of such failure shall have been
given to the Master Servicer by the Trustee or the Seller, or to the Master
Servicer and the Trustee by the Holders of Certificates of any Class evidencing
not less than 25% of the Percentage Interests of the Class, or

         (c) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises for the appointment of a receiver,
conservator or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings, or for the winding- up or
liquidation of its affairs, shall have been entered against the Master Servicer
and such decree or order shall have remained in force undischarged or unstayed
for a period of 60 consecutive days; or

         (d) the Master Servicer shall consent to the appointment of a receiver,
conservator or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities or similar proceedings of or relating to the Master
Servicer or all or substantially all of the property of the Master Servicer; or

         (e) the Master Servicer shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of, or
commence a voluntary case under, any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or

         (f) the Master Servicer shall fail to deposit in the Distribution
Account on any Distribution Account Deposit Date an amount equal to any required
Monthly Advance.

         If an Event of Default described in clauses (a) through (e) of this
Section 8.01 shall occur, then, and in each and every such case, so long as such
Event of Default shall not have been


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remedied, the Trustee may, or at the direction of the Holders of Certificates of
any Class evidencing not less than 66 % of the Percentage Interests of the
Class, the Trustee shall by notice in writing to the Master Servicer (with a
copy to each Rating Agency), terminate all of the rights and obligations of the
Master Servicer under this Agreement and in the Mortgage Loans and the proceeds
thereof, other than its rights as a Certificateholder hereunder. If an Event of
Default described in clause (f) of this Section 8.01 shall occur, then the
Trustee shall, by notice to the Master Servicer and the Seller, terminate all of
the rights and obligations of the Master Servicer under this Agreement and in
the Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder. On and after the receipt by the Master Servicer of
such written notice, all authority and power of the Master Servicer hereunder,
whether with respect to the Mortgage Loans or otherwise, shall pass to and be
vested in the Trustee. The Trustee shall make any Monthly Advance that the
Master Servicer failed to make subject to Section 4.01, whether or not the
obligations of the Master Servicer have been terminated pursuant to this
Section. The Trustee is hereby authorized and empowered to execute and deliver,
on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
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. Unless expressly
provided in such written notice, no such termination shall affect any obligation
of the Master Servicer to pay amounts owed pursuant to Article III. The Master
Servicer agrees to cooperate with the Trustee in effecting the termination of
the Master Servicer's responsibilities and rights hereunder, including the
transfer to the Trustee of all cash amounts which shall at the time be credited
to the Accounts, or thereafter be received with respect to the Mortgage Loans.

         Notwithstanding any termination of the activities of the Master
Servicer hereunder, the Master Servicer shall be entitled to receive, out of any
late collection of a Scheduled Payment on a Mortgage Loan which was due before
the notice terminating such Master Servicer's rights and obligations as Master
Servicer hereunder and received after such notice, that portion thereof to which
such Master Servicer would have been entitled pursuant to Sections 3.11(a)(i)
through (viii), and any other amounts payable to such Master Servicer hereunder
the entitlement to which arose before the termination of its activities
hereunder.

         Section 8.02. TRUSTEE TO ACT; APPOINTMENT OF SUCCESSOR. (a) On and
after the time the Master Servicer receives a notice of termination pursuant to
Section 8.01, the Trustee shall, subject to and to the extent provided in
Section 3.05, be the successor to the Master Servicer in its capacity as master
servicer under this Agreement and the transactions set forth or provided for
herein and shall be subject to all the responsibilities, duties and liabilities
relating thereto placed on the Master Servicer by the terms hereof and
applicable law including the obligation to make Monthly Advances pursuant to
Section 4.01; PROVIDED, HOWEVER, that EMC shall have the right to either (a)
immediately assume the duties of the Master Servicer or (b) select a successor
Master Servicer. As compensation therefor, the Trustee shall be entitled to all
funds relating to the Mortgage Loans that the Master Servicer would have been
entitled to charge to the Certificate Account or Distribution Account if the
Master Servicer had continued to act hereunder, including, the Master Servicing
Fee. Notwithstanding the foregoing, if the Trustee has become the successor to
the Master Servicer in accordance with Section 8.01, the Trustee may, if it
shall be unwilling to so act, or shall, if it is prohibited by applicable law
from making Monthly Advances pursuant to Section 4.01 or if it is


