Wells Fargo Bank Minnesota, NA

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

          This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of September 30, 2003, among EMC Mortgage Corporation (the "Assignor"), JPMorgan Chase Bank, as trustee (in such capacity, the "Trustee") for the holders of the Certificates referred to below (the "Assignee"), and Irwin Union Bank and Trust Company (the "Company").

          The Assignor is entering into a Pooling and Servicing Agreement, dated as of September 1, 2003 (the "Pooling and Servicing Agreement"), with Bear Stearns Asset Backed Securities, Inc., as depositor (the "Depositor"), EMC, as Servicer, Wells Fargo Bank Minnesota, National Association, as master servicer (in such capacity, the "Master Servicer") and securities administrator, and the Trustee. The Pooling and Servicing Agreement will provide for the creation of Bear Stearns Asset-Backed Securities Trust 2003-3 (the "Trust"), which will issue Asset-Backed Certificates, Series 2003-3 (the "Certificates"). In connection with the issuance of the Certificates, the Assignor will sell to the Depositor and the Depositor will assign to the Trust, its interest in the residential mortgage loans (the "Assigned Loans") listed on Attachment 1 annexed hereto. A copy of the Pooling and Servicing Agreement is attached as Attachment 3 hereto.

          The Assigned Loans are being serviced by the Company for Assignor and its successors and assigns pursuant to the Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of January 1, 2003, between Assignor and Company and (i) the Term Sheet, dated June 26, 2003, between Assignor and the Company, (ii) the Term Sheet, dated July 29, 2003, between Assignor and the Company and (iii) the Term Sheet, dated August 28, 2003, between the Assignor and the Company (collectively, the "Purchase Agreement").

          The Assignor agrees that, following transfer thereof to the Trustee, the Assigned Loans shall be subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.

Purchase, Assignment and Assumption

           1.      Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in the Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Purchase Agreement, provided, however, that the Assignor does not grant, transfer or assign to the Assignee the representations and warranties contained in Section 3.02 of the Purchase Agreement or the related remedies for breach thereof contained in Section 3.03 and any right of indemnification with respect to Section 8.01 thereof.

           2.      Simultaneously with the execution hereof, the Assignor, at its expense, shall have caused to be delivered to Assignee or its designee the Mortgage File for each Assigned Loan and any additional documents required to be delivered pursuant to the related Term Sheet with respect to such Assigned Loan in Assignor's or its custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an endorsement of the Mortgage Note from the Company, in blank, and an assignment of mortgage in recordable form from the Company, in blank. Assignee shall be entitled to all scheduled payments due on the Assigned Loans after the close of business on September 1, 2003 and all unscheduled payments or other proceeds or other recoveries on the Assigned Loans received after the close of business on September 1, 2003.

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

           This Assignment, Assumption and Recognition Agreement (the AAR Agreement) is made and entered into as of October 31, 2003 (the Closing Date), among EMC Mortgage Corporation (the Assignor), JPMorgan Chase Bank, as trustee for the holders of Bear Stearns Asset Backed Securities, Inc., Asset-Backed Certificates, Series 2003-SD3 (the Assignee) and Universal Master Servicing, as assignee of, and successor to, Wachovia Mortgage Company (as assignor), f/k/a First Union National Bank (the Company).

           Whereas, the Assignor has acquired certain mortgage loans through the termination of BSMSI Series 1993-3, Pooling and Servicing Agreement, dated as of February 1, 1993 and BSMSI Series 1992-1, Pooling and Servicing Agreement, dated as of May 1, 1992;

           Whereas, the Assignor and the Company entered into that certain Servicing Agreement, dated as of June 1, 2003 (the Servicing Agreement), pursuant to which the Company will service the Mortgage Loans.

           In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Mortgage Loans listed on Attachment 1 annexed hereto (the Assigned Loans) shall be subject to the terms of this AAR Agreement. Any capitalized term used and not otherwise defined herein shall have the meaning assigned to such term in the Servicing Agreement.

Assignment and Assumption

           1. Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right, title and interest as in, to and under (a) the Assigned Loans and (b) as they relate to the Assigned Loans, the Servicing Agreement. Notwithstanding anything to the contrary contained herein, the Assignor is not assigning to the Assignee any of its right, title and interest, to and under the Servicing Agreement with respect to any other mortgage loan other than the Assigned Loans. Except as is otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the Servicing Agreement or otherwise relating to the transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).

           Assignor acknowledges and agrees that upon execution of this Agreement, the Assignee shall become the Owner under the Servicing Agreement, and all representations, warranties and covenants by the Company to the Owner under the Servicing Agreement including, but not limited to, the rights to receive indemnification, shall accrue to Assignee by virtue of this Agreement.

