MORTGAGE LOAN PURCHASE AGREEMENT between THORNBURG MORTGAGE HOME LOANS, INC. as Mortgage Loan Seller and STRUCTURED ASSET MORTGAGE INVESTMENTS INC. as Purchaser Dated as of March 1, 2003 EXHIBITS AND SCHEDULE TO MORTGAGE LOAN PURCHASE AGREEMENT

Exhibit 99.1

[EXECUTION COPY]

MORTGAGE LOAN PURCHASE AGREEMENT



between



▇▇▇▇▇▇▇▇▇ MORTGAGE HOME LOANS, INC.

as Mortgage Loan Seller



and



STRUCTURED ASSET MORTGAGE INVESTMENTS INC.

as Purchaser



Dated as of

March 1, 2003

TABLE OF CONTENTS

EXHIBITS AND SCHEDULE TO
MORTGAGE LOAN PURCHASE AGREEMENT

MORTGAGE LOAN PURCHASE AGREEMENT

           MORTGAGE LOAN PURCHASE AGREEMENT, dated as of March 1, 2003 (this "Agreement"), by and between ▇▇▇▇▇▇▇▇▇ MORTGAGE HOME LOANS, INC., a Delaware corporation (the "Mortgage Loan Seller"), and STRUCTURED ASSET MORTGAGE INVESTMENTS INC., a Delaware corporation (the "Purchaser").

           Upon the terms and subject to the conditions of this Agreement, the Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase, certain hybrid and adjustable rate, first lien mortgage loans secured by one- to four-family residential properties (collectively, the "Mortgage Loans") as described herein and as listed on Schedule B hereto (the "Mortgage Loan Schedule"). The Purchaser intends to sell the Mortgage Loans to ▇▇▇▇▇▇▇▇▇ Mortgage Securities Trust 2003-2, a Delaware statutory trust (the "Trust") created pursuant to a trust, pooling and servicing agreement, to be dated as of March 1, 2003 (the "Trust, Pooling and Servicing Agreement"), between the Purchaser, as seller, ▇▇▇▇▇ Fargo Bank Minnesota, National Association, as master servicer and securities administrator, Deutsche Bank National Trust Company, as trustee (the "Trustee"), Deutsche Bank Trust Company Delaware, as Delaware trustee, and ▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc. ("▇▇▇▇▇▇▇▇▇"). Pursuant to the Trust, Pooling and Servicing Agreement, the Trust will issue its Mortgage Pass-Through Certificates, Series 2003-2 (the "Certificates").

           The Purchaser has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (Number 333-68542) relating to its Mortgage Pass-Through Certificates and the offering of certain series thereof (including certain classes of the Certificates) from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (the "Securities Act"). Such registration statement, when it became effective under the Securities Act, and the prospectus relating to the public offering of certain classes of the Certificates by the Purchaser (the "Public Offering"), as from time to time each is amended or supplemented pursuant to the Securities Act or otherwise, are referred to herein as the "Registration Statement" and the "Prospectus," respectively. The "Prospectus Supplement" shall mean that supplement, dated March 31, 2003 to the Prospectus, dated November 25, 2002 relating to certain classes of the Certificates. With respect to the Public Offering of certain classes of the Certificates, the Purchaser, Bear, ▇▇▇▇▇▇▇ & Co. Inc. ("Bear ▇▇▇▇▇▇▇"), ▇▇▇▇▇▇ Brothers Inc. ("▇▇▇▇▇▇") and Greenwich Capital Markets, Inc. ("RBS GC") (Bear ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and RBS GC collectively, the "Underwriters") have entered into have entered into a terms agreement dated as of March 31, 2003 to an underwriting agreement dated June 25, 1996, between the Purchaser and Bear ▇▇▇▇▇▇▇ (collectively, the "Underwriting Agreement").

           Now, therefore, in consideration of the premises and the mutual agreements set forth herein, the parties hereto agree as follows:

          SECTION 1.  Definitions. Certain terms are defined herein. Capitalized terms used herein but not defined herein shall have the meanings specified in the Trust, Pooling and Servicing Agreement. The following other terms are defined as follows:

           Acquisition Price: Cash in an amount equal to $1,060,891,769.76 (plus $3,967,480.60 in accrued interest) and the Class B-IO Certificates.

           Additional Collateral: With respect to any Additional Collateral Mortgage Loan, the marketable securities subject to a security interest pursuant to a related pledge agreement.

           Additional Collateral Mortgage Loan: Each Mortgage Loan identified as such in the Mortgage Loan Schedule and as to which Additional Collateral is then required to be provided as security therefor.

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

           Bear ▇▇▇▇▇▇▇: Bear, ▇▇▇▇▇▇▇ & Co. Inc.

           Convertible Mortgage Loan: Any Mortgage Loan which, at the option of the Mortgagor and in accordance with the terms of the related Mortgage Note, may have the related Mortgage Rate converted from an adjustable rate to a fixed rate.

           Closing Date: April 3, 2003.

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

           Cooperative Corporation: The entity that holds title (fee or an acceptable leasehold estate) to the real property and improvements constituting the Cooperative Property and which governs the Cooperative Property, which Cooperative Corporation must qualify as a Cooperative Housing Corporation under Section 216 of the Code.

