<PAGE>

                                                                   EXHIBIT 10.1




                                                                     Execution



===============================================================================



                           AURORA LOAN SERVICES INC.,

                                  as Servicer



          LEHMAN CAPITAL, A DIVISION OF LEHMAN BROTHERS HOLDINGS INC.,

                                   as Seller


                                      and


                           AURORA LOAN SERVICES INC.,

                               as Master Servicer


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


                    Structured Asset Securities Corporation
              Mortgage Pass-Through Certificates, Series 2001-10A


                              SERVICING AGREEMENT

                            Dated as of June 1, 2001


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



===============================================================================
<PAGE>

                               Table of Contents

<TABLE>
<CAPTION>
                                                                               Page
                                                                               ----
<S>            <C>                                                             <C>
                                   ARTICLE I.
                                  DEFINITIONS


                                  ARTICLE II.
                       SELLER'S ENGAGEMENT OF SERVICER TO
                       PERFORM SERVICING RESPONSIBILITIES

Section 2.01   Contract for Servicing; Possession of Servicing Files............ 12
Section 2.02   Books and Records................................................ 13

                                  ARTICLE III.
                        SERVICING OF THE MORTGAGE LOANS

Section 3.01   Servicer to Service.............................................. 13
Section 3.02   Collection of Mortgage Loan Payments............................. 15
Section 3.03   Establishment of and Deposits to Custodial Account............... 16
Section 3.04   Permitted Withdrawals From Custodial Account..................... 17
Section 3.05   Establishment of and Deposits to Escrow Account.................. 18
Section 3.06   Permitted Withdrawals From Escrow Account........................ 18
Section 3.07   Maintenance of PMI Policy and/or LPMI Policy; Claims............. 19
Section 3.08   Fidelity Bond and Errors and Omissions Insurance................. 20
Section 3.09   Notification of Adjustments...................................... 20
Section 3.10   Completion and Recordation of Assignments of Mortgage and FHA
               and VA Change Notices............................................ 21
Section 3.11   Protection of Accounts........................................... 21
Section 3.12   Title, Management and Disposition of REO Property................ 22
Section 3.13   Real Estate Owned Reports........................................ 24
Section 3.14   MERS............................................................. 24
Section 3.15   [Reserved.]...................................................... 24

                                  ARTICLE IV.
                          PAYMENTS TO MASTER SERVICER

Section 4.01   Remittances...................................................... 24
Section 4.02   Statements to Master Servicer.................................... 25
Section 4.03   Monthly Advances by Servicer..................................... 26

                                   ARTICLE V.
                          GENERAL SERVICING PROCEDURES

Section 5.01   Servicing Compensation........................................... 26
Section 5.02   Annual Audit Report.............................................. 27
Section 5.03   Annual Officer's Certificate..................................... 27
Section 5.04   Transfers of Mortgaged Property.................................. 27
</TABLE>

                                      ii
<PAGE>

<TABLE>
<S>            <C>                                                             <C>
                                  ARTICLE VI.
                   REPRESENTATIONS, WARRANTIES AND AGREEMENTS

Section 6.01   Representations, Warranties and Agreements of the Servicer....... 28
Section 6.02   Remedies for Breach of Representations and Warranties of the
               Servicer......................................................... 30
Section 6.03   Additional Indemnification by the Servicer; Third Party Claims... 31

                                  ARTICLE VII.
                                  THE SERVICER

Section 7.01   Merger or Consolidation of the Servicer.......................... 31
Section 7.02   Limitation on Liability of the Servicer and Others............... 32
Section 7.03   Limitation on Resignation and Assignment by the Servicer......... 32

                                 ARTICLE VIII.
                                  TERMINATION

Section 8.01   Termination for Cause............................................ 33
Section 8.02   Termination Without Cause........................................ 34

                                  ARTICLE IX.
                            MISCELLANEOUS PROVISIONS

Section 9.01   Successor to the Servicer........................................ 35
Section 9.02   Costs............................................................ 37
Section 9.03   Notices.......................................................... 37
Section 9.04   Severability Clause.............................................. 38
Section 9.05   No Personal Solicitation......................................... 38
Section 9.06   Counterparts..................................................... 39
Section 9.07   Place of Delivery and Governing Law.............................. 39
Section 9.08   Further Agreements............................................... 39
Section 9.09   Intention of the Parties......................................... 39
Section 9.10   Successors and Assigns; Assignment of Servicing Agreement........ 39
Section 9.11   Assignment by Lehman Capital..................................... 40
Section 9.12   [Reserved.]...................................................... 40
Section 9.13   Waivers.......................................................... 40
Section 9.14   Exhibits......................................................... 40
Section 9.15   General Interpretive Principles.................................. 40
Section 9.16   Reproduction of Documents........................................ 41

                              EXHIBITS & SCHEDULES

EXHIBIT A      Mortgage Loan Schedule
EXHIBIT B      Custodial Account Letter Agreement
EXHIBIT C      Escrow Account Letter Agreement

SCHEDULE 1     Servicer Recordation Fees
</TABLE>
                                      iii
<PAGE>

                              SERVICING AGREEMENT

         THIS SERVICING AGREEMENT (this "Agreement"), entered into as of the
1st day of June, 2001, by and between LEHMAN CAPITAL, A DIVISION OF LEHMAN
BROTHERS HOLDINGS INC., a Delaware corporation (the "Seller" or "Lehman
Capital"), AURORA LOAN SERVICES INC., a Delaware corporation ("the Servicer"),
and AURORA LOAN SERVICES INC., as Master Servicer under the Trust Agreement (as
defined herein) recites and provides as follows:

                                    RECITALS

         WHEREAS, the Servicer and Lehman Brothers Bank, FSB are parties to a
Flow Servicing Agreement, dated as of August 31, 1999 (the "Bank Flow Servicing
Agreement"), pursuant to which the Servicer services certain residential
adjustable rate mortgage loans identified on Schedule 1 to Exhibit A hereto
(the "Bank Mortgage Loans").

         WHEREAS, pursuant to a Bill of Sale, dated as of June 29, 2001, Lehman
Brothers Bank, FSB has transferred all of its rights, title and interest in the
Mortgage Loans and the Bank Flow Servicing Agreement and delegated all of its
obligations under the Bank Flow Servicing Agreement to the Seller and the
Seller has accepted such assignment and delegation.

         WHEREAS, the Servicer and the Seller are parties to a Flow Servicing
Agreement, dated as of February 15, 2001 (the "Aurora Flow Servicing
Agreement"), pursuant to which the Servicer services certain residential
adjustable rate mortgage loans identified on Schedule 2 to Exhibit A hereto
(the "Aurora Mortgage Loans," and together with the Bank Mortgage Loans, the
"Mortgage Loans").

         WHEREAS, the Seller has conveyed the Mortgage Loans on a
servicing-retained basis to Structured Asset Securities Corporation (the
"Depositor"), which in turn has conveyed the Mortgage Loans to The Chase
Manhattan Bank, as trustee (the "Trustee") under a trust agreement dated as of
June 1, 2001 (the "Trust Agreement"), among the Trustee, Aurora Loan Services
Inc., as master servicer (together with any successor Master Servicer appointed
pursuant to the provisions of the Trust Agreement, the "Master Servicer") and
the Depositor.

         WHEREAS, from time to time additional mortgage loans conveyed under
the Trust Agreement and serviced by other servicers will be transferred to the
Servicer for servicing under this Agreement and Exhibit A hereto will be
amended to include such mortgage loans which will then be "Mortgage Loans"
under this Agreement.

         WHEREAS, Lehman Capital desires that the Servicer service the Mortgage
Loans pursuant to this Agreement, and the Servicer has agreed to do so, subject
to the right of the Seller and of the Master Servicer to terminate the rights
and obligations of the Servicer hereunder at any time and to the other
conditions set forth herein.
<PAGE>

         WHEREAS, Lehman Capital and the Servicer agree that the provisions of
the Bank Flow Servicing Agreement and the Aurora Flow Servicing Agreement shall
not apply to the Mortgage Loans for so long as such Mortgage Loans remain
subject to the provisions of the Trust Agreement;

         WHEREAS, the Master Servicer shall be obligated under the Trust
Agreement, among other things, to supervise the servicing of the Mortgage Loans
on behalf of the Trustee, and shall have the right, under certain
circumstances, to terminate the rights and obligations of the Servicer under
this Servicing Agreement.

         WHEREAS, Lehman Capital and the Servicer acknowledge and agree that
Lehman Capital will assign all of its rights and delegate all of its
obligations hereunder (excluding Lehman Capital's rights and obligations as
owner of the servicing rights relating to the Mortgage Loans) to the Trustee,
and that each reference herein to either Lehman Capital or the Seller is
intended, unless otherwise specified, to mean the Seller or the Trustee, as
assignee, whichever is the owner of the Mortgage Loans from time to time.

         NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth and for other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Seller and the Servicer hereby
agree as follows:

                                   ARTICLE I.

                                  DEFINITIONS

         The following terms are defined as follows (except as otherwise agreed
in writing by the parties):

         Accepted Servicing Practices: With respect to any Mortgage Loan, those
mortgage servicing practices of prudent mortgage lending institutions that
service mortgage loans of the same type as such Mortgage Loans in the
jurisdiction where the related Mortgaged Property is located.

         Act:  The National Housing Act, as amended from time to time.

         Adjustable Rate Mortgage Loan: A Mortgage Loan serviced pursuant to
this Agreement under which the Mortgage Interest Rate is adjusted from time to
time in accordance with the terms and provisions of the Mortgage Note.

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

         Ancillary Income: All income derived from the Mortgage Loans, other
than Servicing Fees, including but not limited to late charges, fees received
with respect to checks or bank drafts returned by the related bank for
non-sufficient funds, Prepayment Penalty Amounts, assumption fees, optional
insurance administrative fees and all other incidental fees and charges.

                                       2
<PAGE>

         Appraised Value: The value set forth in an appraisal made in
connection with the origination or the refinance of the related Mortgage Loan
as the value of the Mortgaged Property.

         Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument in recordable form, sufficient under the laws
of the jurisdiction wherein the related Mortgaged Property is located to
reflect the transfer of the Mortgage to the party indicated therein, which
assignment, notice of transfer or equivalent instrument may be in the form of
one or more blanket assignments covering the Mortgage Loans secured by
Mortgaged Properties located in the same jurisdiction, if permitted by law.

         Best Efforts: Efforts determined to be reasonably diligent by the
Seller or Servicer, as the case may be, in its sole discretion. Such efforts do
not require the Seller or Servicer, as the case may be, to enter into any
litigation, arbitration or other legal or quasi-legal proceeding, nor do they
require the Seller or Servicer, as the case may be, to advance or expend fees
or sums of money in addition to those specifically set forth in this Agreement.

         Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a
day on which banking and savings and loan institutions in the States of New
York and Colorado are authorized or obligated by law or executive order to be
closed.

         Certificates: Any or all of the Certificates issued pursuant to the
Trust Agreement.

         Closing Date:  June 29, 2001.

         Code: The Internal Revenue Code of 1986, as it may be amended from
time to time or any successor statute thereto, and applicable U.S. Department
of the Treasury regulations issued pursuant thereto.

         Condemnation Proceeds: All awards of settlements in respect of a
Mortgaged Property, whether permanent or temporary, partial or entire, by
exercise of the power of eminent domain or condemnation, to the extent not
required to be released to a Mortgagor in accordance with the terms of the
related Mortgage Loan documents.

         Conventional Loan: A conventional residential first or second lien
fixed or adjustable rate Mortgage Loan that is neither FHA insured nor VA
guaranteed.

         Costs: For any Person, any claims, losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments,
and other costs and expenses of such Person.

         Custodial Account: The separate account or accounts created and
maintained pursuant to Section 3.03.

         Custodial Agreement: The custodial agreement relating to custody of
certain of the Mortgage Loans, between LaSalle Bank N.A. and the Trustee, dated
as of June 1, 2001.

         Custodian: LaSalle Bank N.A., as Custodian, pursuant to the Custodial
Agreement, and any successors thereto.

                                       3
<PAGE>

         Cut-off Date:  June 1, 2001.

         Determination Date: With respect to each Remittance Date, the 15th day
of the month in which such Remittance Date occurs, or, if such 15th day is not
a Business Day, the next succeeding Business Day.

         Depositor: Structured Asset Securities Corporation, or any successor
in interest.

         Due Date: The day of the month on which the Monthly Payment is due on
a Mortgage Loan, exclusive of any days of grace. With respect to the Mortgage
Loans for which payment from the Mortgagor is due on a day other than the first
day of the month, such Mortgage Loans will be treated as if the Monthly Payment
is due on the first day of the immediately succeeding month.

         Due Period: With respect to each Remittance Date, the period
commencing on the second day of the month immediately preceding the month of
the Remittance Date and ending on the first day of the month of the Remittance
Date.