Representations, Warranties and Covenants

           2. Assignor warrants and represents to, and covenants with, Assignee and Company as of the date hereof that:

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

          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-SD3, Mortgage Pass- Through Certificates, Series 2003-SD3 (the Assignee) and Bank of America, N.A. (the Company).

          Whereas, pursuant to the Mortgage Loan Sale and Servicing Agreement dated as of August 1, 2003 (the Servicing Agreement) between the Assignor and the Company, the Company has agreed to service certain residential mortgage loans (the Assigned Loans) for the Assignor as owner of the Assigned Loans.

          In consideration of the mutual promises contained herein the parties hereto agree that the Assigned Loans now serviced by the Company for Assignor and its successors and assigns pursuant to the Servicing Agreement and the Assignors right, title and interest to and under the Servicing Agreement, shall be subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Servicing Agreement.

Assignment and Assumption

           1.      The Assignor hereby grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor in the Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Servicing Agreement. Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under the representations and warranties contained in Subsection 7.01 and Subsection 7.02 of the Servicing Agreement and the Assignor is retaining the right to enforce the representations and warranties set forth in those sections against the Company. The Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under any Mortgage Loans subject to the Servicing Agreement other than those set forth on Attachment 1.

Representations, Warranties and Covenants

           2.      The Assignor warrants and represents to the Assignee and the Company as of the date hereof:

           3.      The Assignee warrants and represents to, and covenants with, the Assignor and the Company as of the date hereof:

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

          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).

           Whereas, pursuant to the Mortgage Loan Sale and Servicing Agreement dated as of August 1, 2003 (the Servicing Agreement) between the Assignor and the Company, the Company has agreed to service certain residential mortgage loans (the Assigned Loans) for the Assignor as owner of the Assigned Loans.

          In consideration of the mutual promises contained herein the parties hereto agree that the Assigned Loans now serviced by the Company for Assignor and its successors and assigns pursuant to the Servicing Agreement and the Assignors right, title and interest to and under the Servicing Agreement, shall be subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Servicing Agreement.

Assignment and Assumption

          1. The Assignor hereby grants, transfers and assigns to the Assignee all of the right, title and interest of the Assignor in the Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Servicing Agreement. Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under the representations and warranties contained in Subsection 7.01 and Subsection 7.02 of the Servicing Agreement and the Assignor is retaining the right to enforce the representations and warranties set forth in those sections against the Company. The Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under any Mortgage Loans subject to the Servicing Agreement other than those set forth on Attachment 1.

Representations, Warranties and Covenants

          2. The Assignor warrants and represents to the Assignee and the Company as of the date hereof:

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

          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).

          Whereas, the Assignor purchased certain mortgage loans listed on Exhibit A attached hereto (the Mortgage Loans) from the Sellers pursuant to that certain Mortgage Loan Purchase and Sale Agreement (the Mortgage Loan Purchase Agreement), dated as of June 1, 2003, by and among the Company, WFSB, WMB and the Assignor and that certain Term Sheet dated as of June 27, 2003 by and among the Company, WMB, WFSB and the Assignor;

          Whereas, the Assignor and the Company entered into that certain Servicing Agreement, dated as of June 1, 2003, (the Servicing Agreement), pursuant to which the Company agreed to service the Mortgage Loans;

          Whereas, the Assignee intends to enter into a Pooling and Servicing Agreement, dated as of October 1, 2003 (the Pooling and Servicing Agreement), among the Assignor, the Depositor, the Assignee and Wells Fargo Bank, National Association, as master servicer and securities administrator (the Master Servicer), in connection with a Pass-Through Transfer of the Mortgage Loans (the Mortgage Loan Pass-Through Transfer) and other mortgage loans specified therein. Pursuant to the Pooling and Servicing Agreement, the Assignor is assigning the Mortgage Loans and its rights under the Servicing Agreement to the Depositor, which is assigning such Mortgage Loans and rights to the Assignee, and the Master Servicer will master service the Mortgage Loans in accordance with the terms thereof;

          Whereas, in connection with the Mortgage Loan Pass-Through Transfer, Bear Stearns Asset Backed Securities Trust 2003-SD2 (the Trust) intends to issue Certificates which are to be offered pursuant to a prospectus supplement (the Prospectus Supplement) dated October 29, 2003 to a Base Prospectus dated September 25, 2003, as previously supplemented by a Prospectus Supplement (the Previous Prospectus Supplement) dated September 26, 2003 (the Base Prospectus and together with the Prospectus Supplement and the Previous Prospectus Supplement, the Prospectus); and

          Whereas, the Depositor has directed the Assignor to assign the Mortgage Loans and its rights under the Servicing Agreement to the Assignee on its behalf.