           Cooperative Loan: Any Mortgage Loan secured by Cooperative Shares and a Proprietary Lease.

           Cooperative Loan Documents: As to any Cooperative Loan, (i) the Cooperative Shares, together with a stock power in blank; (ii) the original executed Security Agreement and the assignment of the Security Agreement endorsed in blank; (iii) the original executed Proprietary Lease and the assignment of the Proprietary Lease endorsed in blank; (iv) the original executed Recognition Agreement and the assignment of the Recognition Agreement (or a blanket assignment of all Recognition Agreements) endorsed in blank; (v) the executed UCC-1 financing statement with evidence of recording thereon, which has been filed in all places required to perfect the security interest in the Cooperative Shares and the Proprietary Lease; and (vi) executed UCC-3 financing statements (or copies thereof) or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Trust with evidence of recording thereon (or in a form suitable for recordation).

           Cooperative Property: The real property and improvements owned by the Cooperative Corporation, that includes the allocation of individual dwelling units to the holders of the Cooperative Shares of the Cooperative Corporation.

           Cooperative Shares: Shares issued by a Cooperative Corporation.

           Cooperative Unit: A single-family dwelling located in a Cooperative Property.

           Cut-off Date: March 1, 2003.

           Cut-off Date Balance: $1,060,891,769.76.

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

           Employee Loan: Any Mortgage Loan identified as such in the Mortgage Loan Schedule, which provides for an increase in the Mortgage Rate thereof in the event of the change of employment of the Mortgagor thereunder.

           ▇▇▇▇▇▇ ▇▇▇: ▇▇▇▇▇▇ ▇▇▇ (also known as the Federal National Mortgage Association) or any successor thereto.

           ▇▇▇▇▇▇▇ Mac: ▇▇▇▇▇▇▇ Mac (also known as the Federal Home Loan Mortgage Corporation) or any successor thereto.

           ▇▇▇▇▇▇: ▇▇▇▇▇▇ Brothers Inc.

           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.

           Lost Note Affidavit: With respect to any Lost Note, an affidavit from the Mortgage Loan Seller or one of its affiliates certifying that the original Mortgage Note has been lost, misplaced or destroyed (together with a copy of the related Mortgage Note and indemnifying the Seller, the Trustee and the Trust against any loss, cost or liability resulting from the failure to deliver the original Mortgage Note).

           Master Servicer: As of the Closing Date, ▇▇▇▇▇ Fargo Bank Minnesota, National Association and, thereafter, its respective successors in interest which meet the qualifications of the Trust, Pooling and Servicing Agreement.

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

           MERS Mortgage Loan: Any Mortgage Loan as to which (i) the related Security Instrument or related assignment, has been or will be recorded in the name of MERS, as agent for the holder from time to time of the Mortgage Note, and (ii) such Mortgage Loan has been or will be registered on the MERS System.

           MERS System: The electronic registration system maintained by MERS.

           Modifiable Mortgage Loan: Any Mortgage Loan which, at the option of the Mortgagor and in accordance with the terms of the related Mortgage Note, may have the related Mortgage Rate modified to any adjustable rate or hybrid product offered at the time by the related originator.

           Moody's: ▇▇▇▇▇'▇ Investors Service and its successors in interest.

           Mortgage: The mortgage or deed of trust creating a first lien on an interest in real property securing a Mortgage Note.

           Mortgage File: The items referred to in Exhibit 1 pertaining to a particular Mortgage Loan and any additional documents required to be added to the Mortgage File pursuant to this Agreement.

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

           Mortgaged Property: Any of (x) the fee simple interest in real property, together with improvements thereto including any exterior improvements to be completed within 120 days of disbursement of the related Mortgage Loan proceeds, or (y) or, in the case of REO Property, such REO Property, or (z) in the case of a Cooperative Loan, the related Cooperative Shares and Proprietary Lease, securing the indebtedness of the Mortgagor under the related Mortgage Loan.

           Mortgage Rate: The annual rate at which interest accrues from time to time on any Mortgage Loan pursuant to the related Mortgage Note, which rate at the Cut-Off Date is equal to the "Mortgage Rate" set forth with respect thereto on the Mortgage Loan Schedule.

           Mortgagor: The obligor on a Mortgage Note.

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

           Non-MERS Mortgage Loan: Any Mortgage Loan other than a MERS Mortgage Loan.

           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 Purchaser.

           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 Purchaser.

           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.

           Proprietary Lease: With respect to any Cooperative Unit, a lease or occupancy agreement between a Cooperative Corporation and a holder of related Cooperative Shares.

           Rating Agency: Each of S&P and ▇▇▇▇▇'▇.

           Recognition Agreement: With respect to any Cooperative Loan, an agreement between the related Cooperative Corporation and the originator of such Mortgage Loan to establish the rights of such originator in the related Cooperative Property.

           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 TMI pursuant to this Agreement or Article II of the Trust, Pooling and Servicing Agreement, as applicable, 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 Rate, through and including the last day of the month of repurchase, (iii) any premiums due the insurer under any Primary Mortgage Insurance Policy, and reduced by (iv) any portion of any Servicing Fee or the Master Servicing Fee, Monthly Advances and advances payable to the purchaser of the Mortgage Loan.

