0000899681-04-000421 Sample Contracts

176,853,100 ASSET-BACKED CERTIFICATES, SERIES 2004-SD2 UNDERWRITING AGREEMENT
Underwriting Agreement • May 14th, 2004 • Bear Stearns Asset Backed Securities Trust 2004-Sd2 • Asset-backed securities • New York

The Certificates will be issued pursuant to a pooling and servicing agreement dated as of April 1, 2004 (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, N.A., 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.

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ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT
Assignment, Assumption and Recognition Agreement • May 14th, 2004 • Bear Stearns Asset Backed Securities Trust 2004-Sd2 • Asset-backed securities • New York

This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of April 30, 2004, among EMC Mortgage Corporation (the "Assignor"), JPMorgan Chase Bank, as trustee for the holders of Bear Stearns Asset Backed Securities Trust 2004-SD2, Mortgage Pass-Through Certificates, Series 2004-SD2 (the "Assignee") and Bank of America, N.A. (the "Company") and acknowledged and agreed to by Wells Fargo Bank, N.A, as master servicer (in such capacity, the "Master Servicer") and securities administrator (in such capacity, the "Securities Administrator"), under the Pooling and Servicing Agreement (as defined below).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • May 14th, 2004 • Bear Stearns Asset Backed Securities Trust 2004-Sd2 • Asset-backed securities • New York

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement"), dated as of April 30, 2004, 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 2004-SD2, Asset-Backed Certificates, Series 2004-SD2 (the "Assignee"), and Wells Fargo Home Mortgage, Inc. (the "Company") and acknowledged and agreed to by Wells Fargo Bank, N.A, as master servicer and securities administrator, under the Pooling and Servicing Agreement, dated as of April 1, 2004 (the "Pooling and Servicing Agreement"), among Bear Stearns Asset Backed Securities I LLC, as depositor, the Assignor, as seller and servicer, Wells Fargo Bank, N.A. and JPMorgan Chase Bank, as trustee:

BEAR STEARNS ASSET BACKED SECURITIES I LLC, Depositor EMC MORTGAGE CORPORATION, Seller and Servicer WELLS FARGO BANK, N.A. Master Servicer and Securities Administrator and JPMORGAN CHASE BANK Trustee
Pooling and Servicing Agreement • May 14th, 2004 • Bear Stearns Asset Backed Securities Trust 2004-Sd2 • Asset-backed securities • New York

Exhibit A-1 Exhibit A-2 Exhibit A-3 Exhibit A-4 Exhibit A-5 Exhibit A-6 Exhibit A-7 Exhibit A-8 Exhibit A-9 Exhibit A-10 Exhibit A-11 Exhibit A-12 Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Exhibit J Exhibit K Form of Class I-A Certificates Form of Class II-A Certificates Form of Class III-A Certificates Form of Class IV-A Certificates Form of Class B-1 Certificates Form of Class B-2 Certificates Form of Class B-3 Certificates Form of Class B-4 Certificates Form of Class B-5 Certificates Form of Class B-6 Certificates Form of Class R-I Certificates Form of Class R-II Certificates Mortgage Loan Schedule Servicers of the Mortgage Loans Form of Transfer Affidavit Form of Transferor Certificate Form of Investment Letter (Non-Rule 144A) Form of Rule 144A Investment Letter Form of Request for Release DTC Letters of Representations Schedule of Mortgage Loans with Lost Notes EMC Mortgage Loan Servicing

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