          In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Mortgage Loans now serviced by the Company for the Assignor and its successors and assigns pursuant to the Servicing Agreement shall be subject to the terms of this Assignment and Assumption Agreement. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Servicing Agreement.

Assignment and Assumption

           1. Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right, title and interest in, to and under (a) the Mortgage Loans, (b) the Mortgage Loan Purchase Agreement with respect to the Mortgage Loans and (c) the Servicing Agreement with respect to the Mortgage Loans; provided, however, that the Assignor is not assigning to the Assignee any of its right, title and interest, to and under the Mortgage Loan Purchase Agreement or the Servicing Agreement with respect to any mortgage loan other than the Mortgage Loans listed on Exhibit A. Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under the representations and warranties contained in Section 3.1 and 3.2 of the Mortgage Loan Purchase Agreement and the Assignor is retaining the right to enforce the representations and warranties set forth in those sections against the Sellers. Except as is otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the Servicing Agreement or otherwise relating to the transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).

          Assignor acknowledges and agrees that upon execution of this Agreement, the Assignee shall become the Owner under the Servicing Agreement with respect to the Mortgage Loans, and all representations, warranties and covenants by the Company to the Owner under the Servicing Agreement with respect to the Mortgage Loans including, but not limited to, the rights to receive indemnification, shall accrue to Assignee by virtue of this Agreement on and after the date of this Assignment and Assumption Agreement.

Representations Warranties and Covenants

           2. The Assignor warrants and represents to, and covenants with, the Assignee, the Company, WMB, WFSB and the Depositor that as of the date hereof:

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

           THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "Assignment and Assumption Agreement"), dated as of August 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-SD1, Asset-Backed Certificates, Series 2003-SD1 (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").

           Whereas, the Assignor purchased certain mortgage loans listed on Exhibit A attached hereto (the "Mortgage Loans") from the Sellers pursuant to that certain Mortgage Loan Purchase and Sale Agreement (the "Mortgage Loan Purchase Agreement"), dated as of June 1, 2003, by and among the Company, WFSB, WMB and the Assignor and that certain Term Sheet dated as of June 27, 2003 by and among the Company, WMB, WFSB and the Assignor;

           Whereas, the Assignor and the Company entered into that certain Servicing Agreement, dated as of June 1, 2003, (the "Servicing Agreement"), pursuant to which the Company agreed to service the Mortgage Loans;

           Whereas, the Assignee intends to enter into a Pooling and Servicing Agreement, dated as of August 1, 2003 (the "Pooling and Servicing Agreement"), among the Assignor, the "Depositor, the Assignee and Wells Fargo Bank, National Association, as master servicer and securities administrator (the "Master Servicer"), in connection with a Pass-Through Transfer of the Mortgage Loans (the "Mortgage Loan Pass-Through Transfer") and other mortgage loans specified therein. Pursuant to the Pooling and Servicing Agreement, the Assignor is assigning the Mortgage Loans and its rights under the Servicing Agreement to the Depositor, which is assigning such Mortgage Loans and rights to the Assignee, and the Master Servicer will master service the Mortgage Loans in accordance with the terms thereof;

           Whereas, in connection with the Mortgage Loan Pass-Through Transfer, Bear Stearns Asset Backed Securities Trust 2003-SD1 (the "Trust") intends to issue Certificates which are to be offered pursuant to a prospectus supplement (the "Prospectus Supplement") dated August 26, 2003 to a Base Prospectus dated June 24, 2003 (the "Base Prospectus" and together with the Prospectus Supplement, the "Prospectus"); and

           Whereas, the Depositor has directed the Assignor to assign the Mortgage Loans and its rights under the Servicing Agreement to the Assignee on its behalf.

           In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Mortgage Loans now serviced by the Company for the Assignor and its successors and assigns pursuant to the Servicing Agreement shall be subject to the terms of this Assignment and Assumption Agreement. Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Servicing Agreement.

Assignment and Assumption

           1.  Except as expressly provided for herein, the Assignor hereby grants, transfers and assigns to the Assignee all of its right, title and interest in, to and under (a) the Mortgage Loans, (b) the Mortgage Loan Purchase Agreement with respect to the Mortgage Loans and (c) the Servicing Agreement with respect to the Mortgage Loans; provided, however, that the Assignor is not assigning to the Assignee any of its right, title and interest, to and under the Mortgage Loan Purchase Agreement or the Servicing Agreement with respect to any mortgage loan other than the Mortgage Loans listed on Exhibit A. Notwithstanding anything to the contrary contained herein, the Assignor specifically reserves and does not assign to the Assignee any right, title and interest in, to or under the representations and warranties contained in Section 3.1 and 3.2 of the Mortgage Loan Purchase Agreement and the Assignor is retaining the right to enforce the representations and warranties set forth in those sections against the Sellers. Except as is otherwise expressly provided herein, the Assignor makes no representations, warranties or covenants to the Assignee and the Assignee acknowledges that the Assignor has no obligations to the Assignee under the terms of the Servicing Agreement or otherwise relating to the transaction contemplated herein (including, but not limited to, any obligation to indemnify the Assignee).