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otherwise unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established Mortgage Loan servicing institution the
appointment of which does not adversely affect the then current rating of the
Certificates by each Rating Agency, 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. Any successor to the Master
Servicer shall be an institution which is a Fannie Mae and Freddie Mac approved
seller/servicer in good standing, which has a net worth of at least $15,000,000,
which is willing to service the Mortgage Loans and which executes and delivers
to the Seller and the Trustee an agreement accepting such delegation and
assignment, containing an assumption by such Person of the rights, powers,
duties, responsibilities, obligations and liabilities of the Master Servicer
(other than liabilities of the Master Servicer under Section 7.03 incurred
before termination of the Master Servicer under Section 9.01), with like effect
as if originally named as a party to this Agreement; provided that each Rating
Agency acknowledges that its rating of the Certificates in effect immediately
before such assignment and delegation will not be qualified or reduced, as a
result of such assignment and delegation. Pending appointment of a successor to
the Master Servicer hereunder, the Trustee, unless the Trustee is prohibited by
law from so acting, shall, subject to Section 3.05, 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 Mortgage Loans as it and such successor shall agree; provided,
however, that in no case shall the rate of such compensation exceed the Master
Servicing Fee Rate. The Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession. Neither the Trustee nor any other successor master servicer shall be
deemed to be in default hereunder because of any failure to make, or any delay
in making, any distribution hereunder or any portion thereof or any failure to
perform, or any delay in performing, any duties or responsibilities hereunder,
in either case caused by the failure of the Master Servicer to deliver or
provide, or any delay in delivering or providing, any cash, information,
documents or records to it.

         Section 8.03.     NOTIFICATION TO CERTIFICATEHOLDERS.

         (a) Upon any termination of or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to
Certificateholders and to each Rating Agency.

         (b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Certificateholders and each Rating Agency
notice of each such Event of Default hereunder known to the Trustee, unless such
Event of Default shall have been cured or waived.

         Section 8.04. WAIVER OF DEFAULTS. The Trustee shall transmit by mail to
all Certificateholders, within 60 days after the occurrence of any Event of
Default known to the Trustee, unless such Event of Default shall have been
cured, notice of each such Event of Default hereunder known to the Trustee. The
Holders of Certificates evidencing Fractional Undivided Interests aggregating
not less than 51% of the Trust Fund may, on behalf of all Certificateholders,
waive any default by the Master Servicer in the performance of its obligations
hereunder and the consequences thereof, except a default in the making of or the
causing to be made any required distribution on the Certificates. Upon any such
waiver of a past default, such default shall be deemed to cease to exist, and
any Event of Default arising therefrom shall be deemed to have been timely
remedied for every


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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.


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                                   ARTICLE IX

                             Concerning the Trustee

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

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

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

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

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

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



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

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

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

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

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

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

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

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

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


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

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

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

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

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

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


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

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

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

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

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

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


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security interest or lien granted to it hereunder or to record this Agreement
other than any continuation statements filed by the Trustee pursuant to Section
3.23.