         Eligible Investments: Any one or more of the obligations and
securities listed below which investment provides for a date of maturity not
later than the Determination Date in each month:

              (i) direct obligations of, and obligations fully guaranteed as to
timely payment of principal and interest by, the United States of America or
any agency or instrumentality of the United States of America the obligations
of which are backed by the full faith and credit of the United States of
America ("Direct Obligations");

              (ii) federal funds, or demand and time deposits in, certificates
of deposits of, or bankers' acceptances issued by, any depository institution
or trust company (including U.S. subsidiaries of foreign depositories and the
Trustee or any agent of the Trustee, acting in its respective commercial
capacity) incorporated or organized under the laws of the United States of
America or any state thereof and subject to supervision and examination by
federal or state banking authorities, so long as at the time of investment or
the contractual commitment providing for such investment the commercial paper
or other short-term debt obligations of such depository institution or trust
company (or, in the case of a depository institution or trust company which is
the principal subsidiary of a holding company, the commercial paper or other
short-term debt or deposit obligations of such holding company or deposit
institution, as the case may be) have been rated by each Rating Agency in its
highest short-term rating category or one of its two highest long-term rating
categories;

              (iii) repurchase agreements collateralized by Direct Obligations
or securities guaranteed by GNMA, FNMA or FHLMC with any registered
broker/dealer subject to Securities Investors' Protection Corporation
jurisdiction or any commercial bank insured by the FDIC, if such broker/dealer
or bank has an uninsured, unsecured and unguaranteed obligation rated by each
Rating Agency in its highest short-term rating category;

              (iv) securities bearing interest or sold at a discount issued by
any corporation incorporated under the laws of the United States of America or
any state thereof which have a credit rating from each Rating Agency, at the

                                       4
<PAGE>

time of investment or the contractual commitment providing for such investment,
at least equal to one of the two highest long-term credit rating categories of
each Rating Agency; provided, however, that securities issued by any particular
corporation will not be Eligible Investments to the extent that investment
therein will cause the then outstanding principal amount of securities issued
by such corporation and held as part of the Trust Fund to exceed 20% of the sum
of the Aggregate Loan Balance and the aggregate principal amount of all
Eligible Investments in the Certificate Account; provided, further, that such
securities will not be Eligible Investments if they are published as being
under review with negative implications from either Rating Agency;

              (v) commercial paper (including both non-interest-bearing
discount obligations and interest-bearing obligations payable on demand or on a
specified date not more than 180 days after the date of issuance thereof) rated
by each Rating Agency in its highest short-term rating category;

              (vi) a Qualified GIC;

              (vii) certificates or receipts representing direct ownership
interests in future interest or principal payments on obligations of the United
States of America or its agencies or instrumentalities (which obligations are
backed by the full faith and credit of the United States of America) held by a
custodian in safekeeping on behalf of the holders of such receipts; and

              (viii) any other demand, money market, common trust fund or time
deposit or obligation, or interest-bearing or other security or investment, (A)
rated in the highest rating category by each Rating Agency or (B) that would
not adversely affect the then current rating by either Rating Agency of any of
the Certificates. Such investments in this subsection (viii) may include money
market mutual funds or common trust funds, including any fund for which the
Trustee, the Master Servicer or an affiliate thereof serves as an investment
advisor, administrator, shareholder servicing agent, and/or custodian or
subcustodian, notwithstanding that (x) the Trustee, the Master Servicer or an
affiliate thereof charges and collects fees and expenses from such funds for
services rendered, (y) the Trustee, the Master Servicer or an affiliate thereof
charges and collects fees and expenses for services rendered pursuant to this
Agreement, and (z) services performed for such funds and pursuant to this
Agreement may converge at any time.

         provided, however, that no such instrument shall be an Eligible
Investment if such instrument evidences either (i) a right to receive only
interest payments with respect to the obligations underlying such instrument,
or (ii) both principal and interest payments derived from obligations
underlying such instrument and the principal and interest payments with respect
to such instrument provide a yield to maturity of greater than 120% of the
yield to maturity at par of such underlying obligations.

              Employee Mortgage Loan: The meaning set forth in the Trust
Agreement.

              Errors and Omissions Insurance: Errors and Omissions Insurance to
be maintained by the Servicer in accordance with the FNMA Guides.

              Escrow Account: The separate account or accounts created and
maintained pursuant to Section 3.05.

                                       5
<PAGE>

         Escrow Payments: With respect to any Mortgage Loan, the amounts
constituting ground rents, taxes, assessments, water rates, sewer rents,
municipal charges, mortgage insurance premiums, fire and hazard insurance
premiums, condominium charges, and any other payments required to be escrowed
by the Mortgagor with the mortgagee pursuant to the Mortgage or any other
document.

         Event of Default:  Any event set forth in Section 8.01.

         FDIC: The Federal Deposit Insurance Corporation, or any successor
thereto.

         FHA: The Federal Housing Administration, an agency within the United
States Department of Housing and Urban Development, or any successor thereto
and including the Federal Housing Commissioner and the Secretary of Housing and
Urban Development where appropriate under the FHA Regulations.

         FHA Approved Mortgagee: A corporation or institution approved as a
mortgagee by FHA under the Act and applicable HUD regulations, and eligible to
own and service mortgage loans such as the FHA Loans.

         FHA Insurance Contract: The contractual obligation of FHA respecting
the insurance of a Mortgage Loan.

         FHA Loan: A residential Mortgage Loan that, as of the Cut-off Date
(or, in the case of a Qualifying Substitute Mortgage Loan, as of the date of
such substitution), is the subject of an FHA Insurance Contract as evidenced by
a mortgage insurance contract.

         FHA Mortgage Insurance: Mortgage insurance authorized under the Act
and provided by the FHA.

         FHA Regulations: Regulations promulgated by HUD under the National
Housing Act, codified in 24 Code of Federal Regulations, and other HUD
issuances relating to FHA Loans, including the related handbooks, circulars,
notices and mortgagee letters.

         FHLMC: The Federal Home Loan Mortgage Corporation, or any successor
thereto.

         Fidelity Bond: A fidelity bond to be maintained by the Servicer in
accordance with the FNMA Guides.

         Fitch:  Fitch, Inc., or any successor in interest.

         Fixed Rate Mortgage Loan: Any individual Mortgage Loan serviced
pursuant to this Agreement as to which the Mortgage Interest Rate set forth in
the Mortgage Note is fixed for the term of such Mortgage Loan.

         FNMA: The Federal National Mortgage Association, or any successor
thereto.

         FNMA Guides: The FNMA Selling Guide and the FNMA Servicing Guide and
all amendments or additions thereto.

                                       6
<PAGE>

         GNMA: The Government National Mortgage Association, or any successor
thereto.

         HUD: The Department of Housing and Urban Development, or any federal
agency or official thereof which may from time to time succeed to the functions
thereof with regard to FHA Mortgage Insurance. The term "HUD," for purposes of
this Agreement, is also deemed to include subdivisions thereof such as the FHA
and GNMA.

         Insurance Proceeds: With respect to each Mortgage Loan, proceeds of
insurance policies insuring the Mortgage Loan or the related Mortgaged Property
including FHA insurance proceeds, VA guaranty proceeds and proceeds of any PMI
Policy or LPMI Policy.

         Liquidation Proceeds: Cash received in connection with the liquidation
of a defaulted Mortgage Loan, whether through the sale or assignment of such
Mortgage Loan, trustee's sale, foreclosure sale or otherwise, or the sale of
the related REO Property, if the Mortgaged Property is acquired in satisfaction
of the Mortgage Loan.

         LPMI Fee: With respect to each LPMI Loan, the portion of the Mortgage
Interest Rate as set forth on the related Mortgage Loan Schedule (which shall
be payable solely from the interest portion of Monthly Payments, Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds), which, during such
period prior to the required cancellation of the LPMI Policy, shall be used to
pay the premium due on the related LPMI Policy.

         LPMI Loan: A Mortgage Loan with an LPMI Policy, as set forth in the
Mortgage Loan Schedule or otherwise identified to the Servicer in writing.

         LPMI Policy: A policy of primary mortgage guaranty insurance issued by
a Qualified Insurer pursuant to which the related premium is to be paid by the
Servicer of the related Mortgage Loan from payments of interest made by the
Mortgagor in an amount as is set forth in the Mortgage Loan Schedule or
otherwise identified to the Servicer in writing.

         Master Servicer: Aurora Loan Services Inc., or any successor in
interest, or if any successor master servicer shall be appointed as provided in
the Trust Agreement, then such successor master servicer.

         MERS: Mortgage Electronic Registration Systems, Inc., a Delaware
corporation, or any successor in interest thereto.

         MERS Eligible Mortgage Loan: Any Mortgage Loan that has been
designated by the Servicer as recordable in the name of MERS.

         MERS Mortgage Loan: Any Mortgage Loan as to which the related
Mortgage, or an Assignment of Mortgage, has been or will be recorded in the
name of MERS, as agent for the holder from time to time of the Mortgage Note.

         Monthly Advance: With respect to each Remittance Date and each
Mortgage Loan, an amount equal to the Monthly Payment (with the interest
portion of such Monthly Payment adjusted to the Mortgage Loan Remittance Rate)
that was due on the Mortgage Loan, and that (i) was delinquent at the close of
business on the first day of the month in which such Remittance Date occurs and

                                       7
<PAGE>

(ii) was not the subject of a previous Monthly Advance, but only to the extent
that such amount is expected, in the reasonable judgment of the Servicer, to be
recoverable from collections or other recoveries in respect of such Mortgage
Loan. To the extent that the Servicer determines that any such amount is not
recoverable from collections or other recoveries in respect of such Mortgage
Loan, such determination shall be evidenced by a certificate of a Servicing
Officer delivered to the Master Servicer setting forth such determination and
the procedures and considerations of the Servicer forming the basis of such
determination, which shall include a copy of any broker's price opinion and any
other information or reports obtained by the Servicer which may support such
determinations.

         Monthly Payment: The scheduled monthly payment of principal and
interest on a Mortgage Loan.

         Moody's:  Moody's Investors Service Inc., or any successor in interest.

         Mortgage: The mortgage, deed of trust or other instrument securing a
Mortgage Note, which creates a first or second lien on an unsubordinated estate
in fee simple in real property securing the Mortgage Note.

         Mortgage Impairment Insurance Policy: A mortgage impairment or blanket
hazard insurance policy as described in the FNMA Guides.

         Mortgage Interest Rate: The annual rate of interest borne on a
Mortgage Note.

         Mortgage Loan: An individual Mortgage Loan that is the subject of this
Agreement, each Mortgage Loan subject to this Agreement being identified on the
Mortgage Loan Schedule, which Mortgage Loan includes without limitation the
Mortgage Loan documents, the Monthly Payments, Principal Prepayments,
Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, REO
Disposition Proceeds, and all other rights, benefits, proceeds and obligations
arising from or in connection with such Mortgage Loan.

         Mortgage Loan Remittance Rate: With respect to each Mortgage Loan, the
annual rate of interest remitted to the Master Servicer, which shall be equal
to the Mortgage Interest Rate minus the applicable Servicing Fee.

         Mortgage Loan Schedule: A schedule of the Mortgage Loans setting forth
information with respect to such Mortgage Loans (including any MERS
identification number (if available) with respect to each MERS Mortgage Loan or
MERS Eligible Mortgage Loan), attached hereto as Exhibit A, which may be
amended from time to time to include additional mortgage loans which are
transferred to the Servicer by a Prior Servicer in a Servicing Transfer.

         Mortgage Note: The note or other evidence of the indebtedness of a
Mortgagor secured by a Mortgage.

         Mortgaged Property: The real property securing repayment of the debt
evidenced by a Mortgage Note.

         Mortgagor:  The obligor on a Mortgage Note.

                                       8
<PAGE>

         Net Sale Proceeds: The proceeds from the sale of REO Property, net of
all expenses incurred by the Servicer in connection with such sale, including,
without limitation, legal fees and expenses, referral fees, brokerage
commissions, conveyance taxes and any other related expense.

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

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

         Opinion of Counsel: A written opinion of counsel, who may be an
employee of the Servicer, reasonably acceptable to the Seller, but which must
be independent outside counsel with respect to any such opinion of counsel
concerning (i) the non-recordation of Mortgage Loans pursuant to Section 2.02
hereof and (ii) federal income tax matters.

         Person: Any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization, government or any agency or political subdivision thereof.

         PMI Policy: A policy of primary mortgage guaranty insurance issued by
a Qualified Insurer, as required by this Agreement with respect to certain
Mortgage Loans.

         Prepayment Interest Shortfall Amount: With respect to any Mortgage
Loan that was subject to a Principal Prepayment in full or in part during any
Due Period, which Principal Prepayment was applied to such Mortgage Loan prior
to such Mortgage Loan's Due Date in such Due Period, the amount of interest
(net the related Servicing Fee for Principal Prepayments in full only) that
would have accrued on the amount of such Principal Prepayment during the period
commencing on the date as of which such Principal Prepayment was applied to
such Mortgage Loan and ending on the day immediately preceding such Due Date,
inclusive.

         Prepayment Penalty Amount: With respect to any Remittance Date, all
premiums or charges paid by the obligors under the Mortgage Notes due to
Principal Prepayments collected by the Servicer during the immediately
preceding Prepayment Period.

         Prepayment Period: With respect to any Remittance Date and any full or
partial Principal Prepayment, the calendar month immediately preceding the
month of such Remittance Date.

         Prime Rate: The prime rate published from time to time, as published
as the average rate in The Wall Street Journal Northeast Edition.

         Principal Prepayment: Any Mortgagor payment of principal (other than a
Balloon Payment) or other recovery of principal on a Mortgage Loan that is
recognized as having been received or recovered in advance of its scheduled Due
Date and applied to reduce the principal balance of the Mortgage Loan in
accordance with the terms of the Mortgage Note.

         Prior Servicer: Any prior servicer (other than the Servicer) of any of
the Mortgage Loans.

                                       9
<PAGE>

         Qualified Depository: Any of (i) a depository the accounts of which
are insured by the FDIC and the debt obligations of which are rated AA (or its
equivalent) or better by each Rating Agency; (ii) the corporate trust
department of any bank the debt obligations of which are rated at least A-1 or
its equivalent by each Rating Agency; or (iii) Lehman Brothers Bank, F.S.B., a
federal savings bank.

         Qualified Insurer: A mortgage guaranty insurance company duly
authorized and licensed where required by law to transact mortgage guaranty
insurance business and approved as an insurer by FNMA, FHLMC and GNMA.

         Rating Agency:  Each of S&P and Fitch.

         Relief Act Reduction: With respect to any Mortgage Loan as to which
there has been a reduction in the amount of the interest collectible thereon as
a result of the application of the Soldiers' and Sailors' Civil Relief Act of
1940, as amended, any amount by which interest collectible on such Mortgage
Loan for the Due Date in the related Due Period is less than the interest
accrued thereon for the applicable one-month period at the Mortgage Interest
Rate without giving effect to such reduction.