           Assignor acknowledges and agrees that upon execution of this Agreement, the Assignee shall become the "Owner" under the Servicing Agreement with respect to the Mortgage Loans, and all representations, warranties and covenants by the "Company" to the "Owner" under the Servicing Agreement with respect to the Mortgage Loans including, but not limited to, the rights to receive indemnification, shall accrue to Assignee by virtue of this Agreement on and after the date of this Assignment and Assumption Agreement.

Representations Warranties and Covenants

           2.  The Assignor warrants and represents to, and covenants with, the Assignee, the Company, WMB, WFSB and the Depositor that as of the date hereof:

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this Assignment), dated as of August 1, 2003, is entered into by and among THORNBURG MORTGAGE SECURITIES TRUST 2003-4 (the Assignee), THORNBURG MORTGAGE HOME LOANS, INC., a Delaware corporation (the Assignor), BISHOPS GATE RESIDENTIAL MORTGAGE TRUST (formerly known as Cendant Residential Mortgage Trust, and together with, CENDANT MORTGAGE CORPORATION, the Sellers and individually, each a Seller), and CENDANT MORTGAGE CORPORATION, as servicer (the Servicer), and acknowledged by WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as master servicer, or any successor acting in the capacity of master servicer (the Master Servicer) and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee (the Indenture Trustee).

RECITALS

WHEREAS, the Assignor, the Sellers and the Servicer have entered into a certain Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of December 23, 2002 (the Purchase Agreement), pursuant to which the Assignor has acquired certain Mortgage Loans from the Sellers pursuant to the terms of the Purchase Agreement and Servicer has agreed to service such Mortgage Loans; and

WHEREAS, the Assignor has purchased under the Purchase Agreement certain Mortgage Loans secured by collateral in addition to the real property securing such Mortgage Loans (the Additional Collateral Mortgage Loans); and

WHEREAS, the Assignor, the Sellers and Servicer have entered into a certain Additional Collateral Assignment and Servicing Agreement, dated as of December 23, 2002 (the Additional Collateral Agreement), pursuant to which the Servicer has agreed to administer and monitor the Additional Collateral Servicers (as such term is defined in Section 1 of the Additional Collateral Agreement) obligations to administer and service the Additional Collateral Mortgage Loans; and

WHEREAS, the Assignee has agreed, on the terms and conditions contained herein, to purchase from the Assignor the Mortgage Loans and the Additional Collateral Mortgage Loans (collectively, the Specified Mortgage Loans) which are subject to the provisions of the Purchase Agreement and/or the Additional Collateral Agreement and are listed on the mortgage loan schedule attached as Schedule I hereto (the Specified Mortgage Loan Schedule);

WHEREAS, the Assignor desires that the Servicer continue to service the Specified Mortgage Loans, and the Servicer has agreed to do so, subject to the conditions set forth herein;

WHEREAS, the Master Servicer shall be obligated, among other things, to supervise the servicing of the Specified Mortgage Loans on behalf of the Indenture Trustee, and shall have the right, under certain circumstances, to terminate the rights and obligations of the Servicer upon the occurrence and continuance of an Event of Default, as provided in Section 10.01 of the Purchase Agreement, by the Servicer under this Assignment;

WHEREAS, the Assignor and the Servicer desire that the provisions of the Purchase Agreement and the Additional Collateral Agreement shall apply to the Specified Mortgage Loans, but only to the extent provided herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:

1.

Assignment and Assumption.

a.

On and of the date hereof, the Assignor hereby sells, assigns and transfers to the Assignee all of its right, title and interest in the Specified Mortgage Loans and all rights related thereto as provided under the Purchase Agreement and the Additional Collateral Agreement to the extent relating to the Specified Mortgage Loans, the Assignee hereby accepts such assignment from the Assignor, and the Seller hereby acknowledges such assignment and assumption.

b.

On and as of the date hereof, the Assignor represents and warrants to the Assignee that the Assignor has not taken any action that would serve to impair or encumber the Assignees ownership interests in the Specified Mortgage Loans since the date of the Assignors acquisition of the Specified Mortgage Loans.

2.