           Retained Interest: Interest in respect of each Employee Loan, retained by the Retained Interest Holder at the Retained Interest Rate.

           Retained Interest Holder: With respect to each Employee Loan, the Mortgage Loan Seller or any successor in interest by assignment or otherwise.

           Retained Interest Rate: As of the Cut-off Date, and for each Due Period thereafter, 0.00% per annum; provided, however, if the related Mortgagor of the Employee Loan ceases to be an employee or a director of ▇▇▇▇▇▇▇▇▇ or its Affiliates, the amount of the increase in the per annum rate set forth in the related Mortgage Note.

           S&P: Standard & Poor's Ratings Services, a division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. and its successor in interest.

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

           Security Agreement: With respect to any Cooperative Loan, the agreement between the owner of the related Cooperative Shares and the originator of the related Mortgage Note that defines the terms of the security interest in such Cooperative Shares and the related Proprietary Lease.

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

           Servicing Agreements: The servicing agreements relating to the Mortgage Loans as set forth in Exhibit 2 hereto (including that of the Sub-Master Servicer), servicing arrangements for any Mortgage Loans under the Mortgage Loan Seller's Correspondents Sellers Guide, and any other servicing agreement entered into between a successor servicer and the Mortgage Loan Seller or the Trustee on behalf of the Trust pursuant to the terms of the Trust, Pooling and Servicing Agreement.

           Substitute Mortgage Loan: A mortgage loan tendered to the Trustee on behalf of the Trust pursuant to this Agreement, the related Servicing Agreement or Section 2.04 of the Trust, Pooling and Servicing 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 Rate and Net Mortgage 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, (viii) is not a Cooperative Loan unless such Mortgage Loan was a Cooperative Loan; (ix) which has a Gross Margin, Periodic Rate Cap and Maximum Lifetime Mortgage Rate no less than those of such Mortgage Loan, has the same Index and interval between Interest Adjustment Dates as such Mortgage Loan, and a Minimum Lifetime Mortgage Rate no lower than that of such Mortgage Loan; and (x) is a "qualified mortgage" as defined in Section 860G(a)(3) of the Code; provided, however, that no mortgage loan will be eligible to become a Substitute Mortgage Loan if its inclusion in the Trust would be in violation of the provisions of Section 2.04 hereof.

           UCC: The Uniform Commercial Code as in effect in the applicable jurisdiction.

           SECTION 2.  Purchase and Sale of the Mortgage Loans and Related Rights.

           (a)  Upon satisfaction of the conditions set forth in Section 10 hereof, the Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase, the Mortgage Loans with the Cut-off Date Balance in exchange for the Acquisition Price.

           (b)  The closing for the purchase and sale of the Mortgage Loans and the closing for the issuance of the Certificates will take place on the Closing Date at the office of the Mortgage Loan Seller's counsel in New York, New York or such other place as the parties shall agree.

           (c) Upon the satisfaction of the conditions set forth in Section 10 hereof, on the Closing Date, the Purchaser shall pay to the Mortgage Loan Seller the cash portion of the Acquisition Price for the Mortgage Loans in immediately available funds by wire transfer to such account or accounts as shall be designated by the Mortgage Loan Seller and shall deliver the Class B-IO Certificates to the Mortgage Loan Seller in physical form, whereupon the Mortgage Loans (but excluding any Retained Interest on a Mortgage Loan) shall become the sole property of the Purchaser.

           (d) In addition to the foregoing, effective on the Closing Date, the Mortgage Loan Seller assigns to the Purchaser the following other assets relating to the Mortgage Loans: (i) such assets relating to the Mortgage Loans as from time to time may be held by the Servicers in each Servicer Account and the Master Servicer in the Master Servicer Collection Account (but, in each case, excluding all investment earnings thereon), (ii) any REO Property, (iii) related Insurance Policies (including the MLCC Limited Purpose Surety Bond) and any amounts paid or payable by the insurer under any Insurance Policy (to the extent the mortgagee has a claim thereto), (iv) the rights of the Mortgage Loan Seller with respect to each of the Servicing Agreements (noting that the Mortgage Loan Seller has also retained the right in the event of breach of the representations, warranties and covenants, if any, with respect to the related Mortgage Loans of the related Servicer under the related Servicing Agreement to enforce the provisions thereof and to seek all or any available remedies), (v) with respect to Additional Collateral Mortgage Loans (a) its rights as assignee under any security agreements, pledge agreements or guarantees relating to the Additional Collateral supporting any Additional Collateral Mortgage Loan, (b) its security interest in and to any Additional Collateral, and (c) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the related Servicing Agreement, (vi) any proceeds of the foregoing.

           SECTION 3. Mortgage Loan Schedules. The Mortgage Loan Seller agrees to provide to the Purchaser as of the date hereof a preliminary listing of the Mortgage Loans (the "Preliminary Mortgage Loan Schedule") setting forth the information listed on Exhibit 3 to this Agreement with respect to each of the Mortgage Loans being sold by the Mortgage Loan Seller. If there are changes to the Preliminary Mortgage Loan Schedule, the Mortgage Loan Seller shall provide to the Purchaser as of the Closing Date a final schedule (the "Final Mortgage Loan Schedule") setting forth the information listed on Exhibit 3 to this Agreement with respect to each of the Mortgage Loans being sold by the Mortgage Loan Seller to the Purchaser. The Final Mortgage Loan Schedule shall be delivered to the Purchaser on the Closing Date, shall be attached to this Agreement as Schedule B. If there are no changes to the Preliminary Mortgage Loan Schedule, the Preliminary Mortgage Loan Schedule shall be the Final Mortgage Loan Schedule for all purposes hereof.