         REMIC: A "real estate mortgage investment conduit" within the meaning
of Section 860D of the Code.

         Remittance Date: The 18th day (or if such 18th day is not a Business
Day, the first Business Day immediately following) of any month.

         REO Disposition: The final sale by the Servicer of any REO Property.

         REO Disposition Proceeds: All amounts received with respect to an REO
Disposition pursuant to Section 3.12.

         REO Property: A Mortgaged Property acquired by the Servicer on behalf
of the Trustee through foreclosure or by deed in lieu of foreclosure, pursuant
to Section 3.12.

         Retained Interest:  The meaning set forth in the Trust Agreement.

         Retained Interest Holder: The meaning set forth in the Trust
Agreement.

         Retained Interest Rate:  The meaning set forth in the Trust Agreement.

         S&P: Standard & Poor's Credit Market Services, a division of the
McGraw-Hill Companies, Inc., or any successor in interest.

         Seller: Lehman Capital, A Division of Lehman Brothers Holdings Inc.,
or its successors in interest and assigns.

         Servicer: Aurora Loan Services Inc. or its successor in interest or
assigns or any successor to the Servicer under this Agreement as herein
provided.

                                      10
<PAGE>

         Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses (including reasonable attorneys' fees and
disbursements) incurred in the performance by the Servicer of its servicing
obligations, including, but not limited to, the cost of (a) the preservation,
restoration and protection of the Mortgaged Property, (b) any enforcement or
administrative or judicial proceedings, including foreclosures, (c) the
management and liquidation of the Mortgaged Property if the Mortgaged Property
is acquired in satisfaction of the Mortgage, (d) taxes, assessments, water
rates, sewer rents and other charges which are or may become a lien upon the
Mortgaged Property, and PMI Policy premiums and fire and hazard insurance
coverage, (e) any losses sustained by the Servicer with respect to the
liquidation of the Mortgaged Property and (f) compliance with the obligations
pursuant to the provisions of the FNMA Guides.

         Servicing Fee: An amount equal to one-twelfth the product of (a) a
rate per annum equal to 0.375% and (b) the outstanding principal balance of
such Mortgage Loan. The obligation of the Trustee to pay the Servicing Fee is
limited to, and the Servicing Fee is payable solely from, the interest portion
(including recoveries with respect to interest from Liquidation Proceeds to the
extent permitted by Section 3.02 of this Agreement) of such Monthly Payment
collected by the Servicer, or as otherwise provided under this Agreement.

         Servicing File: The items pertaining to a particular Mortgage Loan
including, but not limited to, the computer files, data disks, books, records,
data tapes, notes, and all additional documents generated as a result of or
utilized in originating and/or servicing each Mortgage Loan, which are held in
trust for the Trustee by the Servicer.

         Servicing Officer: Any officer of the Servicer involved in or
responsible for, the administration and servicing of the Mortgage Loans whose
name appears on a list of servicing officers furnished by the Servicer to the
Master Servicer or Seller upon request, as such list may from time to time be
amended.

         Servicing Transfer: Any transfer of servicing by a Prior Servicer of
mortgage loans which have been conveyed under the Trust Agreement to the
Servicer under this Agreement.

         Servicing Transfer Date: The date on which a Servicing Transfer
occurs.

         Trust Agreement: The Trust Agreement dated as of June 1, 2001, among
the Trustee, the Master Servicer and the Depositor.

         Trust Fund: The trust fund established by the Trust Agreement, the
assets of which consist of the Mortgage Loans and any related assets.

         Trustee: The Chase Manhattan Bank, or any successor in interest, or if
any successor trustee or co-trustee shall be appointed as provided in the Trust
Agreement, then such successor trustee or such co-trustee, as the case may be.

         VA: The Veterans Administration, an agency of the United States of
America, or any successor thereto including the Administrator of Veterans
Affairs.

                                      11
<PAGE>

         VA Approved Lender: Those lenders which are approved by the VA to act
as a lender in connection with the origination of VA Loans.

         VA Loan: A Mortgage Loan that, as of the Cut-off Date (or, in the case
of a Qualifying Substitute Mortgage Loan, as of the date of such substitution),
is the subject of a VA Loan Guaranty Agreement as evidenced by a Loan Guaranty
Certificate, or a Mortgage Loan which is a vendee loan sold by the VA.

         VA Loan Guaranty Agreement: The obligation of the United States to pay
a specific percentage of a Mortgage Loan (subject to a maximum amount) upon
default of the Mortgagor pursuant to the Servicemen's Readjustment Act, as
amended.

         VA Loan Guaranty Certificate: The certificate evidencing a VA Loan
Guaranty Agreement.

         VA Regulations: Regulations promulgated by the Veteran's
Administration pursuant to the Servicemen's Readjustment Act, as amended,
codified in 38 Code of Federal Regulations, and other VA issuances relating to
VA Loans, including related Handbooks, Circulars and Notices.

         Any capitalized terms used and not defined in this Agreement shall
have the meanings ascribed to such terms in the Trust Agreement.

                                  ARTICLE II.

              SELLER'S ENGAGEMENT OF SERVICER TO PERFORM SERVICING
                                RESPONSIBILITIES

         Section 2.01 Contract for Servicing; Possession of Servicing Files.

         The Seller, by execution and delivery of this Agreement, does hereby
contract with the Servicer, subject to the terms of this Agreement, for the
servicing of the Mortgage Loans. On or before the Closing Date or Servicing
Transfer Date, as applicable, the Seller shall cause to be delivered the
Servicing Files with respect to the Mortgage Loans listed on the Mortgage Loan
Schedule to the Servicer. Each Servicing File delivered to a Servicer shall be
held in trust by such Servicer for the benefit of the Trustee; provided,
however, that the Servicer shall have no liability for any Servicing Files (or
portions thereof) not delivered by the Seller. The Servicer's possession of any
portion of the Mortgage Loan documents shall be at the will of the Trustee for
the sole purpose of facilitating servicing of the related Mortgage Loan
pursuant to this Agreement, and such retention and possession by the Servicer
shall be in a custodial capacity only. The ownership of each Mortgage Note,
Mortgage, and the contents of the Servicing File shall be vested in the Trustee
and the ownership of all records and documents with respect to the related
Mortgage Loan prepared by or which come into the possession of the Servicer
shall immediately vest in the Trustee and shall be retained and maintained, in
trust, by the Servicer at the will of the Trustee in such custodial capacity
only. The portion of each Servicing File retained by the Servicer pursuant to
this Agreement shall be segregated from the other books and records of the
Servicer and shall be appropriately marked to clearly reflect the ownership of

                                      13
<PAGE>

the related Mortgage Loan by the Trustee. The Servicer shall release from its
custody the contents of any Servicing File retained by it only in accordance
with this Agreement.

         Section 2.02 Books and Records.

         (a) Subject to Section 3.01(a) hereof, as soon as practicable after
the Closing Date, the Servicing Transfer Date or the date on which a Qualifying
Substitute Mortgage Loan is delivered pursuant to Section 2.05 of the Trust
Agreement, as applicable (but in no event more than 90 days thereafter except
to the extent delays are caused by the applicable recording office), the
Servicer, at the expense of the Depositor, shall cause the Mortgage or
Assignment of Mortgage, as applicable, with respect to each MERS Eligible
Mortgage Loan, to be properly recorded in the name of MERS in the public
recording office in the applicable jurisdiction, or shall ascertain that such
have previously been so recorded.

         (b) Subject to Section 3.01(a) hereof, an Assignment of Mortgage in
favor of the Trustee shall be recorded as to each Non-MERS Mortgage Loan unless
instructions to the contrary are delivered to the Servicer, in writing, by the
Trustee. Subject to the preceding sentence, as soon as practicable after the
Closing Date or Servicing Transfer Date, as applicable (but in no event more
than 90 days thereafter except to the extent delays are caused by the
applicable recording office), the Servicer, at the expense of the Depositor,
shall cause to be properly recorded in each public recording office where such
Non-MERS Eligible Mortgage Loans are recorded each Assignment of Mortgage.

         (c) Additionally, the Servicer shall prepare and execute, at the
direction of the Trustee, any note endorsements relating to any of the Non-MERS
Mortgage Loans.

         (d) All rights arising out of the Mortgage Loans shall be vested in
the Trustee, subject to the Servicer's right to service and administer the
Mortgage Loans hereunder in accordance with the terms of this Agreement. All
funds received on or in connection with a Mortgage Loan, other than the
Servicing Fee and other compensation to which the Servicer is entitled as set
forth herein, including but not limited to in Section 5.01 below, shall be
received and held by the Servicer in trust for the benefit of the Trustee
pursuant to the terms of this Agreement.

                                  ARTICLE III
                        SERVICING OF THE MORTGAGE LOANS

         Section 3.01 Servicer to Service.

         The Servicer, as an independent contractor, shall service and
administer the Mortgage Loans from and after the Closing Date or Servicing
Transfer Date, as applicable, and shall have full power and authority, acting
alone, to do any and all things in connection with such servicing and
administration which the Servicer may deem necessary or desirable, consistent
with the terms of this Agreement and with Accepted Servicing Practices,
including taking all actions that a mortgagee is permitted or required to take
by the FHA or VA, with respect to any FHA Loans or VA Loans, as the case may
be. Except as set forth in this Agreement, the Servicer shall service the
Mortgage Loans in strict compliance with the servicing provisions related to
the FNMA MBS Program (Special Servicing Option) of the FNMA Guides, which

                                      13
<PAGE>

include, but are not limited to, provisions regarding the liquidation of
Mortgage Loans, the collection of Mortgage Loan payments, the payment of taxes,
insurance and other charges, the maintenance of hazard insurance, the
maintenance of Mortgage Impairment Insurance Policies, the maintenance of
Fidelity Bond and Errors and Omissions Insurance, inspections, the restoration
of Mortgaged Property, the maintenance of PMI Policies, insurance claims, the
title, management and disposition of REO Property, permitted withdrawals with
respect to REO Property, REO reports, liquidation reports, and reports of
foreclosures and abandonments of Mortgaged Property, the transfer of Mortgaged
Property, the release of Mortgage Loan documents, annual statements, and
examination of records and facilities. In the event of any conflict,
inconsistency or discrepancy between any of the servicing provisions of this
Agreement and any of the servicing provisions of the FNMA Guides, the
provisions of this Agreement shall control and be binding upon the Seller, the
Master Servicer and the Servicer.

         The Seller and the Servicer additionally agree as follows:

         (a) The Servicer shall (A) record or cause to be recorded the Mortgage
or the Assignment of Mortgage, as applicable, with respect to all MERS Eligible
Mortgage Loans, in the name of MERS, or shall ascertain that such have
previously been so recorded; (B) prepare or cause to be prepared all
Assignments of Mortgage with respect to all Non-MERS Eligible Mortgage Loans;
(C) record or cause to be recorded, subject to Section 2.02(b) hereof, all
Assignments of Mortgage with respect to Non-MERS Mortgage Loans in the name of
the Trustee; (D) pay the recording costs pursuant to Section 2.02 hereof;
and/or (E) track such Mortgages and Assignments of Mortgage to ensure they have
been recorded. The Servicer shall be entitled to be paid by the Seller the fees
set forth on Schedule 1 hereto for the preparation and recordation of the
Mortgages and Assignments of Mortgage. After the expenses of such recording
costs pursuant to Section 2.02 hereof shall have been paid by the Servicer, the
Servicer shall submit to the Depositor a reasonably detailed invoice for
reimbursement of recording costs it incurred hereunder.

         (b) The Servicer shall, in accordance with the relevant provisions of
the Cranston-Gonzales National Affordable Housing Act of 1990, as the same may
be amended from time to time, and the regulations provided in accordance with
the Real Estate Settlement Procedures Act, provide notice to the Mortgagor of
each Mortgage of the transfer of the servicing thereto to the Servicer.

         (c) The Servicer shall be responsible for the preparation of and costs
associated with notifications to Mortgagors of the assumption of servicing by
the Servicer.

         Consistent with the terms of this Agreement, the Servicer may waive
any late payment charge, assumption fee or other fee that may be collected in
the ordinary course of servicing the Mortgage Loans. The Servicer shall not
make any future advances to any obligor under any Mortgage Loan, and (unless
the Mortgagor is in default with respect to the Mortgage Loan or such default
is, in the judgment of the Servicer, reasonably foreseeable) the Servicer shall
not permit any modification of any material term of any Mortgage Loan,
including any modification that would change the Mortgage Interest Rate, defer
or forgive the payment of principal or interest, reduce or increase the
outstanding principal balance (except for actual payments of principal) or
change the final maturity date on such Mortgage Loan. In the event of any such

                                      14
<PAGE>

modification which permits the deferral of interest or principal payments on
any Mortgage Loan, the Servicer shall, on the Business Day immediately
preceding the Remittance Date in any month in which any such principal or
interest payment has been deferred, make a Monthly Advance in accordance with
Section 4.03, in an amount equal to the difference between (a) such month's
principal and one month's interest at the Mortgage Loan Remittance Rate on the
unpaid principal balance of such Mortgage Loan and (b) the amount paid by the
Mortgagor. The Servicer shall be entitled to reimbursement for such advances to
the same extent as for all other advances made pursuant to Section 4.03.
Without limiting the generality of the foregoing, the Servicer shall continue,
and is hereby authorized and empowered, to execute and deliver on behalf of
itself and the Trustee, all instruments of satisfaction or cancellation, or of
partial or full release, discharge and all other comparable instruments, with
respect to the Mortgage Loans and with respect to the Mortgaged Properties.
Upon the request of the Servicer, the Trustee shall execute and deliver to the
Servicer any powers of attorney and other documents, furnished to it by the
Servicer and reasonably satisfactory to the Trustee, necessary or appropriate
to enable the Servicer to carry out its servicing and administrative duties
under this Agreement. Promptly after the execution of any assumption,
modification, consolidation or extension of any Mortgage Loan, the Servicer
shall forward to the Master Servicer copies of any documents evidencing such
assumption, modification, consolidation or extension. Notwithstanding anything
to the contrary contained in this Servicing Agreement, the Servicer shall not
make or permit any modification, waiver or amendment of any term of any
Mortgage Loan that would cause any REMIC created under the Trust Agreement to
fail to qualify as a REMIC or result in the imposition of any tax under Section
860F(a) or Section 860G(d) of the Code.