Recognition of Assignee.  From and after the date hereof, both the Assignor and the Seller shall note the transfer of the Specified Mortgage Loans to the Assignee in their respective books and records and shall recognize the Assignee as the owner of the Specified Mortgage Loans, and the Servicer shall service the Specified Mortgage Loans for the benefit of the Assignee pursuant to the Purchase Agreement and Additional Collateral Agreement, the terms of which are incorporated herein by reference.  It is the intention of the Seller, the Servicer, the Assignee and the Assignor that this Assignment shall be binding upon and inure to the benefit of the Assignee and the Assignor and their successors and assigns.

3.

Representations and Warranties.

a.

The Assignee represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Seller or the Assignor other than those contained in the Purchase Agreement, the Additional Collateral Agreement or this Assignment.

b.

Each of the parties hereto represents and warrants that it is duly and legally authorized to enter into this Assignment.

c.

Each of the parties hereto represents and warrants that this Assignment has been duly authorized, executed and delivered by it and (assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors rights generally and by general equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

4.

Continuing Effect.  Except as contemplated herein and in Exhibits A and B attached hereto, the Purchase Agreement and the Additional Collateral Agreement, respectively, shall remain in full force and effect in accordance with their terms.  The Servicer agrees, with respect to the Specified Mortgage Loans, to perform and observe the duties, responsibilities and obligations that are to be performed and observed under the provisions of the Purchase Agreement and the Additional Collateral Agreement, except as otherwise provided herein and on Exhibits A and B, respectively, and that the provisions of the Purchase Agreement and the Additional Collateral Agreement, as so modified, are and shall be a part of this Assignment to the same extent as if set forth herein in full.

5.

Master Servicing; Termination of Servicer.  The Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Assignment.  The Master Servicer, acting on behalf of the Assignee, the owner of the Mortgage Loans, shall have the same rights as the Purchaser under the Purchase Agreement to enforce the obligations of the Servicer under the Purchase Agreement and the term Purchaser as used in the Purchase Agreement in connection with any rights of the Purchaser shall refer to the Master Servicer, acting on behalf of the Assignee, except as otherwise specified in Exhibits A and B, hereto, and provided that any reference in the Purchase Agreement to the Purchasers expense (or words to like effect) shall be deemed to be expenses of the Assignee and, if it relates to reimbursement of expenses incurred by the Servicer shall be recoverable by the Servicer from the Collection Account.  The Master Servicer shall be entitled to terminate the rights and obligations of the Servicer under this Assignment upon an Event of Default, as provided in Section 10.01 of the Purchase Agreement.  Notwithstanding anything herein to the contrary, in no event shall the Master Servicer assume any of the obligations of the Purchaser under the Purchase Agreement or the Additional Collateral Agreement.  The Indenture Trustee, acting on behalf of the Assignee, the owner of the Mortgage Loans, shall have the same rights as the Purchaser under the Additional Collateral Agreement to enforce the obligations of the Servicer under the Additional Collateral Agreement and the term Purchaser as used in the Additional Collateral Agreement in connection with any rights of the Purchaser shall refer to the Indenture Trustee, acting on behalf of the Assignee.

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

          This is an Assignment, Assumption and Recognition Agreement (this AAR Agreement) made as of June 30, 2003, among EMC Mortgage Corporation (the Assignor), JPMorgan Chase Bank, as trustee (in such capacity, the Trustee) for the holders of the Certificates referred to below (the Assignee), and Irwin Union Bank and Trust Company (the Company).

          The Assignor is entering into a Pooling and Servicing Agreement, dated as of June 1, 2003 (the Pooling and Servicing Agreement), with Bear Stearns Asset Backed Securities, Inc., as depositor (the Depositor), EMC, as Servicer, Wells Fargo Bank Minnesota, National Association, as master servicer (in such capacity, the Master Servicer) and securities administrator, and the Trustee. The Pooling and Servicing Agreement will provide for the creation of Bear Stearns Asset-Backed Securities Trust 2003-2 (the Trust), which will issue Asset-Backed Certificates, Series 2003-2 (the Certificates). In connection with the issuance of the Certificates, the Assignor will sell to the Depositor and the Depositor will assign to the Trust, its interest in the residential mortgage loans (the Assigned Loans) listed on Attachment 1 annexed hereto. A copy of the Pooling and Servicing Agreement is attached as Attachment 3 hereto.

          The Assigned Loans are being serviced by the Company for Assignor and its successors and assigns pursuant to the Amended and Restated Purchase, Warranties and Servicing Agreement, dated as of January 1, 2003, between Assignor and Company and (i) the Term Sheet, dated March 27, 2003, between Assignor and the Company, (ii) the Term Sheet, dated April 29, 2003, between Assignor and the Company and (iii) the Term Sheet, dated May 29, 2003, between the Assignor and the Company (collectively, the Purchase Agreement).

          The Assignor agrees that, following transfer thereof to the Trustee, the Assigned Loans shall be subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.