           SECTION 4. Mortgage Loan Transfer.

           (a) The Purchaser will be entitled to all scheduled payments of principal and interest on the Mortgage Loans due after the Cut-off Date (regardless of when actually collected) and all payments thereof other than scheduled principal and interest received after the Cut-off Date. The Mortgage Loan Seller will be entitled to all scheduled payments of principal and interest on the Mortgage Loans due on or before the Cut-off Date (including payments collected after the Cut-off Date) and all payments thereof other than scheduled principal and interest on the Mortgage Loans received on or before the Cut-off Date. Such principal amounts and any interest thereon belonging to the Mortgage Loan Seller as described above will not be included in the aggregate outstanding principal balance of the Mortgage Loans as of the Cut-off Date as set forth on the Mortgage Loan Schedule.

           (b) Pursuant to various conveyancing documents to be executed on the Closing Date and pursuant to the Trust, Pooling and Servicing Agreement, the Purchaser will assign on the Closing Date all of its right, title and interest in and to the Mortgage Loans and the other assets set forth in Section 2(d) hereof, to the Trustee, on behalf of the Trust, for the benefit of the Certificateholders. In connection with the transfer and assignment of the Mortgage Loans, the Mortgage Loan Seller has delivered or will deliver or cause to be delivered to the Trustee by the Closing Date or such later date as is agreed to by the Purchaser and the Mortgage Loan Seller (each of the Closing Date and such later date is referred to as a "Mortgage File Delivery Date"), the items of each Mortgage File. The Mortgage Loan Seller shall take, or cause the applicable Servicer to take, all actions specified in Section 2.01(c) of the Trust, Pooling and Servicing Agreement in the manner specified therein.

           (c) The Mortgage Loan Seller and the Purchaser acknowledge hereunder that all of the Mortgage Loans and the related servicing (including the rights of the Mortgage Loan Seller under the Servicing Agreements) will ultimately be assigned to the Trust or Trustee, on behalf of the Trust, for the benefit of the Certificateholders, on the date hereof.

SECTION 5. Examination of Mortgage Files.

           (a) On or before the Mortgage File Delivery Date, the Mortgage Loan Seller will have made the Mortgage Files available to the Purchaser or its agent for examination which may be at the offices of the Trustee or the Mortgage Loan Seller and/or the Mortgage Loan Seller's custodian. The fact that the Purchaser or its agent has conducted or has failed to conduct any partial or complete examination of the Mortgage Files shall not affect the Purchaser's rights to demand cure, repurchase, substitution or other relief as provided in this Agreement. In furtherance of the foregoing, the Mortgage Loan Seller shall make the Mortgage Files available to the Purchaser or its agent from time to time so as to permit the Purchaser to confirm the Mortgage Loan Seller's compliance with the delivery and recordation requirements of this Agreement and the Trust, Pooling and Servicing Agreement. In addition, upon request of the Purchaser, the Mortgage Loan Seller agrees to provide to the Purchaser, the Underwriters and to any investors or prospective investors in the Certificates information regarding the Mortgage Loans and their servicing, to make the Mortgage Files available to the Purchaser, the Underwriters and to such investors or prospective investors (which may be at the offices of the Mortgage Loan Seller and/or the Mortgage Loan Seller's custodian) and to make available personnel knowledgeable about the Mortgage Loans for discussions with the Purchaser, the Underwriters and such investors or prospective investors, upon reasonable request during regular business hours, sufficient to permit the Purchaser, the Underwriters and such investors or potential investors to conduct such due diligence as any such party reasonably believes is appropriate.

           (b) Pursuant to the Trust, Pooling and Servicing Agreement, on the Closing Date the Trustee, for the benefit of the Trust and the Certificateholders, will review certain items of the Mortgage Files and will deliver to the Mortgage Loan Seller a certification in the form attached as Exhibit C-1 to the Trust, Pooling and Servicing Agreement.