         Notwithstanding anything to the contrary in this Agreement, the
Servicer shall not (unless the Servicer determines, in its own discretion, that
there exists a situation of extreme hardship to the Mortgagor), waive any
premium or penalty in connection with a prepayment of principal of any Mortgage
Loan, and shall not consent to the modification of any Mortgage Note to the
extent that such modification relates to payment of a prepayment premium or
penalty.

         In servicing and administering any FHA Loans or VA Loans, the Servicer
shall comply strictly with the National Housing Act and the FHA Regulations,
the Servicemen's Readjustment Act, the VA Regulations and administrative
guidelines issued thereunder or pursuant thereto, and, to the extent permitted
hereunder, promptly discharge all of the obligations of the mortgagee
thereunder and under each Mortgage including the payment of any fees, premiums
and charges and the timely giving of notices.

         In servicing and administering the Mortgage Loans, the Servicer shall
employ procedures (including collection procedures) and exercise the same care
that it customarily employs and exercises in servicing and administering
mortgage loans for its own account, giving due consideration to Accepted
Servicing Practices where such practices do not conflict with the requirements
of this Agreement, the FNMA Guides, the FHA Regulations and the VA Regulations,
and the Master Servicer's and the Seller's reliance on the Servicer.

         Section 3.02 Collection of Mortgage Loan Payments.

         Continuously from the Closing Date or Servicing Transfer Date, as
applicable, until the date each Mortgage Loan ceases to be subject to this
Agreement, the Servicer shall proceed diligently to collect all payments due

                                      15
<PAGE>

under each of the Mortgage Loans when the same shall become due and payable and
shall take special care in ascertaining and estimating Escrow Payments and all
other charges that will become due and payable with respect to the Mortgage
Loans and each related Mortgaged Property, to the end that the installments
payable by the Mortgagors will be sufficient to pay such charges as and when
they become due and payable.

         Section 3.03 Establishment of and Deposits to Custodial Account.

         The Servicer shall segregate and hold all funds collected and received
pursuant to the Mortgage Loans separate and apart from any of its own funds and
general assets and shall establish and maintain one or more Custodial Accounts,
in the form of time deposit or demand accounts, titled as directed by the
Master Servicer. The Custodial Account shall be established with a Qualified
Depository. Any funds deposited in the Custodial Account may be invested in
Eligible Investments subject to the provisions of Section 3.11 hereof. Funds
deposited in the Custodial Account may be drawn on by the Servicer in
accordance with Section 3.04. The creation of any Custodial Account shall be
evidenced by a letter agreement in the form of Exhibit B. A copy of such
certification or letter agreement shall be furnished to the Master Servicer
and, upon request, to any subsequent owner of the Mortgage Loans.

         The Servicer shall deposit in the Custodial Account on a daily basis,
and retain therein, the following collections received by the Servicer and
payments made by the Servicer after the Closing Date or Servicing Transfer
Date, as applicable:

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

              (ii) all payments on account of interest on the Mortgage Loans
adjusted to the Mortgage Loan Remittance Rate;

              (iii) all Liquidation Proceeds;

              (iv) all Insurance Proceeds;

              (v) all Condemnation Proceeds that are not applied to the
restoration or repair of the Mortgaged Property or released to the Mortgagor;

              (vi) any Prepayment Interest Shortfall Amount;

              (vii) all Advances made by the Servicer pursuant to Section 4.03;

              (viii) any amounts required to be deposited by the Servicer in
connection with the deductible clause in any blanket hazard insurance policy;

              (ix) any amounts received with respect to or related to any REO
Property or REO Disposition Proceeds; and

              (x) any other amount required hereunder to be deposited by the
Servicer in the Custodial Account.

                                      16
<PAGE>

         Any interest paid on funds deposited in the Custodial Account by the
depository institution shall accrue to the benefit of the Servicer and the
Servicer shall be entitled to retain and withdraw such interest from the
Custodial Account pursuant to Section 3.04. Additionally, any other benefit
derived from the Custodial Account associated with the receipt, disbursement
and accumulation of principal, interest, taxes, hazard insurance, mortgage
insurance, etc. shall accrue to the Servicer.

         Section 3.04 Permitted Withdrawals From Custodial Account.

         The Servicer shall, from time to time, withdraw funds from the
Custodial Account for the following purposes:

              (i) to make payments to the Master Servicer in the amounts and in
the manner provided for in Section 4.01;

              (ii) with respect to each LPMI Loan, in the amount of the related
LPMI Fee, to make payments with respect to premiums for LPMI Policies;

              (iii) in the event the Servicer has elected not to retain the
Servicing Fee out of any Mortgagor payments on account of interest or other
recovery of interest with respect to a particular Mortgage Loan (including late
collections of interest on such Mortgage Loan, or interest portions of
Insurance Proceeds or Liquidation Proceeds) prior to the deposit of such
Mortgagor payment or recovery in the Custodial Account, to pay to itself the
related Servicing Fee from all such Mortgagor payments on account of interest
or other such recovery for interest with respect to that Mortgage Loan;

              (iv) to pay itself investment earnings on funds deposited in the
Custodial Account;

              (v) to clear and terminate the Custodial Account upon the
termination of this Agreement;

              (vi) to transfer funds to another Qualified Depository in
accordance with Section 3.11 hereof;

              (vii) to invest funds in certain Eligible Investments in
accordance with Section 3.11 hereof;

              (viii) to reimburse itself for Monthly Advances of the Servicer's
funds made pursuant to Section 4.03, the Servicer's right to reimburse itself
pursuant to this subclause (vii) with respect to any Mortgage Loan is limited
to amounts received on or in respect of the related Mortgage Loan which
represent late recoveries of payments of principal or interest with respect to
which a Monthly Advance was made, it being understood that, in the case of any
such reimbursement, the Servicer's right thereto shall be prior to the rights
of the Trust Fund; and

              (ix) to reimburse itself for unreimbursed Servicing Advances, and
for any unpaid Servicing Fees, the Servicer's right to reimburse itself
pursuant to this subclause (viii) with respect to any Mortgage Loan being
limited to related Liquidation Proceeds, Condemnation Proceeds, Insurance

                                      17
<PAGE>

Proceeds, REO Disposition Proceeds and other amounts received in respect of the
related REO Property, and such other amounts as may be collected by the
Servicer from the Mortgagor or otherwise relating to the Mortgage Loan, it
being understood that, in the case of any such reimbursement, the Servicer's
right thereto shall be prior to the rights of the Trust Fund.

         Section 3.05 Establishment of and Deposits to Escrow Account.

         The Servicer shall segregate and hold all funds collected and received
pursuant to a Mortgage Loan constituting Escrow Payments separate and apart
from any of its own funds and general assets and shall establish and maintain
one or more Escrow Accounts, in the form of time deposit or demand accounts,
titled as directed by the Master Servicer. The Escrow Accounts shall be
established with a Qualified Depository in a manner that shall provide maximum
available insurance thereunder. Funds deposited in the Escrow Account may be
drawn on by the Servicer in accordance with Section 3.06. The creation of any
Escrow Account shall be evidenced by a letter agreement in the form of Exhibit
C. A copy of such certification or letter agreement shall be furnished to the
Master Servicer and, upon request, to any subsequent owner of the Mortgage
Loans.

         The Servicer shall deposit in the Escrow Account or Accounts on a
daily basis, and retain therein:

              (i) all Escrow Payments collected on account of the Mortgage
Loans, for the purpose of effecting timely payment of any such items as
required under the terms of this Agreement; and

              (ii) all amounts representing Insurance Proceeds or Condemnation
Proceeds that are to be applied to the restoration or repair of any Mortgaged
Property.

         The Servicer shall make withdrawals from the Escrow Account only to
effect such payments as are required under this Agreement, as set forth in
Section 3.06. The Servicer shall retain any interest paid on funds deposited in
the Escrow Account by the depository institution, other than interest on
escrowed funds required by law to be paid to the Mortgagor. Additionally, any
other benefit derived from the Escrow Account associated with the receipt,
disbursement and accumulation of principal, interest, taxes, hazard insurance,
mortgage insurance, etc. shall accrue to the Servicer. To the extent required
by law, the Servicer shall pay interest on escrowed funds to the Mortgagor
notwithstanding that the Escrow Account may be non-interest bearing or that
interest paid thereon is insufficient for such purposes.

         Section 3.06 Permitted Withdrawals From Escrow Account.

         Withdrawals from the Escrow Account or Accounts may be made by the
Servicer only:

              (i) to effect timely payments of ground rents, taxes,
assessments, water rates, sewer rents, mortgage insurance premiums, condominium
charges, fire and hazard insurance premiums or other items constituting Escrow
Payments for the related Mortgage;

              (ii) to refund to any Mortgagor any funds found to be in excess
of the amounts required under the terms of the related Mortgage Loan;

                                      18
<PAGE>

              (iii) for transfer to the Custodial Account and application to
reduce the principal balance of the Mortgage Loan in accordance with the terms
of the related Mortgage and Mortgage Note;

              (iv) for application to restoration or repair of the Mortgaged
Property in accordance with the FNMA Guides;

              (v) for transfer to the Custodial Account of fire and hazard
insurance proceeds and Escrow Payments with respect to any FHA Loan or VA Loan,
where the FHA or the VA, respectively, has directed application of funds as a
credit against the proceeds of the FHA Insurance Contract or VA Loan Guaranty
Agreement;

              (vi) to pay to the Servicer, or any Mortgagor to the extent
required by law, any interest paid on the funds deposited in the Escrow
Account; and

              (vii) to clear and terminate the Escrow Account on the
termination of this Agreement.

         Section 3.07 Maintenance of PMI Policy and/or LPMI Policy; Claims.

         The Servicer shall comply with all provisions of applicable state and
federal law relating to the cancellation of, or collection of premiums with
respect to, PMI Policies, including, but not limited to, the provisions of the
Homeowners Protection Act of 1998, and all regulations promulgated thereunder,
as amended from time to time. The Servicer shall be obligated to make premium
payments with respect to (a) LPMI Policies, and (b) if the Mortgagor fails to
pay any PMI Policy premium, such PMI Policy.

         With respect to each Mortgage Loan (other than LPMI Loans) with a loan
to value ratio at origination in excess of 80%, the Servicer shall maintain or
cause the Mortgagor to maintain (to the extent that the Mortgage Loan requires
the Mortgagor to maintain such insurance) in full force and effect a PMI
Policy, and shall pay or shall cause the Mortgagor to pay the premium thereon
on a timely basis, until the LTV of such Mortgage Loan is reduced to 80%. In
the event that such PMI Policy shall be terminated, the Servicer shall obtain
from another Qualified Insurer a comparable replacement policy, with a total
coverage equal to the remaining coverage of such terminated PMI Policy, at
substantially the same fee level. The Servicer shall not take any action which
would result in noncoverage under any applicable PMI Policy of any loss which,
but for the actions of the Servicer would have been covered thereunder. In
connection with any assumption or substitution agreements entered into or to be
entered into with respect to a Mortgage Loan, the Servicer shall promptly
notify the insurer under the related PMI Policy, if any, of such assumption or
substitution of liability in accordance with the terms of such PMI Policy and
shall take all actions which may be required by such insurer as a condition to
the continuation of coverage under such PMI Policy. If such PMI Policy is
terminated as a result of such assumption or substitution of liability, the
Servicer shall obtain a replacement PMI Policy as provided above.

         With respect to LPMI Loans, the Servicer shall maintain in full force
and effect the related LPMI Policy, and from time to time, withdraw the LPMI
Fee with respect to such LPMI Loan from the Custodial Account in order to pay
the premium thereon on a timely basis, until the LTV of such Mortgage Loan is

                                      19
<PAGE>

reduced to 80%. In the event that the interest payments made with respect to
any LPMI Loan are less than the LPMI Fee, the Servicer shall advance from its
own funds the amount of any such shortfall in the LPMI Fee, in payment of the
premium on the related LPMI Policy. Any such advance shall be a Servicing
Advance subject to reimbursement pursuant to the provisions on Section 3.04. In
the event that such LPMI Policy shall be terminated, the Servicer shall obtain
from another Qualified Insurer a comparable replacement policy, with a total
coverage equal to the remaining coverage of such terminated LPMI Policy, at
substantially the same fee level. The Servicer shall not take any action which
would result in noncoverage under any applicable LPMI Policy of any loss which,
but for the actions of the Servicer would have been covered thereunder. In
connection with any assumption or substitution agreement entered into or to be
entered into with respect to a Mortgage Loan, the Servicer shall promptly
notify the insurer under the related LPMI Policy, if any, of such assumption or
substitution of liability in accordance with the terms of such LPMI Policy and
shall take all actions which may be required by such insurer as a condition to
the continuation of coverage under such PMI Policy. If such LPMI Policy is
terminated as a result of such assumption or substitution of liability, the
Servicer shall obtain a replacement LPMI Policy as provided above.

         In connection with its activities as servicer, the Servicer agrees to
prepare and present, on behalf of itself and the Owner, claims to the insurer
under any PMI Policy or LPMI Policy in a timely fashion in accordance with the
terms of such PMI Policy or LPMI Policy and, in this regard, to take such
action as shall be necessary to permit recovery under any PMI Policy or LPMI
Policy respecting a defaulted Mortgage Loan. Any amounts collected by the
Servicer under any PMI Policy or LPMI Policy shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 3.04.