Purchase, Assignment and Assumption

          1. Assignor hereby grants, transfers and assigns to Assignee all of the right, title and interest of Assignor in the Assigned Loans and, as they relate to the Assigned Loans, all of its right, title and interest in, to and under the Purchase Agreement, provided, however, that the Assignor does not grant, transfer or assign to the Assignee the representations and warranties contained in Section 3.02 of the Purchase Agreement or the related remedies for breach thereof contained in Section 3.03 and any right of indemnification with respect to Section 8.01 thereof.

          2. Simultaneously with the execution hereof, the Assignor, at its expense, shall have caused to be delivered to Assignee or its designee the Mortgage File for each Assigned Loan and any additional documents required to be delivered pursuant to the related Term Sheet with respect to such Assigned Loan in Assignor's or its custodian's possession, as set forth in the Purchase Agreement, along with, for each Assigned Loan, an endorsement of the Mortgage Note from the Company, in blank, and an assignment of mortgage in recordable form from the Company, in blank. Assignee shall be entitled to all scheduled payments due on the Assigned Loans after the close of business on June 1, 2003 and all unscheduled payments or other proceeds or other recoveries on the Assigned Loans received after the close of business on June 1, 2003.

Representations and Warranties

          3. Assignor warrants and represents to Assignee and Company as of the date hereof:

          (a) Attached hereto as Attachment 2 is a true and accurate copy of the Purchase Agreement (including the Term Sheets relating to the Assigned Loans), which agreement is in full force and effect as of the date hereof and the provisions of which have not been waived, amended or modified in any respect, nor has any notice of termination been given thereunder;

          (b) Assignor is the lawful owner of the Assigned Loans with full right to transfer the Assigned Loans and any and all of its interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans other than the servicing rights, prepayment charges and other servicing fees not otherwise due Purchaser under the Purchase Agreement, free and clear from any and all claims and encumbrances; and upon the transfer of the Assigned Loans to Assignee as contemplated herein, Assignee shall have good title to each and every Assigned Loan, as well as any and all of Assignee's interests, rights and obligations under the Purchase Agreement as they relate to the Assigned Loans, free and clear of any and all liens, claims and encumbrances;

          (c) There are no offsets, counterclaims or other defenses available to Company with respect to the Assigned Loans or the Purchase Agreement;

          (d) Assignor has no knowledge of, and has not received notice of, any waivers under, or any modification of, any Assigned Loan;

          (e) Assignor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, and has all requisite power and authority to acquire, own and sell the Assigned Loans;

          (f) Assignor has full corporate power and authority to execute, deliver and perform its obligations under this AAR Agreement, and to consummate the transactions set forth herein. The consummation of the transactions contemplated by this AAR Agreement is in the ordinary course of Assignor's business and will not conflict with, or result in a breach of, any of the terms, conditions or provisions of Assignor's charter or by-laws or any legal restriction, or any material agreement or instrument to which Assignor is now a party or by which it is bound, or result in the violation of any law, rule, regulation, order, judgment or decree to which Assignor or its property is subject. The execution, delivery and performance by Assignor of this AAR Agreement and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Assignor. This AAR Agreement has been duly executed and delivered by Assignor and, upon the due authorization, execution and delivery by Assignee and Company, will constitute the valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms except as enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and by general principles of equity regardless of whether enforceability is considered in a proceeding in equity or at law;

          (g) No consent, approval, order or authorization of, or declaration, filing or registration with, any governmental entity is required to be obtained or made by Assignor in connection with the execution, delivery or performance by Assignor of this AAR Agreement, or the consummation by it of the transactions contemplated hereby; and

          (h) Neither Assignor nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of the Assigned Loans or any interest in the Assigned Loans, or solicited any offer to buy or accept a transfer, pledge or other disposition of the Assigned Loans, or any interest in the Assigned Loans or otherwise approached or negotiated with respect to the Assigned Loans, or any interest in the Assigned Loans with any Person in any manner, or made any general solicitation by means of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Assigned Loans under the Securities Act of 1933, as amended (the "1933 Act") or which would render the disposition of the Assigned Loans a violation of Section 5 of the 1933 Act or require registration pursuant thereto.

          4. Assignee warrants and represents to, and covenants with, Assignor and Company as of the date hereof:

          (a) Assignee is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to hold the Assigned Loans on behalf of the holders of the Certificates;

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

           THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this Assignment), dated as of March 1, 2003, is entered into by and among THORNBURG MORTGAGE SECURITIES TRUST 2003-2 (the Assignee), THORNBURG MORTGAGE HOME LOANS, INC., a Delaware corporation (the Assignor), BISHOPS GATE RESIDENTIAL MORTGAGE TRUST (formerly known as Cendant Residential Mortgage Trust, and together with, CENDANT MORTGAGE CORPORATION, the Sellers and individually, each a Seller), and CENDANT MORTGAGE CORPORATION, as servicer (the Servicer), and acknowledged by WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as master servicer, or any successor acting in the capacity of master servicer (the Master Servicer) and DEUTSCHE BANK NATIONAL TRUST COMPANY, as Trustee (the Trustee).