           (c) Pursuant to the Trust, Pooling and Servicing Agreement, the Trustee will review the Mortgage Files within 90 and again within 180 days of the Closing Date and will deliver to the Mortgage Loan Seller and the Master Servicer an interim and a final certification, respectively, substantially in the forms of Exhibits C-2 and C-3, as applicable, to the Trust, Pooling, and Servicing Agreement. If the Trustee is unable to deliver a certification with respect to the items listed in Exhibit 1 due to any document that is missing, has not been executed or appears to be unrelated, determined on the basis of the Mortgagor name, original principal balance and loan number, to the Mortgage Loans identified in Exhibit 1 or appears to be defective on its face, upon notification by the Trustee or the Custodian as its agent, the Mortgage Loan Seller shall correct or cure any such defect within 90 days from the date of notice from the Trustee (or the Custodian) of the defect or, in the case of a defect in connection with a final certification of the Trustee, shall deliver to the Trustee an Opinion of Counsel to the effect that such defect does not materially or adversely affect the interests of the Trust or the Certificateholders in such Mortgage Loan. If the Mortgage Loan Seller is unable to cure such defect within such period, and if such defect materially and adversely affects the interests of the Trust or the Certificateholders in the related Mortgage Loan, the Mortgage Loan Seller will, in accordance with the terms of the Trust, Pooling and Servicing Agreement, within 90 days of notice, purchase the related Mortgage Loan at the Repurchase Price and in accordance with Section 2.02(c) of the Trust, Pooling and Servicing Agreement. The foregoing repurchase obligation shall not apply in the event that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recording to the appropriate recording office in the applicable jurisdiction because such document has not been returned by such office; provided that the Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such receipt is not available, an Officer's Certificate confirming that such documents have been accepted for recording, and delivery to the Trustee (or the Custodian, as its agent) shall be effected by the Mortgage Loan Seller within thirty days of its receipt of the original recorded document.

           (d) In lieu of purchasing a Mortgage Loan pursuant to Section 5(c) hereof, the Mortgage Loan Seller may deliver a Substitute Mortgage Loan in accordance with Section 2.04 of the Trust, Pooling and Servicing Agreement, including delivery of the cash specified therein; provided, however, that delivery of a Substitute Mortgage Loan in lieu of a purchase pursuant to Section 5(c) hereof and Section 2.02 of the Trust, Pooling and Servicing Agreement, shall not be permitted after the two-year period beginning with the Start-up Day, or to the extent otherwise prohibited pursuant to Section 2.04 of the Trust, Pooling and Servicing Agreement. At the time of any substitution, the Mortgage Loan Seller shall, in accordance with the provisions of Section 2.04 of the Trust, Pooling and Servicing Agreement, deliver or cause to be delivered the Substitute Mortgage Loan, the related Mortgage File and any other documents and payments required to be delivered in connection with a substitution pursuant to the Trust, Pooling and Servicing Agreement. At the time of any purchase or substitution, the Trustee shall, in accordance with the provisions of Section 2.04 of the Trust, Pooling and Servicing Agreement, (i) assign to the Mortgage Loan Seller and cause the Trustee to release the documents (including, but not limited to, the Mortgage, Mortgage Note and other contents of the Mortgage File) in the possession of the Trustee relating to the repurchased or substituted Mortgage Loan and (ii) execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Mortgage Loan Seller title to such repurchased or substituted Mortgage Loan.

           SECTION 6. Recordation of Assignments of Mortgage, Etc..

           (a) The Mortgage Loan Seller will, with respect to each Non-MERS Mortgage Loan (other than a Cooperative Loan), promptly after the Closing Date at its expense, cause each Mortgage and each assignment of Mortgage from the Mortgage Loan Seller to the Trustee, and all unrecorded intervening assignments, if any, delivered on or prior to the Closing Date, to be recorded in all recording offices in the jurisdictions where the related Mortgaged Properties are located; provided, however, the Mortgage Loan Seller need not cause to be recorded any assignment which relates to a Mortgage Loan in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Mortgage Loan Seller to the Trustee and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan; provided, however, notwithstanding the delivery of any Opinion of Counsel, each assignment of Mortgage with respect to a Non-MERS Mortgage Loan (other than a Cooperative Loan) shall be submitted for recording by the Mortgage Loan Seller in the manner described above, at no expense to the Trust or Trustee, upon the earliest to occur of (i) reasonable direction by the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust, (ii) the occurrence of a bankruptcy or insolvency relating to the Mortgage Loan Seller or the Purchaser, or (iii) with respect to any one assignment of Mortgage, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.

           While each such Mortgage or assignment is being recorded, if necessary, the Mortgage Loan Seller shall leave or cause to be left with the Trustee a certified copy of such Mortgage or assignment. In the event that, within 180 days of the Closing Date, the Trustee has not received an Opinion of Counsel as described above or received evidence of recording with respect to each Mortgage Loan delivered to the Purchaser pursuant to the terms hereof or as set forth above, the failure to provide evidence of recording or such Opinion of Counsel shall be considered a material defect, and the provisions of Section 5(c) and (d) shall apply. All customary recording fees and reasonable expenses relating to the recordation of the assignments of mortgage to the Trustee or the Opinion of Counsel, as the case may be, shall be borne by the Mortgage Loan Seller.

           With respect to each Cooperative Loan, the Mortgage Loan Seller will take, or cause the applicable Servicer to take, at the expense of the Mortgage Loan Seller and with the cooperation of the Purchaser, the Trustee and the Master Servicer, such actions as are necessary under applicable law in order to perfect the interest of the Trust in the related Mortgaged Property.

           With respect to each MERS Mortgage Loan, the Mortgage Loan Seller will take, or cause the applicable Servicer to take, at the expense of the Mortgage Loan Seller and at the direction and with the cooperation of the Purchaser, the Trustee and the Master Servicer, such actions as are necessary to cause the Trust to be clearly identified as the owner of each such Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS.