         Section 3.08 Fidelity Bond and Errors and Omissions Insurance.

         The Servicer shall keep in force during the term of this Agreement a
Fidelity Bond and Errors and Omissions Insurance. Such Fidelity Bond and Errors
and Omissions Insurance shall be maintained with recognized insurers and shall
be in such form and amount as would permit the Servicer to be qualified as a
FNMA or FHLMC seller-servicer. The Servicer shall be deemed to have complied
with this provision if an affiliate of the Servicer has such errors and
omissions and fidelity bond coverage and, by the terms of such insurance policy
or fidelity bond, the coverage afforded thereunder extends to the Servicer. The
Servicer shall furnish to the Master Servicer a copy of each such bond and
insurance policy if (i) the Master Servicer so requests and (ii) the Servicer
is not an affiliate of Lehman Brothers Inc. at the time of such request.

         Section 3.09 Notification of Adjustments.

         With respect to each Adjustable Rate Mortgage Loan, the Servicer shall
adjust the Mortgage Interest Rate on the related interest rate adjustment date
and shall adjust the Monthly Payment on the related mortgage payment adjustment
date, if applicable, in compliance with the requirements of applicable law and
the related Mortgage and Mortgage Note. The Servicer shall execute and deliver
any and all necessary notices required under applicable law and the terms of
the related Mortgage Note and Mortgage regarding the Mortgage Interest Rate and

                                      20
<PAGE>

Monthly Payment adjustments. The Servicer shall promptly, upon written request
therefor, deliver to the Master Servicer such notifications and any additional
applicable data regarding such adjustments and the methods used to calculate
and implement such adjustments. Upon the discovery by the Servicer or the
receipt of notice from the Master Servicer that the Servicer has failed to
adjust a Mortgage Interest Rate or Monthly Payment in accordance with the terms
of the related Mortgage Note, the Servicer shall immediately deposit in the
Custodial Account from its own funds the amount of any interest loss or
deferral caused thereby.

         Section 3.10 Completion and Recordation of Assignments of Mortgage and
FHA and VA Change Notices.

         As soon as practicable after the Closing Date, the Servicing Transfer
Date or the date on which a Qualifying Substitute Mortgage Loan is delivered
pursuant to Section 2.05 of the Trust Agreement, as applicable (but in no event
more than 90 days thereafter except to the extent delays are caused by the
applicable government agency), the Servicer shall cause the endorsements on the
Mortgage Note (if applicable), the Assignments of Mortgage (subject to Section
3.01(a)), the assignment of security agreement and the HUD form 92080 Mortgage
Record Change with respect to all FHA Loans to be completed in the name of the
Trustee (or MERS, as applicable), and shall give notice to the VA of a transfer
of insurance credits, if applicable, with respect to VA Loans on the form
prescribed by the VA.

         Section 3.11 Protection of Accounts.

         The Servicer may transfer the Custodial Account or the Escrow Account
to a different Qualified Depository from time to time. Such transfer shall be
made only upon obtaining the consent of the Master Servicer, which consent
shall not be withheld unreasonably.

         The Servicer shall bear any expenses, losses or damages sustained by
the Master Servicer or the Trustee if the Custodial Account and/or the Escrow
Account are not demand deposit accounts.

         Amounts on deposit in the Custodial Account and the Escrow Account may
at the option of the Servicer be invested in Eligible Investments; provided
that in the event that amounts on deposit in the Custodial Account or the
Escrow Account exceed the amount fully insured by the FDIC (the "Insured
Amount") the Servicer shall be obligated to invest the excess amount over the
Insured Amount in Eligible Investments on the same Business Day as such excess
amount becomes present in the Custodial Account or the Escrow Account. Any such
Eligible Investment shall mature no later than the Business Day immediately
preceding the related Remittance Date, provided, however, that if such Eligible
Investment is an obligation of a Qualified Depository (other than the Servicer)
that maintains the Custodial Account or the Escrow Account, then such Eligible
Investment may mature on the related Remittance Date. Any such Eligible
Investment shall be made in the name of the Servicer in trust for the benefit
of the Trustee. All income on or gain realized from any such Eligible
Investment shall be for the benefit of the Servicer and may be withdrawn at any
time by the Servicer. Any losses incurred in respect of any such investment
shall be deposited in the Custodial Account or the Escrow Account, by the
Servicer out of its own funds immediately as realized.

                                      21
<PAGE>

         Section 3.12 Title, Management and Disposition of REO Property.

         In the event that title to any Mortgaged Property is acquired in
foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale
shall be taken in the name of the Trustee (or MERS, as applicable), or in the
event the Trustee is not authorized or permitted to hold title to real property
in the state where the REO Property is located, or would be adversely affected
under the "doing business" or tax laws of such state by so holding title, the
deed or certificate of sale shall be taken in the name of such Person or
Persons as shall be consistent with an Opinion of Counsel obtained by the
Servicer from any attorney duly licensed to practice law in the state where the
REO Property is located. The Person or Persons holding such title other than
the Trustee shall acknowledge in writing that such title is being held as
nominee for the Trustee.

         The Servicer shall manage, conserve, protect and operate each REO
Property for the Trustee solely for the purpose of its prompt disposition and
sale. The Servicer, either itself or through an agent selected by the Servicer,
shall manage, conserve, protect and operate the REO Property in the same manner
that it manages, conserves, protects and operates other foreclosed property for
its own account, and in the same manner that similar property in the same
locality as the REO Property is managed. The Servicer shall attempt to sell the
same (and may temporarily rent the same for a period not greater than one year,
except as otherwise provided below) on such terms and conditions as the
Servicer deems to be in the best interest of the Trustee.

         Notwithstanding anything to the contrary contained in this Section
3.12, in connection with a foreclosure or acceptance of a deed in lieu of
foreclosure, in the event the Servicer has reasonable cause to believe that a
Mortgaged Property is contaminated by hazardous or toxic substances or wastes,
or if the Trustee or the Master Servicer otherwise requests, an environmental
inspection or review of such Mortgaged Property to be conducted by a qualified
inspector shall be arranged by the Servicer. Upon completion of the inspection,
the Servicer shall provide the Trustee and the Master Servicer with a written
report of such environmental inspection. In the event that the environmental
inspection report indicates that the Mortgaged Property is contaminated by
hazardous or toxic substances or wastes, the Servicer shall not proceed with
foreclosure or acceptance of a deed in lieu of foreclosure. In the event that
the environmental inspection report is inconclusive as to the whether or not
the Mortgaged Property is contaminated by hazardous or toxic substances or
wastes, the Servicer shall not, without the prior approval of the Trustee,
proceed with foreclosure or acceptance of a deed in lieu of foreclosure. In
such instance, the Trustee shall be deemed to have approved such foreclosure or
acceptance of a deed in lieu of foreclosure unless the Trustee notifies the
Servicer in writing, within two (2) Business Days after its receipt of written
notice of the proposed foreclosure or deed in lieu of foreclosure from the
Servicer, that it disapproves of the related foreclosure or acceptance of a
deed in lieu of foreclosure. The Servicer shall be reimbursed for all Servicing
Advances made pursuant to this paragraph with respect to the related Mortgaged
Property from the Custodial Account.

         The Servicer shall use its Best Efforts to dispose of the REO Property
as soon as possible and shall sell such REO Property in any event within three
years after title has been taken to such REO Property, unless (a) a REMIC
election has not been made with respect to the arrangement under which the
Mortgage Loans and the REO Property are held, and (b) the Servicer determines,
and gives an appropriate notice to the Master Servicer to such effect, that a

                                      22
<PAGE>

longer period is necessary for the orderly liquidation of such REO Property. If
a period longer than three years is permitted under the foregoing sentence and
is necessary to sell any REO Property, (i) the Servicer shall report monthly to
the Master Servicer as to the progress being made in selling such REO Property
and (ii) if, with the written consent of the Trustee, a purchase money mortgage
is taken in connection with such sale, such purchase money mortgage shall name
the Servicer as mortgagee, and such purchase money mortgage shall not be held
pursuant to this Agreement, but instead a separate participation agreement
among the Servicer and Trustee shall be entered into with respect to such
purchase money mortgage. Notwithstanding anything herein to the contrary, the
Servicer shall not be required to provide financing for the sale of any REO
Property.

         The Servicer shall also maintain on each REO Property fire and hazard
insurance with extended coverage in amount which is at least equal to the
maximum insurable value of the improvements which are a part of such property,
liability insurance and, to the extent required and available under the Flood
Disaster Protection Act of 1973, as amended, flood insurance in the amount
required above.

         Subject to the approval of the Master Servicer as described in this
paragraph, the disposition of REO Property shall be carried out by the Servicer
at such price, and upon such terms and conditions, as the Servicer deems to be
in the best interests of the Trust Fund. Prior to acceptance by the Servicer of
an offer to sell any REO Property, the Servicer shall notify the Master
Servicer and the Trustee of such offer in writing which notification shall set
forth all material terms of said offer (each a "Notice of Sale"). The Master
Servicer shall be deemed to have approved the sale of any REO Property unless
the Master Servicer notifies the Servicer in writing, within 2 Business Days
after its receipt of the related Notice of Sale, that it disapproves of the
related sale. With respect to any REO Property, upon a REO Disposition, the
Servicer shall be entitled to retain from REO Disposition Proceeds a
disposition fee equal to $1,250.

         The Servicer shall withdraw from the Custodial Account funds necessary
for the proper operation, management and maintenance of the REO Property,
including the cost of maintaining any hazard insurance pursuant to the FNMA
Guides. The Servicer shall make monthly distributions on each Remittance Date
to the Master Servicer of the net cash flow from the REO Property (which shall
equal the revenues from such REO Property net of the expenses described in this
Section 3.12 and of any reserves reasonably required from time to time to be
maintained to satisfy anticipated liabilities for such expenses).

                                      23
<PAGE>

         Section 3.13 Real Estate Owned Reports.

         Together with the statement furnished pursuant to Section 4.02, the
Servicer shall furnish to the Master Servicer on or before the Remittance Date
each month a statement with respect to any REO Property covering the operation
of such REO Property for the previous month and the Servicer's efforts in
connection with the sale of such REO Property and any rental of such REO
Property incidental to the sale thereof for the previous month. That statement
shall be accompanied by such other information as the Master Servicer shall
reasonably request.

         Section 3.14 MERS.

         (a) The Servicer shall take such actions as are necessary to cause the
Trustee to be clearly identified as the owner of each MERS Mortgage Loan on the
records of MERS for purposes of the system of recording transfers of beneficial
ownership of mortgages maintained by MERS.

         (b) The Servicer shall maintain in good standing its membership in
MERS. In addition, the Servicer shall comply with all rules, policies and
procedures of MERS, including the Rules of Membership, as amended, and the MERS
Procedures Manual, as amended.

         (c) With respect to all MERS Mortgage Loans serviced hereunder, the
Servicer shall promptly notify MERS as to any transfer of beneficial ownership
or release of any security interest in such Mortgage Loans.

         (d) With respect to all MERS Mortgage Loans serviced hereunder, the
Servicer shall notify MERS as to any transfer of servicing pursuant to Section
3.15 or Section 9.01 within 10 Business Days of such transfer of servicing. The
Servicer shall cooperate with the Trustee, the Master Servicer and any
successor Servicer to the extent necessary to ensure that such transfer of
servicing is appropriately reflected on the MERS system.

         Section 3.15 [Reserved.]

                                  ARTICLE IV.
                          PAYMENTS TO MASTER SERVICER

         Section 4.01 Remittances.

         On each Remittance Date the Servicer shall remit by wire transfer of
immediately available funds to the Master Servicer (a) all amounts deposited in
the Custodial Account as of the close of business on the last day of the
related Due Period (net of charges against or withdrawals from the Custodial
Account pursuant to Section 3.04), plus (b) all Monthly Advances, if any, which
the Servicer is obligated to make pursuant to Section 4.03, minus (c) any
amounts attributable to Principal Prepayments, Liquidation Proceeds, Insurance
Proceeds, Condemnation Proceeds or REO Disposition Proceeds received after the
applicable Prepayment Period, which amounts shall be remitted on the following
Remittance Date, together with any additional interest required to be deposited
in the Custodial Account in connection with such Principal Prepayment in
accordance with Section 3.03(vi), and minus (d) any amounts attributable to

                                      24
<PAGE>

Monthly Payments collected but due on a Due Date or Due Dates subsequent to the
first day of the month in which such Remittance Date occurs, which amounts
shall be remitted on the Remittance Date next succeeding the Due Date related
to such Monthly Payment.

         With respect to any remittance received by the Master Servicer after
the Business Day on which such payment was due, the Servicer shall pay to the
Master Servicer interest on any such late payment at an annual rate equal to
the Prime Rate, adjusted as of the date of each change, plus two (2) percentage
points, but in no event greater than the maximum amount permitted by applicable
law. Such interest shall be deposited in the Custodial Account by the Servicer
on the date such late payment is made and shall cover the period commencing
with the day following such Business Day and ending with the Business Day on
which such payment is made, both inclusive. Such interest shall be remitted
along with the distribution payable on the next succeeding Remittance Date. The
payment by the Servicer of any such interest shall not be deemed an extension
of time for payment or a waiver of any Event of Default by the Servicer.

         All remittances required to be made to the Master Servicer shall be
made to the following wire account or to such other account as may be specified
by the Master Servicer from time to time:

                  The Chase Manhattan Bank
                  New York, New York
                  ABA#: 021-000-021
                  Account Name: Aurora Loan Services Inc.
                                Master Servicing Payment Clearing Account
                  Account Number: 666-611059
                  Beneficiary: Aurora Loan Services Inc.
                  For further credit to: SASCO 2001-10A

         Section 4.02 Statements to Master Servicer.

