0000899681-03-000492 Sample Contracts

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 2nd, 2003 • Bear Stearns Asset Backed Securities Trust 2003-Sd2 • Asset-backed securities • New York

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”), dated as of October 1, 2003, among EMC Mortgage Corporation, a Delaware corporation (the “Assignor”), JPMorgan Chase Bank, as trustee (in such capacity the “Trustee”) for the holders of Bear Stearns Asset-Backed Securities Trust 2003-SD2, Asset-Backed Certificates, Series 2003-SD2 (the “Assignee”), and Wells Fargo Home Mortgage, Inc. (the “Company”):

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BEAR STEARNS ASSET BACKED SECURITIES, INC., Depositor EMC MORTGAGE CORPORATION, Seller and Servicer WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, Master Servicer and Securities Administrator and JPMORGAN CHASE BANK Trustee
Pooling and Servicing Agreement • December 2nd, 2003 • Bear Stearns Asset Backed Securities Trust 2003-Sd2 • Asset-backed securities • New York

POOLING AND SERVICING AGREEMENT, dated as of October 1, 2003, among BEAR STEARNS ASSET BACKED SECURITIES, INC., a Delaware corporation, as depositor (the "Depositor"), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in such capacity, the "Seller") and as servicer (in such capacity, the "EMC Servicer"), WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as master servicer (in such capacity, the "Master Servicer") and as securities administrator (in such capacity, the "Securities Administrator") and JPMORGAN CHASE BANK, a New York banking corporation, as trustee (the "Trustee").

ASSET-BACKED CERTIFICATES, SERIES 2003-SD2 UNDERWRITING AGREEMENT
Underwriting Agreement • December 2nd, 2003 • Bear Stearns Asset Backed Securities Trust 2003-Sd2 • Asset-backed securities • New York

The Certificates will be issued pursuant to a pooling and servicing agreement dated as of October 1, 2003 (the "Pooling and Servicing Agreement"), among the Depositor, EMC Mortgage Corporation as seller and a servicer (in its capacity as the seller, the "Seller" and in its capacity as a servicer, a "Servicer"), Wells Fargo Bank Minnesota, National Association, as securities administrator and as master servicer (in its capacity as securities administrator, the "Securities Administrator" and in its capacity as master servicer, the "Master Servicer"), and JPMorgan Chase, as trustee (the "Trustee"). The Certificates will evidence obligations of the Trust.

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • December 2nd, 2003 • Bear Stearns Asset Backed Securities Trust 2003-Sd2 • Asset-backed securities • New York

This is an Assignment, Assumption and Recognition Agreement (this “AAR Agreement”) made as of October 31, 2003, among EMC Mortgage Corporation (the “Assignor”), JPMorgan Chase Bank, as trustee for the holders of Bear Stearns Asset Backed Securities Trust 2003-SD2, Mortgage Pass- Through Certificates, Series 2003-SD2 (the “Assignee”) and Bank of America, N.A. (the “Company”).

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • December 2nd, 2003 • Bear Stearns Asset Backed Securities Trust 2003-Sd2 • Asset-backed securities • New York

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the “Assignment and Assumption Agreement”), dated as of October 1, 2003, by EMC Mortgage Corporation, a Delaware corporation (the “Assignor”), JPMorgan Chase Bank, as trustee (the “Assignee”) for the holders of Bear Stearns Asset Backed Securities Trust 2003-SD2, Asset-Backed Certificates, Series 2003-SD2 (the “Certificates”), Bear Stearns Asset Backed Securities, Inc. (the “Depositor”), Washington Mutual Bank, FA (the “Company” or a “Seller”), Washington Mutual Bank (“WMB” or a “Seller”) and Washington Mutual Bank fsb (“WFSB”, together with the Company and WMB, the “Sellers”).

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