           In addition, in instances where a title insurance policy is required to be delivered to the Trustee, as specified in Exhibit 1 hereto, and is not so delivered, the Mortgage Loan Seller will provide a copy of such title insurance policy to the Trustee, or to the Custodian on behalf of the Trustee, as promptly as practicable after the execution and delivery hereof, but in any case within 180 days of the Closing Date.

           For Mortgage loans (if any) that have been prepaid in full after the Cut-Off Date and prior to the Closing Date, the Mortgage Loan Seller, in lieu of delivering the above documents, shall comply with Section 2.01(e) of the Trust, Pooling and Servicing Agreement.

           (b) It is the express intent of the parties hereto that the conveyance of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser, as contemplated by this Agreement be, and be treated as, a sale. It is, further, not the intention of the parties that such conveyance be deemed a pledge of the Mortgage Loans by the Mortgage Loan Seller to the Purchaser to secure a debt or other obligation of the Mortgage Loan Seller. However, in the event that, notwithstanding the intent of the parties, the Mortgage Loans are held by a court to continue to be property of the Mortgage Loan Seller, then (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the applicable Uniform Commercial Code; (b) the transfer of the Mortgage Loans provided for herein shall be deemed to be a grant by the Mortgage Loan Seller to the Purchaser of a security interest in all of the Mortgage Loan Seller's right, title and interest in and to the Mortgage Loans and all amounts payable to the holders of the Mortgage Loans in accordance with the terms thereof and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, to the extent the Purchaser would otherwise be entitled to own such Mortgage Loans and proceeds pursuant to Section 4 hereof, including all amounts, other than investment earnings, from time to time held or invested in any accounts created pursuant to the Trust, Pooling and Servicing Agreement, whether in the form of cash, instruments, securities or other property; (c) the possession by the Purchaser or the Trustee of Mortgage Notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-313 (or comparable provision) of the applicable Uniform Commercial Code; and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. Any assignment of the interest of the Purchaser pursuant to any provision hereof or pursuant to the Trust, Pooling and Servicing Agreement shall also be deemed to be an assignment of any security interest created hereby. The Mortgage Loan Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of the Trust, Pooling and Servicing Agreement.

          SECTION 7. Representations and Warranties of Mortgage Loan Seller Concerning the Mortgage Loans. The Mortgage Loan Seller hereby makes the representations and warranties set forth in Exhibit 4 hereto applicable to the Mortgage Loans, as of the Closing Date or, if applicable, such other date as may be specified therein.

           Upon discovery or receipt of notice by the Mortgage Loan Seller, the Purchaser or the Trustee of a breach of any representation or warranty of the Mortgage Loan Seller set forth in Exhibit 4 hereto which materially and adversely affects the value of the interests of the Purchaser, the Trust, the Certificateholders or the Trustee in any of the Mortgage Loans delivered to the Purchaser pursuant to this Agreement, the party discovering or receiving notice of such breach shall give prompt written notice to the others. In the case of any such breach of a representation or warranty set forth in Exhibit 4 hereto, within 90 days from earliest of the date of receipt of notice or discovery by the Mortgage Loan Seller of such breach, the Mortgage Loan Seller will (i) cure such breach in all material respects, (ii) purchase the affected Mortgage Loan at the applicable Repurchase Price or (iii) if within two years of the Closing Date, substitute a qualifying Substitute Mortgage Loan in exchange for such Mortgage Loan in the case of clauses (ii) and (iii), in accordance with Section 5(c) or 5(d) hereof, as applicable. The obligations of the Mortgage Loan Seller to cure, purchase or substitute a qualifying Substitute Mortgage Loan shall constitute the Purchaser's, the Trust's, the Trustee's and the Certificateholders' sole and exclusive remedy under this Agreement or otherwise respecting a breach of representations or warranties hereunder with respect to the Mortgage Loans, except for the obligation of the Mortgage Loan Seller to indemnify the Purchaser for such breach as set forth in and limited by Section 14 hereof.

           Any cause of action against the Mortgage Loan Seller or relating to or arising out of a breach by the Mortgage Loan Seller of any representations and warranties made in this Section 7 shall accrue as to any Mortgage Loan upon (i) discovery of such breach by the Mortgage Loan Seller or notice thereof by the party discovering such breach and (ii) failure by the Mortgage Loan Seller to cure such breach, purchase such Mortgage Loan or substitute a qualifying Substitute Mortgage Loan pursuant to the terms hereof.

           Notwithstanding whether any representation or warranty made by the Mortgage Loan Seller in Exhibit 4 hereof is made only to the best of the Mortgage Loan Seller's knowledge, the Mortgage Loan Seller shall be obligated under this Section 7 to repurchase any Mortgage Loan with respect to which such representation or warranty was untrue as of the Cut-off Date, the Closing Date, or otherwise, as applicable, irrespective of the Mortgage Loan Seller's lack of knowledge thereof.

          SECTION 8. Representations and Warranties Concerning the Mortgage Loan Seller. As of the date hereof and as of the Closing Date, the Mortgage Loan Seller represents and warrants to the Purchaser as to itself in the capacity indicated as follows:

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

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

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

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

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

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

          SECTION 9. Representations and Warranties Concerning the Purchaser. As of the date hereof and as of the Closing Date, the Purchaser represents and warrants to the Mortgage Loan Seller as follows:

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

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

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

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

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

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

           SECTION 10. Conditions to Closing.