         Not later than the tenth calendar day of each month, the Servicer
shall furnish to the Master Servicer (a) a monthly remittance advice containing
such information in the form of FNMA form 2010 or such other form as shall be
required by the FNMA Guides or by the Master Servicer as to the accompanying
remittance and the period ending on the last day of the preceding Determination
Date and (b) all such information required pursuant to clause (a) above on a
magnetic tape or other similar media reasonably acceptable to the Master
Servicer.

         The Servicer shall include in the monthly remittance advice
information regarding each Employee Mortgage Loan including, without
limitation, the related Retained Interest Rate and the amount of any related
Retained Interest included in the amounts remitted to the Master Servicer
pursuant to Section 4.01.

         In addition, not more than 60 days after the end of each calendar
year, commencing December 31, 2001, the Servicer shall furnish to each Person
who was an owner of the Mortgage Loans at any time during such calendar year as
required by applicable law or if not required by applicable law, at the request
of such owner as to the aggregate of remittances for the applicable portion of
such year.

                                      25
<PAGE>

         Such obligation of the Servicer shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided by
the Servicer pursuant to any requirements of the Internal Revenue Code as from
time to time are in force.

         Beginning with calendar year 2001, the Servicer shall prepare and file
any and all tax returns, information statements or other filings for the
portion of the tax year 2001 and the portion of subsequent tax years for which
the Servicer has serviced some or all of the Mortgage Loans hereunder as such
returns, information statements or other filings are required to be delivered
to any governmental taxing authority or to the Master Servicer pursuant to any
applicable law with respect to the Mortgage Loans and the transactions
contemplated hereby. In addition, the Servicer shall provide the Master
Servicer with such information concerning the Mortgage Loans as is necessary
for the Master Servicer to prepare the Trust Fund's federal income tax return
as the Master Servicer may reasonably request from time to time.

         Section 4.03 Monthly Advances by Servicer.

         The Servicer shall make Monthly Advances through the Remittance Date
immediately preceding the distribution of all Liquidation Proceeds and other
payments or recoveries (including Insurance Proceeds and Condemnation Proceeds)
with respect to the related Mortgage Loans.

                                  ARTICLE V.

                          GENERAL SERVICING PROCEDURES

         Section 5.01 Servicing Compensation.

         As consideration for servicing the Mortgage Loans subject to this
Agreement, the Servicer shall retain (a) the relevant Servicing Fee for each
Mortgage Loan remaining subject to this Agreement during any month and (b)
Ancillary Income. In addition, if at any time the Servicer is the Retained
Interest Holder with respect to any Mortgage Loans, then the Servicer, as the
Retained Interest Holder, shall retain an amount equal on the Retained Interest
relating to such Mortgage Loans; provided, that (i) the Master Servicer shall
have no obligation to make payment of the Retained Interest to the Servicer and
(ii) the Servicer's right to retain the Retained Interest is limited to (and
the Retained Interest may only be retained from) the interest portion
(including recoveries with respect to interest from Liquidation Proceeds to the
extent permitted by Section 3.02 of this Agreement) of the Monthly Payments
collected by the Servicer with respect to those Mortgage Loan for which payment
is in fact made of the entire amount of the Monthly Payment. The Servicing Fee
shall be payable monthly. The Servicing Fees shall be payable only at the time
of and with respect to those Mortgage Loans for which payment is in fact made
of the entire amount of the Monthly Payment or as otherwise provided in Section
3.04. The obligation of the Trustee to pay the Servicing Fees is limited as
provided in Section 3.04. The aggregate of the Servicing Fees payable to the
Servicer for any month with respect to the Mortgage Loans shall be reduced by
any Prepayment Interest Shortfall Amount with respect to such month.

                                      26
<PAGE>

         The Servicer shall be required to pay all expenses incurred by it in
connection with its servicing activities hereunder and shall not be entitled to
reimbursement thereof except as specifically provided for herein.

         Section 5.02 Annual Audit Report.

         On or before April 30 of each year, beginning with April 30, 2002,
Servicer shall, at its own expense, cause a firm of independent public
accountants (who may also render other services to Servicer), which is a member
of the American Institute of Certified Public Accountants, to furnish to the
Seller and Master Servicer (i) year-end audited (if available) financial
statements of the Servicer and (ii) a statement to the effect that such firm
has examined certain documents and records for the preceding fiscal year (or
during the period from the date of commencement of such servicer's duties
hereunder until the end of such preceding fiscal year in the case of the first
such certificate) and that, on the basis of such examination conducted
substantially in compliance with the Uniform Single Attestation Program for
Mortgage Bankers, such firm is of the opinion that Servicer's overall servicing
operations have been conducted in compliance with the Uniform Single
Attestation Program for Mortgage Bankers except for such exceptions that, in
the opinion of such firm, the Uniform Single Attestation Program for Mortgage
Bankers requires it to report, in which case such exceptions shall be set forth
in such statement.

         Section 5.03 Annual Officer's Certificate.

         On or before April 30 of each year, beginning with April 30, 2002, the
Servicer, at its own expense, will deliver to the Seller and Master Servicer a
Servicing Officer's certificate stating, as to each signer thereof, that (i) a
review of the activities of the Servicer during such preceding fiscal year and
of performance under this Agreement has been made under such officers'
supervision, and (ii) to the best of such officers' knowledge, based on such
review, the Servicer has fulfilled all its obligations under this Agreement for
such year, or, if there has been a default in the fulfillment of all such
obligations, specifying each such default known to such officers and the nature
and status thereof including the steps being taken by the Servicer to remedy
such default.

         Section 5.04 Transfers of Mortgaged Property.

         The Servicer shall use its best efforts to enforce any "due-on-sale"
provision contained in any Mortgage or Mortgage Note and to deny assumption by
the person to whom the Mortgaged Property has been or is about to be sold
whether by absolute conveyance or by contract of sale, and whether or not the
Mortgagor remains liable on the Mortgage and the Mortgage Note; provided that,
if in the Servicer's prudent business judgment, it determines that an
assumption of the Mortgage Loan is in the best interests of the Trust Fund, it
shall deliver notice of such determination to the Master Servicer and may
permit such assumption if approved by the Master Servicer. When the Mortgaged
Property has been conveyed by the Mortgagor, the Servicer shall, to the extent
it has knowledge of such conveyance, so long as the Master Servicer has not
consented to an assumption in accordance with the preceding sentence, exercise
its rights to accelerate the maturity of such Mortgage Loan under the
"due-on-sale" clause applicable thereto, provided, however, that the Servicer
shall not be required to take such action if the Servicer, in its prudent

                                      27
<PAGE>

business judgment, believes it is not in the best interests of the Trust Fund
and shall not exercise such rights if prohibited by law from doing so or if the
exercise of such rights would impair or threaten to impair any recovery under
the related PMI Policy or LPMI Policy, if any.

         If the Servicer reasonably believes it is unable under applicable law
to enforce such "due-on-sale" clause or if the Master Servicer approves such
assumption pursuant to the preceding paragraph, the Servicer shall enter into
(i) an assumption and modification agreement with the person to whom such
property has been conveyed, pursuant to which such person becomes liable under
the Mortgage Note and the original Mortgagor remains liable thereon or (ii) in
the event the Servicer is unable under applicable law to require that the
original Mortgagor remain liable under the Mortgage Note and the Servicer has
the prior consent of the primary mortgage guaranty insurer, a substitution of
liability agreement with the owner of the Mortgaged Property pursuant to which
the original Mortgagor is released from liability and the owner of the
Mortgaged Property is substituted as Mortgagor and becomes liable under the
Mortgage Note; provided that no such substitutions should be permitted unless
such person satisfies the underwriting criteria of the Servicer and has a
credit risk rating at least equal to that of the original Mortgagor. The
Mortgage Loan, as assumed, shall conform in all respects to the requirements,
representations and warranties of this Agreement. The Servicer shall notify the
Master Servicer that any such assumption or substitution agreement has been
contemplated by forwarding to the Master Servicer a copy of such assumption or
substitution agreement (indicating the Mortgage File to which it relates). The
Servicer shall forward an original copy of such agreement to the Custodian to
be held by the Custodian with the other documents related to such Mortgage
Loan. The Servicer shall be responsible for recording any such assumption or
substitution agreements. In connection with any such assumption or substitution
agreement, the Monthly Payment on the related Mortgage Loan shall not be
changed but shall remain as in effect immediately prior to the assumption or
substitution, the Mortgage Interest Rate, the stated maturity or the
outstanding principal amount of such Mortgage Loan shall not be changed nor
shall any required monthly payments of principal or interest be deferred or
forgiven. Any assumption fee collected by the Servicer for entering into an
assumption agreement shall be retained by the Servicer as additional servicing
compensation. In connection with any such assumption, neither the Mortgage
Interest Rate borne by the related Mortgage Note, the term of the Mortgage Loan
nor the outstanding principal amount of the Mortgage Loan shall be changed.

                                  ARTICLE VI.

                          REPRESENTATIONS, WARRANTIES
                                 AND AGREEMENTS

         Section 6.01 Representations, Warranties and Agreements of the
Servicer.

         The Servicer, as a condition to the consummation of the transactions
contemplated hereby, hereby makes the following representations and warranties
to the Seller as of the Closing Date:

         (a) Due Organization and Authority. The Servicer is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all licenses necessary to carry on its business as now being
conducted and is licensed, qualified and in good standing in each state where a

                                      28
<PAGE>

Mortgaged Property is located if the laws of such state require licensing or
qualification in order to conduct business of the type conducted by the
Servicer, and in any event the Servicer is in compliance with the laws of any
such state to the extent necessary to ensure the enforceability of the terms of
this Agreement; the Servicer has the full power and authority to execute and
deliver this Agreement and to perform in accordance herewith; the execution,
delivery and performance of this Agreement (including all instruments of
transfer to be delivered pursuant to this Agreement) by the Servicer and the
consummation of the transactions contemplated hereby have been duly and validly
authorized; this Agreement evidences the valid, binding and enforceable
obligation of the Servicer and all requisite action has been taken by the
Servicer to make this Agreement valid and binding upon the Servicer in
accordance with its terms;

         (b) Ordinary Course of Business. The consummation of the transactions
contemplated by this Agreement are in the ordinary course of business of the
Servicer;

         (c) No Conflicts. Neither the execution and delivery of this
Agreement, the acquisition of the servicing responsibilities by the Servicer or
the transactions contemplated hereby, nor the fulfillment of or compliance with
the terms and conditions of this Agreement, will conflict with or result in a
breach of any of the terms, conditions or provisions of the Servicer's
organizational documents or any legal restriction or any agreement or
instrument to which the Servicer is now a party or by which it is bound, or
constitute a default or result in an acceleration under any of the foregoing,
or result in the violation of any law, rule, regulation, order, judgment or
decree to which the Servicer or its property is subject, or impair the ability
of the Servicer to service the Mortgage Loans, or impair the value of the
Mortgage Loans;

         (d) Ability to Perform. The Servicer does not believe, nor does it
have any reason or cause to believe, that it cannot perform each and every
covenant contained in this Agreement;

         (e) No Litigation Pending. There is no action, suit, proceeding or
investigation pending or threatened against the Servicer which, either in any
one instance or in the aggregate, may result in any material adverse change in
the business, operations, financial condition, properties or assets of the
Servicer, or in any material impairment of the right or ability of the Servicer
to carry on its business substantially as now conducted, or in any material
liability on the part of the Servicer, or which would draw into question the
validity of this Agreement or of any action taken or to be taken in connection
with the obligations of the Servicer contemplated herein, or which would be
likely to impair materially the ability of the Servicer to perform under the
terms of this Agreement;

         (f) No Consent Required. No consent, approval, authorization or order
of any court or governmental agency or body is required for the execution,
delivery and performance by the Servicer of or compliance by the Servicer with
this Agreement;

         (g) Ability to Service. The Servicer is an FHA Approved Mortgagee, a
VA Approved Lender and an approved seller/servicer of conventional residential
mortgage loans for FNMA, FHLMC or GNMA, with the facilities, procedures, and
experienced personnel necessary for the sound servicing of mortgage loans of
the same type as the Mortgage Loans. The Servicer is in good standing to

                                      29
<PAGE>

service mortgage loans for the FHA and the VA and either FNMA, FHLMC or GNMA.
The Servicer is a member in good standing of the MERS system;

         (h) No Untrue Information. Neither this Agreement nor any statement,
report or other document furnished or to be furnished pursuant to this
Agreement or in connection with the transactions contemplated hereby contains
any untrue statement of fact or omits to state a fact necessary to make the
statements contained therein not misleading; and

         (i) No Commissions to Third Parties. The Servicer has not dealt with
any broker or agent or anyone else who might be entitled to a fee or commission
in connection with this transaction other than the Seller.

         Section 6.02 Remedies for Breach of Representations and Warranties of
the Servicer.

         It is understood and agreed that the representations and warranties
set forth in Section 6.01 shall survive the engagement of the Servicer to
perform the servicing responsibilities as of the Closing Date or Servicing
Transfer Date, as applicable, hereunder and the delivery of the Servicing Files
to the Servicer and shall inure to the benefit of the Seller and the Trustee.
Upon discovery by either the Servicer, the Master Servicer or the Seller of a
breach of any of the foregoing representations and warranties which materially
and adversely affects the ability of the Servicer to perform its duties and
obligations under this Agreement or otherwise materially and adversely affects
the value of the Mortgage Loans, the Mortgaged Property or the priority of the
security interest on such Mortgaged Property or the interest of the Seller or
the Trustee, the party discovering such breach shall give prompt written notice
to the other.