RECITALS

           WHEREAS, the Assignor, the Sellers and Servicer have entered into a certain Mortgage Loan Flow Purchase, Sale & Servicing Agreement, dated as of December 23, 2002 (the Purchase Agreement), pursuant to which the Assignor has acquired certain Mortgage Loans from the Sellers pursuant to the terms of the Purchase Agreement and Servicer has agreed to service such Mortgage Loans; and

           WHEREAS, the Assignor has purchased under the Purchase Agreement certain Mortgage Loans secured by collateral in addition to the real property securing such Mortgage Loans (the Additional Collateral Mortgage Loans); and

           WHEREAS, the Assignor, the Sellers and Servicer have entered into a certain Additional Collateral Assignment and Servicing Agreement, dated as of December 23, 2002 (the Additional Collateral Agreement), pursuant to which the Servicer has agreed to administer and monitor the Additional Collateral Servicers (as such term is defined in Section 1 of the Additional Collateral Agreement) obligations to administer and service the Additional Collateral Mortgage Loans; and

           WHEREAS, the Assignee has agreed, on the terms and conditions contained herein, to purchase from the Assignor the Mortgage Loans and the Additional Collateral Mortgage Loans (collectively, the Specified Mortgage Loans) which are subject to the provisions of the Purchase Agreement and/or the Additional Collateral Agreement and are listed on the mortgage loan schedule attached as Schedule I hereto (the Specified Mortgage Loan Schedule);

           WHEREAS, the Assignor desires that the Servicer continue to service the Specified Mortgage Loans, and the Servicer has agreed to do so, subject to the conditions set forth herein;

           WHEREAS, the Master Servicer shall be obligated, among other things, to supervise the servicing of the Specified Mortgage Loans on behalf of the Trustee, and shall have the right, under certain circumstances, to terminate the rights and obligations of the Servicer upon the occurrence and continuance of an Event of Default, as provided in Section 10.01 of the Purchase Agreement, by the Servicer under this Assignment;

           WHEREAS, the Assignor and the Servicer desire that the provisions of the Purchase Agreement and the Additional Collateral Agreement shall apply to the Specified Mortgage Loans, but only to the extent provided herein.

           NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:

          1. Assignment and Assumption.

                      a. On and of the date hereof, the Assignor hereby sells, assigns and transfers to the Assignee all of its right, title and interest in the Specified Mortgage Loans and all rights related thereto as provided under the Purchase Agreement and the Additional Collateral Agreement to the extent relating to the Specified Mortgage Loans, the Assignee hereby accepts such assignment from the Assignor, and the Seller hereby acknowledges such assignment and assumption.

                      b. On and as of the date hereof, the Assignor represents and warrants to the Assignee that the Assignor has not taken any action that would serve to impair or encumber the Assignee's ownership interests in the Specified Mortgage Loans since the date of the Assignor's acquisition of the Specified Mortgage Loans.

           2. Recognition of Assignee. From and after the date hereof, both the Assignor and the Seller shall note the transfer of the Specified Mortgage Loans to the Assignee in their respective books and records and shall recognize the Assignee as the owner of the Specified Mortgage Loans, and Servicer shall service the Specified Mortgage Loans for the benefit of the Assignee pursuant to the Purchase Agreement and Additional Collateral Agreement, the terms of which are incorporated herein by reference. It is the intention of the Seller, the Servicer, the Assignee and the Assignor that this Assignment shall be binding upon and inure to the benefit of the Assignee and the Assignor and their successors and assigns.

           3. Representations and Warranties.

                      a. The Assignee represents and warrants that it is a sophisticated investor able to evaluate the risks and merits of the transactions contemplated hereby, and that it has not relied in connection therewith upon any statements or representations of the Seller or the Assignor other than those contained in the Purchase Agreement, the Additional Collateral Agreement or this Assignment.

                      b. Each of the parties hereto represents and warrants that it is duly and legally authorized to enter into this Assignment.

                      c. Each of the parties hereto represents and warrants that this Assignment has been duly authorized, executed and delivered by it and (assuming due authorization, execution and delivery thereof by each of the other parties hereto) constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

           4. Continuing Effect. Except as contemplated herein and in Exhibits A and B attached hereto, the Purchase Agreement and the Additional Collateral Agreement, respectively, shall remain in full force and effect in accordance with their terms. The Servicer agrees, with respect to the Specified Mortgage Loans, to perform and observe the duties, responsibilities and obligations that are to be performed and observed under the provisions of the Purchase Agreement and the Additional Collateral Agreement, except as otherwise provided herein and on Exhibits A and B, respectively, and that the provisions of the Purchase Agreement and the Additional Collateral Agreement, as so modified, are and shall be a part of this Assignment to the same extent as if set forth herein in full.