           (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

                (1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Trust, Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller.

                (2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof:

                (3) The Certificates to be sold to the Underwriters pursuant to the Underwriting Agreement shall have been issued and sold to the Underwriters.

                (4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request.

           (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

                (1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser.

                (2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof:

           SECTION 11. Fees and Expenses. Subject to Section 17 hereof, the Mortgage Loan Seller shall pay on the Closing Date or such later date as may be agreed to by the Purchaser (i) the fees and expenses of the Mortgage Loan Seller's attorneys and the reasonable fees and expenses of the Purchaser's attorneys, (ii) the fees and expenses of Deloitte & Touche LLP and the fees and expenses of all other certified public accounting firms providing letters regarding information contained in the Prospectus, (iii) the fee for the use of Purchaser's Registration Statement based on the aggregate original principal amount of the Certificates and the filing fee of the Commission as in effect on the date on which the Registration Statement was declared effective, (iv) the fees and expenses including counsel's fees and expenses in connection with any "blue sky" and legal investment matters, (v) the fees and expenses of the Trustee (and the Delaware Trustee) which shall include without limitation all related fees and expenses (and the fees and disbursements of their counsels) with respect to (A) legal and document review of this Agreement, the Trust, Pooling and Servicing Agreement, the Servicing Agreements, the Certificates and related agreements, (B) attendance at the Closing and (C) review of the Mortgage Loans to be performed by the Trustee, (vi) the fees and expenses of the Master Servicer and Securities Administrator which shall include without limitation all related fees and expenses (and the fees and disbursements of its counsel) with respect to legal and document review of this Agreement, the Trust, Pooling and Servicing Agreement, the Servicing Agreements, the Certificates and related agreements, (vii) the expenses for printing or otherwise reproducing the Certificates, the Prospectus and the Prospectus Supplement, (viii) the fees and expenses of each of the Rating Agencies (both initial and ongoing), (ix) the fees and expenses relating to the preparation and recordation of mortgage assignments, if required, (including intervening assignments, if any and if available, to evidence a complete chain of title from the originator to the Trustee) from the Mortgage Loan Seller to the Trustee or the expenses relating to the Opinion of Counsel referred to in Section 6(a) hereof, as the case may be, and (x) Mortgage File due diligence expenses and other out-of-pocket expenses incurred by the Purchaser in connection with the purchase of the Mortgage Loans and by the Underwriters in connection with the sale of the Certificates. The Mortgage Loan Seller additionally agrees to pay directly to any third party on a timely basis the fees provided for above which are charged by such third party and which are billed periodically.

           SECTION 12. Accountants' Letters.

           (a) It is a condition to closing that Deloitte & Touche LLP shall have reviewed the characteristics of a sample of the Mortgage Loans described in the Final Mortgage Loan Schedule and compared those characteristics to the description of the Mortgage Loans contained in the Prospectus Supplement under the captions "Summary of Terms--The Mortgage Pool" and "Description of the Mortgage Loans" and in the numerical information contained in Appendix I and Schedule A thereto and confirmed certain calculations set forth under the captions "Yield and Prepayment Considerations" in the Prospectus Supplement. The Mortgage Loan Seller will cooperate with the Purchaser in making available all information and taking all steps reasonably necessary to permit such accountants to complete the review and to deliver the letters required of them under the Underwriting Agreement. Deloitte & Touche LLP will also confirm certain calculations as set forth under the captions "Yield and Prepayment Considerations" in the Prospectus Supplement.

           (b) To the extent statistical information with respect to any Servicer's servicing portfolio is included in the Prospectus Supplement under the caption "The Master Servicer and the Servicers," the Mortgage Loan Seller will cause a letter from the certified public accountant for each such Servicer to be delivered to the Purchaser dated the date of the Prospectus Supplement, in the form previously agreed to by the Mortgage Loan Seller and the Purchaser, with respect to such statistical information.

           SECTION 13. [RESERVED]

           SECTION 14. Notices. All demands, notices and communications hereunder shall be in writing but may be delivered by facsimile transmission subsequently confirmed in writing. Notices to the Mortgage Loan Seller shall be directed to ▇▇▇▇▇▇▇▇▇ Mortgage Home Loans, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice President—Mortgage Loan Securitization, and notices to the Purchaser shall be directed to Structured Asset Mortgage Investments Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, (Telecopy: (212-272-5591)), Attention: Vice President-Servicing; or to any other address as may hereafter be furnished by one party to the other party by like notice. Any such demand, notice or communication hereunder shall be deemed to have been received on the date received at the premises of the addressee (as evidenced, in the case of registered or certified mail, by the date noted on the return receipt) provided that it is received on a business day during normal business hours and, if received after normal business hours, then it shall be deemed to be received on the next business day.

           SECTION 15. Transfer of Mortgage Loans. The Purchaser retains the right to assign the Mortgage Loans and any or all of its interest under this Agreement to the Trust, or the Trustee on behalf of the Trust, without the consent of the Mortgage Loan Seller, and, upon such assignment, the Trust, or the Trustee on its behalf, shall succeed to the applicable rights and obligations of the Purchaser hereunder; provided, however, the Purchaser shall remain entitled to the benefits set forth in Sections 11 and 17 hereto and as provided in Section 2(a). Notwithstanding the foregoing, the sole and exclusive right and remedy of the Trust, the Trustee or any Certificateholder with respect to a breach of representation or warranty of the Mortgage Loan Seller shall be the purchase or substitution obligations of the Mortgage Loan Seller contained in Sections 5 and 7 hereof.