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

         Section 9.05. TRUSTEE'S FEES AND EXPENSES. The fees of the Trustee
shall be paid in accordance with the provisions of this Agreement. In addition,
the Trustee will be entitled to recover from the Distribution Account pursuant
to Section 3.09(b) all reasonable out-of-pocket expenses, fees, disbursements
and advances and the expenses of the Trustee in connection with any Event of
Default, any breach of this Agreement, any provision of this Agreement which so
provides, or any claim or legal action (including any pending or threatened
claim or legal action) incurred or made by the Trustee in the administration of
the trusts hereunder (including the reasonable compensation, expenses and
disbursements of its counsel) except any such expense, disbursement or advance
as may arise from its negligence or intentional misconduct or which is the
responsibility of the Certificateholders or the Trust Fund hereunder. If funds
in the Distribution Account are insufficient therefor, the Trustee shall recover
such expenses from the Seller. Such compensation and reimbursement obligation
shall not be limited by any provision of law in regard to the compensation of a
trustee of an express trust.

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

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


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

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

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

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

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

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



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

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

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

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

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

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

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


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

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

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

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

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

         (b) The Trustee shall prepare and file or cause to be filed with the
Internal Revenue Service, and the Trustee shall sign, Federal tax information
returns or elections required to be made hereunder with respect to each of REMIC
I and REMIC II, the Trust Fund, if applicable, and the Certificates containing
such information and at the times and in the manner as may be required by the
Code or applicable Treasury regulations, and shall furnish to each Holder of
Certificates at any time during the calendar year for which such returns or
reports are made such statements or information at the times and in the manner
as may be required thereby, including, without limitation, reports relating to
interest, original issue discount and market discount or premium (using a
constant prepayment assumption of 25% CPR). The Trustee shall apply for an
Employee Identification Number from the IRS under Form SS-4 or any other
acceptable method for each of REMIC I and REMIC II. In connection with the
foregoing, the Trustee shall timely prepare and file, and the Trustee shall
sign, IRS Form 8811, which shall provide the name and address of the person who
can be contacted to obtain information required to be reported to the holders of
regular interests in each of REMIC I and REMIC II (the "REMIC Reporting Agent").
The Trustee shall make elections to treat each of REMIC I and REMIC II as a
REMIC (which elections shall apply to the taxable period ending December 31,
2001 and each calendar year thereafter) in such manner as the Code or


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

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

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

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

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

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


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

         (c) Pursuant to Section 3.06 hereof, any amounts collected by the
Trustee under the Supplemental PMI Policy shall be deposited in the Certificate
Account, subject to withdrawal pursuant to Section 3.09 hereof.

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

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


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                                    ARTICLE X

                                   Termination

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

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

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

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

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



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

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

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


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the Mortgage Files for the remaining Mortgage Loans, 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 the cost thereof shall be paid
out of the funds and other assets which remain subject to this Agreement.

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

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

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

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

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


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<PAGE>



distribution of all of the assets of the Trust Fund, the Trust Fund and each of
REMIC I and REMIC II shall terminate.


                                       104

<PAGE>



                                   ARTICLE XI

                            Miscellaneous Provisions

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

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

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

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

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



                                       105

<PAGE>



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

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

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

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

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

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


                                       106

<PAGE>



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

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

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

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

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

         (e) In determining whether the Holders of the requisite percentage of
Certificates evidencing Fractional Undivided Interests have given any request,
demand, authorization, direction, notice, consent or waiver hereunder,
Certificates owned by the Trustee, the Seller, the Master Servicer or any
Affiliate thereof shall be disregarded, except as otherwise provided in Section
11.02(b) and except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Certificates which the Trustee knows to be so owned
shall be so disregarded. Certificates which have been pledged in good faith to
the Trustee, the Seller, the Master Servicer or any Affiliate thereof may be
regarded as outstanding if the pledgor establishes to the satisfaction of the
Trustee the pledgor's right to act with


                                       107

<PAGE>



respect to such Certificates and that the pledgor is not an Affiliate of the
Trustee, the Seller, or the Master Servicer, as the case may be.