           5. Master Servicing; Termination of Servicer. The Servicer, including any successor servicer hereunder, shall be subject to the supervision of the Master Servicer, which Master Servicer shall be obligated to ensure that the Servicer services the Mortgage Loans in accordance with the provisions of this Assignment. The Master Servicer, acting on behalf of the Assignee, the owner of the Mortgage Loans, shall have the same rights as the Purchaser under the Purchase Agreement to enforce the obligations of the Servicer under the Purchase Agreement and the term "Purchaser" as used in the Purchase Agreement in connection with any rights of the Purchaser shall refer to the Master Servicer, acting on behalf of the Assignee, except as otherwise specified in Exhibits A and B, hereto, and provided that any reference in the Purchase Agreement to "the Purchaser's expense" (or words to like effect) shall be deemed to be expenses of the Assignee and, if it relates to reimbursement of expenses incurred by the Servicer shall be recoverable by the Servicer from the Collection Account. The Master Servicer shall be entitled to terminate the rights and obligations of the Servicer under this Assignment upon an Event of Default, as provided in Section 10.01 of the Purchase Agreement. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer assume any of the obligations of the Purchaser under the Purchase Agreement or the Additional Collateral Agreement. The Trustee, acting on behalf of the Assignee, the owner of the Mortgage Loans, shall have the same rights as the Purchaser under the Additional Collateral Agreement to enforce the obligations of the Servicer under the Additional Collateral Agreement and the term "Purchaser" as used in the Additional Collateral Agreement in connection with any rights of the Purchaser shall refer to the Trustee, acting on behalf of the Assignee.

           6. Representations. The Servicer shall not be obligated or required to make any further representations and warranties regarding the characteristics of the Specified Mortgage Loans. Notwithstanding anything to the contrary, the representations set forth in Section 3.03 of the Purchase Agreement and Section 2 of the Additional Collateral Agreement shall remain in full force and effect as of the date of the Purchase Agreement and the Additional Collateral Agreement, respectively. Further, the representations made in Section 3.01 of the Purchase Agreement shall be deemed to be made as of the date of this Assignment.

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

           THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (the "Assignment and Assumption Agreement"), dated as of August 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-SD1, Asset-Backed Certificates, Series 2003-SD1 (the "Certificates"), Bear Stearns Asset Backed Securities, Inc. (the "Depositor"), Washington Mutual Bank, FA (the "Company" or  . . .

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

          This is an Assignment, Assumption and Recognition Agreement (this �AAR Agreement�) made as of June 30, 2003, among EMC Mortgage Corporation (the �Assignor�), JPMorgan Chase Bank, as trustee (in such capacity, the �Trustee�) for the holders of the Certificates referred to below (the �Assignee�), and Irwin Union Bank and Trust Company (the �Company�).

          The Assignor is entering into a Pooling and Servicing Agreement, dated as of  . . .

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

          This is an Assignment, Assumption and Recognition Agreement (this �AAR Agreement�) made as of February 28, 2003, among EMC Mortgage Corporation (the �Assignor�), JPMorgan Chase Bank, as trustee (in such capacity, the �Trustee�) for the holders of the Certificates referred to below (the �Assignee�), and Irwin Union Bank and Trust Company (the �Company�).

          The Assignor is entering into a Pooling and Servicing Agreement, dated  . . .

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

           THIS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT (this �Assignment�), dated as of March 1, 2003, is entered into by and among THORNBURG MORTGAGE SECURITIES TRUST 2003-2 (the �Assignee�), THORNBURG MORTGAGE HOME LOANS, INC., a Delaware corporation (the �Assignor�), BISHOP�S GATE RESIDENTIAL MORTGAGE TRUST (formerly known as Cendant Residential Mortgage Trust, and together with, CENDANT MORTGAGE CORPORATION, the �Sellers� and individually, each a �Seller�), and CENDANT MORTGAGE  . . .

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

          This is an Assignment, Assumption and Recognition Agreement (this "AAR Agreement") made as of September 30, 2003, among EMC Mortgage Corporation (the "Assignor"), JPMorgan Chase Bank, as trustee (in such capacity, the "Trustee") for the holders of the Certificates referred to below (the "Assignee"), and Irwin Union Bank and Trust Company (the "Company").

          The Assignor is entering into a Pooling and Servicing Agreement, dated  . . .

ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT

          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  . . .