         Within 60 days of the earlier of either discovery by or notice to the
Servicer of any breach of a representation or warranty set forth in Section
6.01 which materially and adversely affects the ability of the Servicer to
perform its duties and obligations under this Agreement or otherwise materially
and adversely affects the value of the Mortgage Loans, the Mortgaged Property
or the priority of the security interest on such Mortgaged Property, the
Servicer shall use its Best Efforts promptly to cure such breach in all
material respects and, if such breach cannot be cured, the Servicer shall, at
the Trustee's or the Master Servicer's option, assign the Servicer's rights and
obligations under this Agreement (or respecting the affected Mortgage Loans) to
a successor Servicer. Such assignment shall be made in accordance with Sections
9.01 and 9.02.

         In addition, the Servicer shall indemnify the Seller and the Master
Servicer and hold each of them harmless against any Costs resulting from any
claim, demand, defense or assertion based on or grounded upon, or resulting
from, a breach of the Servicer representations and warranties contained in this
Agreement. It is understood and agreed that the remedies set forth in this
Section 6.02 constitute the sole remedies of the Master Servicer and the
Trustee respecting a breach of the foregoing representations and warranties.

         Any cause of action against the Servicer relating to or arising out of
the breach of any representations and warranties made in Section 6.01 shall
accrue upon (i) discovery of such breach by the Servicer or notice thereof by
the Seller or Master Servicer to the Servicer, (ii) failure by the Servicer to

                                      30
<PAGE>

cure such breach within the applicable cure period, and (iii) demand upon the
Servicer by the Seller or the Master Servicer for compliance with this
Agreement.

         Section 6.03 Additional Indemnification by the Servicer; Third Party
Claims.

         The Servicer shall indemnify the Seller, the Master Servicer and the
Trust Fund and hold them harmless against any and all Costs that the
indemnified party may sustain in any way related to (i) the failure of the
Servicer to perform its duties and service the Mortgage Loans in material
compliance with the terms of this Agreement or (ii) the failure of the Servicer
to cause any event to occur which requires its "Best Efforts" under this
Agreement. The Servicer shall immediately notify the Seller, the Master
Servicer, the Trustee, or any other relevant party if a claim is made by a
third party with respect to this Agreement or the Mortgage Loans, assume (with
the prior written consent of the indemnified party) the defense of any such
claim and pay all expenses in connection therewith, including counsel fees,
promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or any indemnified party in respect of such claim and follow any
written instructions received from such indemnified party in connection with
such claim. Each indemnified party, as applicable, promptly shall reimburse the
Servicer for all amounts advanced by it pursuant to the preceding sentence
except when the claim is in any way related to the Servicer's indemnification
pursuant to Section 6.02, or the failure of the Servicer to service and
administer the Mortgage Loans in material compliance with the terms of this
Agreement. In the event a dispute arises between an indemnified party and the
Servicer with respect to any of the rights and obligations of the parties
pursuant to this Agreement, and such dispute is adjudicated in a court of law,
by an arbitration panel or any other judicial process, then the losing party
shall indemnify and reimburse the winning party for all attorney's fees and
other costs and expenses related to the adjudication of said dispute.

                                  ARTICLE VII.

                                  THE SERVICER

         Section 7.01 Merger or Consolidation of the Servicer.

         The Servicer shall keep in full effect its existence, rights and
franchises as a corporation, and shall obtain and preserve its qualification to
do business as a foreign entity in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement or any of the Mortgage Loans and to perform
its duties under this Agreement.

         Any Person into which the Servicer may be merged or consolidated, or
any corporation resulting from any merger, conversion or consolidation to which
the Servicer shall be a party, or any Person succeeding to the business of the
Servicer, shall be the successor of the Servicer hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding, provided,
however, that the successor or surviving Person shall be an institution (i)
having a net worth of not less than $25,000,000, and (ii) which is a FNMA-,
FHLMC-, and GNMA-approved servicer in good standing and an FHA approved
Mortgagee and a VA Approved Lender.

                                      31
<PAGE>

         Section 7.02 Limitation on Liability of the Servicer and Others.

         Neither the Servicer nor any of the directors, officers, employees or
agents of the Servicer shall be under any liability to the Seller, the Master
Servicer or the Trustee for any action taken or for refraining from the taking
of any action in good faith pursuant to this Agreement, or for errors in
judgment, provided, however, that this provision shall not protect the Servicer
or any such person against any breach of warranties or representations made
herein, or failure to perform its obligations in strict compliance with any
standard of care set forth in this Agreement, or any liability which would
otherwise be imposed by reason of any breach of the terms and conditions of
this Agreement. The Servicer and any director, officer, employee or agent of
the Servicer may rely in good faith on any document of any kind prima facie
properly executed and submitted by any Person respecting any matters arising
hereunder. The Servicer shall not be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its duties to
service the Mortgage Loans in accordance with this Agreement and which in its
opinion may involve it in any expense or liability, provided, however, that the
Servicer may, with the consent of the Master Servicer, undertake any such
action which it may deem necessary or desirable in respect of this Agreement
and the rights and duties of the parties hereto. In such event, the Servicer
shall be entitled to reimbursement from the Trust Fund for the reasonable legal
expenses and costs of such action.

         Section 7.03 Limitation on Resignation and Assignment by the Servicer.

         The Seller has entered into this Agreement with the Servicer in
reliance upon the independent status of the Servicer, and the representations
as to the adequacy of its servicing facilities, plant, personnel, records and
procedures, its integrity, reputation and financial standing, and the
continuance thereof. Therefore, the Servicer shall neither assign its rights
under this Agreement or the servicing hereunder nor delegate its duties
hereunder or any portion thereof, or sell or otherwise dispose of all or
substantially all of its property or assets without, in each case, the prior
written consent of the Seller and the Master Servicer, which consent, in the
case of an assignment of rights or delegation of duties, shall be granted or
withheld in the discretion of the Seller and the Master Servicer, and which
consent, in the case of a sale or disposition of all or substantially all of
the property or assets of the Servicer, shall not be unreasonably withheld;
provided, that in each case, there must be delivered to the Master Servicer and
the Trustee a letter from each Rating Agency to the effect that such transfer
of servicing or sale or disposition of assets will not result in a
qualification, withdrawal or downgrade of the then-current rating of any of the
Certificates. Notwithstanding the foregoing, the Servicer, without the consent
of the Seller, the Master Servicer or the Trustee, may retain third party
contractors to perform certain servicing and loan administration functions,
including without limitation, hazard insurance administration, tax payment and
administration, flood certification and administration, collection services and
similar functions; provided, that the retention of such contractors by Servicer
shall not limit the obligation of the Servicer to service the Mortgage Loans
pursuant to the terms and conditions of this Agreement.

         The Servicer shall not resign from the obligations and duties hereby
imposed on it except by mutual consent of the Servicer and the Master Servicer
or upon the determination that its duties hereunder are no longer permissible
under applicable law and such incapacity cannot be cured by the Servicer. Any
such determination permitting the resignation of the Servicer shall be

                                      32
<PAGE>

evidenced by an Opinion of Counsel to such effect delivered to the Master
Servicer and the Trustee which Opinion of Counsel shall be in form and
substance acceptable to the Master Servicer and the Trustee. No such
resignation shall become effective until a successor shall have assumed the
Servicer's responsibilities and obligations hereunder in the manner provided in
Section 9.01.

         Without in any way limiting the generality of this Section 7.03, in
the event that the Servicer either shall assign this Agreement or the servicing
responsibilities hereunder or delegate its duties hereunder or any portion
thereof or sell or otherwise dispose of all or substantially all of its
property or assets, without the prior written consent of the Seller and the
Master Servicer, then the Seller or the Master Servicer shall have the right to
terminate this Agreement upon notice given as set forth in Section 8.01,
without any payment of any penalty or damages and without any liability
whatsoever to the Servicer or any third party.

                                 ARTICLE VIII.

                                  TERMINATION

         Section 8.01 Termination for Cause.

         This Agreement shall be terminable at the option of the Seller or the
Master Servicer if any of the following events of default exist on the part of
the Servicer:

              (i) any failure by the Servicer to remit to the Master Servicer
any payment required to be made under the terms of this Agreement which
continues unremedied for a period of two Business Days after the date upon
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Servicer by the Master Servicer; or

              (ii) failure by the Servicer duly to observe or perform in any
material respect any other of the covenants or agreements on the part of the
Servicer set forth in this Agreement which continues unremedied for a period of
30 days; or

              (iii) failure by the Servicer to maintain its license to do
business or service residential mortgage loans in any jurisdiction, if required
by such jurisdiction, where the Mortgaged Properties are located; or

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

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

                                      33
<PAGE>

              (vi) the Servicer shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of any
applicable insolvency, bankruptcy or reorganization statute, make an assignment
for the benefit of its creditors, voluntarily suspend payment of its
obligations or cease its normal business operations for three Business Days; or

              (vii) the Servicer ceases to meet the qualifications of a FNMA,
FHLMC or GNMA lender/servicer or ceases to be an FHA Approved Mortgagee or
ceases to be a VA Approved Lender; or

              (viii) the Servicer attempts to assign the servicing of the
Mortgage Loans or its right to servicing compensation hereunder or the Servicer
attempts to sell or otherwise dispose of all or substantially all of its
property or assets or to assign this Agreement or the servicing
responsibilities hereunder or to delegate its duties hereunder or any portion
thereof, in each case without complying fully with the provisions of Section
7.03.

         In each and every such case, so long as an event of default shall not
have been remedied, in addition to whatever rights the Seller or the Master
Servicer may have at law or equity to damages, including injunctive relief and
specific performance, the Seller or the Master Servicer, by notice in writing
to the Servicer, may terminate all the rights and obligations of the Servicer
under this Agreement and in and to the servicing contract established hereby
and the proceeds thereof.

         Upon receipt by the Servicer of such written notice, all authority and
power of the Servicer under this Agreement, whether with respect to the
Mortgage Loans or otherwise, shall pass to and be vested in a successor
Servicer appointed by the Seller and the Master Servicer. Upon written request
from the Seller, the Servicer shall prepare, execute and deliver to the
successor entity designated by the Seller any and all documents and other
instruments, place in such successor's possession all Servicing Files, and do
or cause to be done all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, including but not limited to the
transfer and endorsement or assignment of the Mortgage Loans and related
documents, at the Servicer's sole expense. The Servicer shall cooperate with
the Seller and the Master Servicer and such successor in effecting the
termination of the Servicer's responsibilities and rights hereunder, including
without limitation, the transfer to such successor for administration by it of
all cash amounts which shall at the time be credited by the Servicer to the
Custodial Account or Escrow Account or thereafter received with respect to the
Mortgage Loans.

         By a written notice, the Seller and the Master Servicer may waive any
default by the Servicer in the performance of its obligations hereunder and its
consequences. Upon any waiver of a past default, such default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
remedied for every purpose of this Agreement. No such waiver shall extend to
any subsequent or other default or impair any right consequent thereon except
to the extent expressly so waived.

         Section 8.02 Termination Without Cause.

         This Agreement shall terminate upon: (i) the later of (a) the
distribution of the final payment or liquidation proceeds on the last Mortgage
Loan to the Master Servicer (or advances by the Servicer for the same), and (b)

                                      34
<PAGE>

the disposition of all REO Property acquired upon foreclosure of the last
Mortgage Loan and the remittance of all funds due hereunder, (ii) mutual
consent of the Servicer, Seller and the Master Servicer in writing or (iii) at
the sole discretion of the Seller (acting in its capacity as owner of the
servicing rights relating to the Mortgage Loans). Any such termination pursuant
to clause (iii) above shall be with 30 days' prior notice, in writing and
delivered to the Trustee, the Master Servicer and the Servicer by registered
mail to the addresses set forth in Section 9.03 of this Agreement (in the case
of the Servicer) or in the Trust Agreement (in the case of the Trustee or the
Master Servicer). The Servicer shall comply with the termination procedures set
forth in Sections 7.03, 8.01 and 9.01 hereof. The Master Servicer or the
Trustee shall have no right to terminate the Servicer pursuant to this Section
8.02.

                                  ARTICLE IX.

                            MISCELLANEOUS PROVISIONS

         Section 9.01 Successor to the Servicer.

         Simultaneously with the termination of the Servicer's responsibilities
and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.01 or
8.02(ii), the Master Servicer shall (i) succeed to and assume all of the
Servicer's responsibilities, rights, duties and obligations under this
Agreement, or (ii) appoint a successor having the characteristics set forth in
clauses (i) and (ii) of Section 7.01 and which shall succeed to all rights and
assume all of the responsibilities, duties and liabilities of the Servicer
under this Agreement simultaneously with the termination of the Servicer's
responsibilities, duties and liabilities under this Agreement; or (b) pursuant
to a termination under Section 8.02(iii), the Seller shall appoint a successor
having the characteristics set forth in clauses (i) and (ii) of Section 7.01
and which shall succeed to all rights and assume all of the responsibilities,
duties and liabilities of the Servicer under this Agreement simultaneously with
the termination of the Servicer's responsibilities, duties and liabilities
under this Agreement. Any successor to the Servicer shall be subject to the
approval of the Master Servicer and, to the extent required by the Trust
Agreement, the Trustee, shall be a member in good standing of the MERS system
(if any of the Mortgage Loans are MERS Eligible Mortgage Loans, unless such
Mortgage Loans are withdrawn from MERS and Assignments of Mortgage are recorded
in favor of the Trustee at the expense of the successor Servicer) and shall be
an FHA Approved Mortgagee and a VA Approved Lender. Any approval of a successor
servicer by the Master Servicer and, to the extent required by the Trust
Agreement, the Trustee, shall, if the successor servicer is not at that time a
servicer of other Mortgage Loans for the Trust Fund, be conditioned upon the
receipt by the Master Servicer and the Trustee of a letter from each Rating
Agency to the effect that such transfer of servicing will not result in a
qualification, withdrawal or downgrade of the then-current rating of any of the
Certificates. In addition, with respect to any FHA Loans serviced hereunder,
the Servicer shall provide notice of such change in servicers to HUD on HUD
form 92080 or such other form as prescribed by HUD, within 10 days after such
transfer of servicing. In connection with such appointment and assumption, the
Master Servicer or the Seller, as applicable, may make such arrangements for
the compensation of such successor out of payments on Mortgage Loans as it and
such successor shall agree, provided, however, that no such compensation shall
be in excess of that permitted the Servicer under this Agreement. In the event
that the Servicer's duties, responsibilities and liabilities under this

                                      35
<PAGE>

Agreement should be terminated pursuant to the aforementioned sections, the
Servicer shall discharge such duties and responsibilities during the period
from the date it acquires knowledge of such termination until the effective
date thereof with the same degree of diligence and prudence which it is
obligated to exercise under this Agreement, and shall take no action whatsoever
that might impair or prejudice the rights or financial condition of its
successor. The resignation or removal of the Servicer pursuant to the
aforementioned sections shall not become effective until a successor shall be
appointed pursuant to this Section 9.01 and shall in no event relieve the
Servicer of the representations and warranties made pursuant to Sections 6.01
and the remedies available to the Master Servicer and the Seller under Section
6.02 and 6.03, it being understood and agreed that the provisions of such
Sections 6.01, 6.02 and 6.03 shall be applicable to the Servicer
notwithstanding any such resignation or termination of the Servicer, or the
termination of this Agreement.