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

         Section 11.07. NOTICES. All demands and notices hereunder shall be in
writing and shall be deemed given when delivered at (including delivery by
facsimile) or mailed by registered mail, return receipt requested, postage
prepaid, or by recognized overnight courier, to (i) in the case of the Seller,
245 Park Avenue, New York, New York 10167, Attention: Vice President-Servicing,
telecopier number: (212) 272-5591, or to such other address as may hereafter be
furnished to the other parties hereto in writing; (ii) in the case of the Master
Servicer, IndyMac Bank, F.S.B., 3465 East Foothill Boulevard, Passadena,
California, 91107, Attention: Mr. Victor Woodworth, Telecopier: (626) 535-7575,
or such other address as may hereafter be furnished to the other parties hereto
in writing; (iii) 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; (iv) in the case of EMC Mortgage Corporation, EMC Mortgage Corporation,
MacArthur Ridge II, 909 Hidden Ridge Drive, Suite 200, Irving, Texas 75038
Attention: Mr. Edward Raice, Telecopier No.: (972) 444-2810, or such other
address as may hereafter be furnished to the other parties hereto in writing; or
(v) in the case of the Rating Agencies, Moody's Investors Service, Inc., 99
Church Street, 4 Floor, New York, New York 10004, and Standard & Poor's, a
division of the McGraw-Hill Companies, Inc., 55 Water Street, 41 Floor, New
York, New York, 10041, Attention: Residential Mortgage Surveillance. Any notice
delivered to the Seller, the Master Servicer, or the Trustee under this
Agreement shall be effective only upon receipt. Any notice required or permitted
to be mailed to a Certificateholder, unless otherwise provided herein, shall be
given by first-class mail, postage prepaid, at the address of such
Certificateholder as shown in the Certificate Register. Any notice so mailed
within the time prescribed in this Agreement shall be conclusively presumed to
have been duly given when mailed, whether or not the Certificateholder receives
such notice.

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

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

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



                                       108

<PAGE>



         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 it has
actual knowledge:

         1.       Any material change or amendment to this Agreement;

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

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

         4.       The repurchase or substitution of Mortgage Loans;

         5.       The final payment to Certificateholders; and

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


                                      109

<PAGE>



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

                                        STRUCTURED ASSET MORTGAGE INVESTMENTS
                                        INC., as Seller


                                        By:    /s/ BARON SILVERSTEIN
                                               ---------------------------------
                                        Name:      Baron Silverstein
                                        Title:     Managing Director


                                        INDYMAC BANK, F.S.B., as Master Servicer


                                        By:    /s/ S. Blair Abernathy
                                        ----------------------------------------
                                        Name:      S. Blair Abernathy
                                        Title:     SVP Capital Markets


                                        BANK ONE, NATIONAL ASSOCIATION, as
                                        Trustee


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


                                        EMC MORTGAGE CORPORATION


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

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

EMC MORTGAGE CORPORATION, as Mortgage Loan Seller


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



<PAGE>



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


       On the 30th day of November, 2001, before me, a notary public in and for
said State, personally appeared ____________________, known to me to be a
____________________ of Structured Asset Mortgage Investments Inc., the
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.

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



                                                _______________________________
                                                         Notary Public




[Notarial Seal]



<PAGE>



STATE OF                )
                        )ss.:
COUNTY OF               )


       On the 30th day of November, 2001, before me, a notary public in and for
said State, personally appeared ___________________, known to me to be a
____________________ of IndyMac Bank, F.S.B., the federal savings bank that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said federal savings bank, and acknowledged to me that
such federal savings bank 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 30th day of November, 2001, before me, a notary public in and for
said State, personally appeared ____________________, known to me to be a
____________________ of Bank One, National Association, the corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.

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



                                                _____________________________
                                                       Notary Public




[Notarial Seal]



<PAGE>


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


       On the 30th day of November, 2001, before me, a notary public in and for
said State, personally appeared ____________________, known to me to be a
____________________ of EMC Mortgage Corporation., the corporation that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.

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



                                                _____________________________
                                                       Notary Public




[Notarial Seal]