          SECTION 16. Termination. This Agreement may be terminated (a) by the mutual consent of the parties hereto prior to the Closing Date, (b) by the Purchaser, if the conditions to the Purchaser's obligation to close set forth under Section 10(a) hereof are not fulfilled as and when required to be fulfilled or (c) by the Mortgage Loan Seller, if the conditions to the Mortgage Loan Seller's obligation to close set forth under Section 10(b) hereof are not fulfilled as and when required to be fulfilled. In the event of termination pursuant to clause (b), the Mortgage Loan Seller shall pay, and in the event of termination pursuant to clause (c), the Purchaser shall pay, all reasonable out-of-pocket expenses incurred by the other in connection with the transactions contemplated by this Agreement. In the event of a termination pursuant to clause (a), each party shall be responsible for its own expenses.

          SECTION 17. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement, or contained in certificates of officers of the Mortgage Loan Seller submitted pursuant hereto, shall remain operative and in full force and effect and shall survive delivery of the Mortgage Loans to the Purchaser (and by the Purchaser to the Trust, or the Trustee on its behalf). Subsequent to the delivery of the Mortgage Loans to the Purchaser, the Mortgage Loan Seller's representations and warranties contained herein with respect to the Mortgage Loans shall be deemed to relate to the Mortgage Loans actually delivered to the Purchaser and included in the Final Mortgage Loan Schedule and any Substitute Mortgage Loan and not to those Mortgage Loans deleted from the Preliminary Mortgage Loan Schedule pursuant to Section 3 hereof prior to the Closing.

          SECTION 18. Severability. If any provision of this Agreement shall be prohibited or invalid under applicable law, the Agreement shall be ineffective only to such extent, without invalidating the remainder of this Agreement.

          SECTION 19. Counterparts. This Agreement may be executed in counterparts, each of which will be an original, but which together shall constitute one and the same agreement.

           SECTION 20. Amendment. This Agreement cannot be amended or modified in any manner without the prior written consent of each party.

           SECTION 21. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE AND PERFORMED IN THE STATE OF NEW YORK AND SHALL BE INTERPRETED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES OF SUCH STATE.

           SECTION 22. Further Assurances. Each of the parties agrees to execute and deliver such instruments and take such actions as another party may, from time to time, reasonably request in order to effectuate the purpose and to carry out the terms of this Agreement including any amendments hereto which may be required by each of the Rating Agencies.

           SECTION 23. Successors and Assigns.

           This Agreement shall bind and inure to the benefit of and be enforceable by the Mortgage Loan Seller and the Purchaser and their permitted successors and assigns and their directors, officers and controlling persons (within the meaning of federal securities laws). The Mortgage Loan Seller acknowledges and agrees that the Purchaser may assign its rights under this Agreement (including, without limitation, with respect to the Mortgage Loan Seller's representations and warranties respecting the Mortgage Loans) to the Trust, or the Trustee on its behalf. Any person into which the Mortgage Loan Seller may be merged or consolidated (or any person resulting from any merger or consolidation involving the Mortgage Loan Seller), any person resulting from a change in form of the Mortgage Loan Seller or any person succeeding to the business of the Mortgage Loan Seller, shall be considered the "successor" of the Mortgage Loan Seller hereunder and shall be considered a party hereto without the execution or filing of any paper or any further act or consent on the part of any party hereto. Except as provided in the two preceding sentences, this Agreement cannot be assigned, pledged or hypothecated by either party hereto without the written consent of the other parties to this Agreement and any such assignment or purported assignment shall be deemed null and void.

           SECTION 24. The Mortgage Loan Seller. The Mortgage Loan Seller will keep in full effect all rights as are necessary to perform its obligations under this Agreement.

           SECTION 25. Entire Agreement. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements, understandings, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject matter hereof.

           SECTION 26. No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto.

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           IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective duly authorized officers as of the date first above written.

EXHIBIT 1

CONTENTS OF MORTGAGE FILE

           With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, except that, in the case of the 1998-1 Mortgage Loans, each Mortgage File shall include those items listed on Exhibit 5 hereto, which shall be available for inspection by the Purchaser or its designee, and which shall be delivered to the Purchaser or its designee pursuant to the terms of the Agreement.

EXHIBIT 2

LIST OF SERVICERS AND SERVICING AGREEMENTS

Primary Servicers

                 Class                                    S&P                                  ▇▇▇▇▇'▇
______________________________________   ______________________________________   _____________________________
                Class A                                   AAA                                    Aaa
               Class M-1                                  AA                                     Aa2
               Class M-2                                   A                                     A2
               Class R-1                                  AAA                                    ---
               Class R-2                                  AAA                                    ---

                 Class                                    S&P                                  ▇▇▇▇▇'▇
______________________________________   ______________________________________   _____________________________

               Class B-IO                                  NR                                     NR