         Within a reasonable period of time, but in no event longer than 30
days of the appointment of a successor entity, the Servicer shall prepare,
execute and deliver to the successor entity any and all documents and other
instruments, place in such successor's possession all Servicing Files, and do
or cause to be done all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, including but not limited to the
transfer and endorsement of the Mortgage Notes and related documents, and the
preparation and recordation of Assignments of Mortgage. The Servicer shall
cooperate with the Trustee, the Master Servicer or the Seller, as applicable,
and such successor in effecting the termination of the Servicer's
responsibilities and rights hereunder and the transfer of servicing
responsibilities to the successor Servicer, including without limitation, the
transfer to such successor for administration by it of all cash amounts which
shall at the time be credited by the Servicer to the Custodial Account or
Escrow Account or thereafter received with respect to the Mortgage Loans.

         Any successor appointed as provided herein shall execute, acknowledge
and deliver to the Trustee, the Servicer, the Master Servicer and the Seller an
instrument (i) accepting such appointment, wherein the successor shall make the
representations and warranties set forth in Section 6.01 (including a
representation that the successor Servicer is a member of MERS, unless none of
the Mortgage Loans are MERS Mortgage Loans or MERS Eligible Mortgage Loans or
any such Mortgage Loans have been withdrawn from MERS and Assignments of
Mortgage are recorded in favor of the Trustee) and (ii) an assumption of the
due and punctual performance and observance of each covenant and condition to
be performed and observed by the Servicer under this Agreement, whereupon such
successor shall become fully vested with all the rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer, with like effect
as if originally named as a party to this Agreement. Any termination or
resignation of the Servicer or termination of this Agreement pursuant to
Sections 6.02, 7.03, 8.01 or 8.02 shall not affect any claims that the Master
Servicer or the Trustee may have against the Servicer arising out of the
Servicer's actions or failure to act prior to any such termination or
resignation. In addition, in the event any successor Servicer is appointed
pursuant to Section 8.02(iii) of this Agreement, such successor Servicer must
satisfy the conditions relating to the transfer of servicing set forth in the
Trust Agreement.

         The Servicer shall deliver promptly to the successor Servicer the
funds in the Custodial Account and Escrow Account and all Mortgage Loan
documents and related documents and statements held by it hereunder and the
Servicer shall account for all funds and shall execute and deliver such

                                      36
<PAGE>

instruments and do such other things as may reasonably be required to more
fully and definitively vest in the successor all such rights, powers, duties,
responsibilities, obligations and liabilities of the Servicer.

         Upon a successor's acceptance of appointment as such, the Servicer
shall notify the Trustee, the Seller and Master Servicer of such appointment in
accordance with the procedures set forth in Section 9.03.

         Section 9.02 Costs.

         The Seller shall pay any legal fees and expenses of its attorneys.
Costs and expenses incurred in connection with the transfer of the servicing
responsibilities, including fees for delivering Servicing Files, shall be paid
by the Seller. Subject to Sections 2.02 and 3.01(a), the Depositor shall pay
the costs associated with the preparation, delivery and recording of
Assignments of Mortgages.

         Section 9.03 Notices.

         All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given if sent by facsimile or mailed by
overnight courier, addressed as follows (or such other address as may hereafter
be furnished to the other party by like notice):

              (i) if to the Seller:

              Lehman Capital, A Division of
              Lehman Brothers Holdings Inc.
              Three World Financial Center
              New York, New York  10285
              Attention: Manager, Contract Finance
              Telephone No.: (212) 526-5837
              Telecopier No.: (212) 526-6154

              (ii) if to the Servicer:

              Aurora Loan Services Inc.
              2530 South Parker Road
              Suite 601
              Aurora, Colorado  80014
              Attention:  Rick Skogg
              Telephone No.: (303) 632-3000
              Telecopier No.: (303) 632-3001

              and

                                      37
<PAGE>

              Aurora Loan Services Inc.
              601 Fifth Avenue
              P.O. Box 1706
              Scottsbluff, Nebraska  69361
              Attention:  Manager, Loan Administration
              Telephone No.: (308) 635-3500
              Telecopier No.: (308) 220-2747

              (iii) if to the Master Servicer:

              Aurora Loan Services Inc.
              2530 South Parker Road
              Suite 601
              Aurora, Colorado 80014
              Attention:  E. Todd Whittemore
              Telephone No.: (303) 632-3422
              Telecopier No.: (303) 632-3123

         Any such demand, notice or communication hereunder shall be deemed to
have been received on the date delivered to or received at the premises of the
addressee.

         Section 9.04 Severability Clause.

         Any part, provision, representation or warranty of this Agreement
which is prohibited or which is held to be void or unenforceable shall be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof. Any part, provision,
representation or warranty of this Agreement which is prohibited or
unenforceable or is held to be void or unenforceable in any jurisdiction shall
be ineffective, as to such jurisdiction, to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction as to any Mortgage
Loan shall not invalidate or render unenforceable such provision in any other
jurisdiction. To the extent permitted by applicable law, the parties hereto
waive any provision of law which prohibits or renders void or unenforceable any
provision hereof. If the invalidity of any part, provision, representation or
warranty of this Agreement shall deprive any party of the economic benefit
intended to be conferred by this Agreement, the parties shall negotiate, in
good-faith, to develop a structure the economic effect of which is as close as
possible to the economic effect of this Agreement without regard to such
invalidity.

         Section 9.05 No Personal Solicitation.

         From and after the Closing Date, the Servicer hereby agrees that it
will not take any action or permit or cause any action to be taken by any of
its agents or affiliates, or by any independent contractors on the Servicer's
behalf, to personally, by telephone or mail, solicit the borrower or obligor
under any Mortgage Loan (on a targeted basis) for any purposes of prepayment,
refinancing or modification of the related Mortgage Loan, provided, however,
that this limitation shall not prohibit Servicer from soliciting such Mortgagor
for purposes of prepayment, refinance or modification of any loan owned or

                                      38
<PAGE>

serviced by Servicer other than a Mortgage Loan. It is understood and agreed
that, among other marketing activities, promotions undertaken by Servicer which
are directed of the general public at large or which are directed generally to
a segment of the then existing customers of Servicer or any of its direct or
indirect subsidiaries (including, without limitation, the mailing of
promotional materials to Servicer's deposit customers by inserting such
materials into customer account statements, mass mailings based on commercially
acquired mailing lists and newspaper, radio and television advertisements)
shall not constitute solicitation under this section. In the event the Servicer
does refinance any Mortgage Loan as a result of a violation of the requirements
set forth in this Section 9.05, Servicer hereby agrees to pay to the Trust Fund
an amount equal to the difference, if any, between the amount that the Trust
Fund would have received if it had sold the Mortgage Loan to a third party, and
the proceeds received by the Trust Fund as a result of such refinancing.

         Section 9.06 Counterparts.

         This Agreement may be executed simultaneously in any number of
counterparts. Each counterpart shall be deemed to be an original, and all such
counterparts shall constitute one and the same instrument.

         Section 9.07 Place of Delivery and Governing Law.

         This Agreement shall be deemed in effect when a fully executed
counterpart thereof is received by the Seller in the State of New York and
shall be deemed to have been made in the State of New York. THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
NOTWITHSTANDING NEW YORK OR OTHER CHOICE OF LAW RULES TO THE CONTRARY.

         Section 9.08 Further Agreements.

         The Seller and the Servicer each agree to execute and deliver to the
other such reasonable and appropriate additional documents, instruments or
agreements as may be necessary or appropriate to effectuate the purposes of
this Agreement.

         Section 9.09 Intention of the Parties.

         It is the intention of the parties that the Seller is conveying, and
the Servicer is receiving only a contract for servicing the Mortgage Loans.
Accordingly, the parties hereby acknowledge that the Trust Fund remains the
sole and absolute owner of the Mortgage Loans and all rights (other than the
servicing rights) related thereto.

         Section 9.10 Successors and Assigns; Assignment of Servicing
Agreement.

         This Agreement shall bind and inure to the benefit of and be
enforceable by the Servicer, the Seller, the Trustee and the Master Servicer
and their respective successors and assigns. This Agreement shall not be
assigned, pledged or hypothecated by the Servicer to a third party except in
accordance with Section 7.03.

                                      39
<PAGE>

         Section 9.11 Assignment by Lehman Capital.

         The Seller shall have the right, upon notice to but without the
consent of the Servicer, to assign, in whole or in part, its interest under
this Agreement to the Depositor, which in turn shall assign such rights to the
Trustee, and the Trustee then shall succeed to all rights of the Seller under
this Agreement. All references to the Seller in this Agreement shall be deemed
to include its assignee or designee and any subsequent assignee or designee,
specifically including the Trustee, except with respect to the Seller's
retained servicing rights pursuant to Section 8.02(iii).

         Section 9.12 [Reserved.]

         Section 9.13 Waivers.

         No term or provision of this Agreement may be waived or modified
unless such waiver or modification is in writing and signed by the party
against whom such waiver or modification is sought to be enforced.

         Section 9.14 Exhibits.

         The exhibits to this Agreement are hereby incorporated and made a part
hereof and are an integral part of this Agreement.

         Section 9.15 General Interpretive Principles.

         For purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires:

         (a) the terms defined in this Agreement have the meanings assigned to
them in this Agreement and include the plural as well as the singular, and the
use of any gender herein shall be deemed to include the other gender;

         (b) accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles;

         (c) references herein to "Articles", "Sections", "Subsections",
"Paragraphs", and other subdivisions without reference to a document are to
designated Articles, Sections, Subsections, Paragraphs and other subdivisions
of this Agreement;

         (d) a reference to a Subsection without further reference to a Section
is a reference to such Subsection as contained in the same Section in which the
reference appears, and this rule shall also apply to Paragraphs and other
subdivisions;

         (e) the words "herein", "hereof", "hereunder" and other words of
similar import refer to this Agreement as a whole and not to any particular
provision; and

         (f) the term "include" or "including" shall mean by reason of
enumeration.

                                      40
<PAGE>

         Section 9.16 Reproduction of Documents.

         This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications which may hereafter be
executed, (b) documents received by any party at the closing, and (c) financial
statements, certificates and other information previously or hereafter
furnished, may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties agree
that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.































                                      41
<PAGE>

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


                                        LEHMAN CAPITAL, A DIVISION OF
                                             LEHMAN BROTHERS HOLDINGS INC.,
                                             as Seller



                                        By: /s/ Stanley Labanowski
                                            --------------------------------
                                            Name:  Stanley Labanowski
                                            Title: Authorized Signatory



                                        AURORA LOAN SERVICES INC.,
                                             as Servicer



                                        By: /s/ Rick Skogg
                                           ---------------------------------
                                           Name:  Rick Skogg
                                           Title: President



                                        AURORA LOAN SERVICES INC.,
                                             as Master Servicer



                                        By: /s/ E. Todd Whittemore
                                           ---------------------------------
                                           Name:  E. Todd Whittemore
                                           Title: Executive Vice President



Acknowledged By:

THE CHASE MANHATTAN BANK,
     as Trustee


By: /s/ Kimberly K. Costa
    --------------------------
     Name: Kimberly K. Costa
     Title:   Vice President
<PAGE>

                                   EXHIBIT A

                             MORTGAGE LOAN SCHEDULE

                                   Schedule 1

                (retained in a separate closing binder entitled
                      "SASCO 2001-10A Lehman Brothers Bank
                  Mortgage Loan Schedule" at McKee Nelson LLP)



































                                      A-1
<PAGE>

                                   EXHIBIT A

                             MORTGAGE LOAN SCHEDULE

                                   Schedule 2

                (retained in a separate closing binder entitled
                    "SASCO 2001-10A Mortgage Loan Schedule"
                              at McKee Nelson LLP)








































                                      A-1
<PAGE>

                                   EXHIBIT B

                       CUSTODIAL ACCOUNT LETTER AGREEMENT


                                                               _______ __, 20__

To:
   ------------------------

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

---------------------------
(the "Depository")

         As Servicer under the Servicing Agreement, dated as of June 1, 2001
(the "Agreement"), we hereby authorize and request you to establish an account,
as a Custodial Account pursuant to Section 3.03 of the Agreement, to be
designated as "Aurora Loan Services Inc., in trust for the Master Servicer for
Structured Asset Securities Corporation 2001-10A." All deposits in the account
shall be subject to withdrawal therefrom by order signed by the Servicer. This
letter is submitted to you in duplicate. Please execute and return one original
to us.



                                     AURORA LOAN SERVICES INC.



                                     By:
                                        ----------------------------------
                                     Name:
                                     Title:


         The undersigned, as Depository, hereby certifies that the above
described account has been established under Account Number __________, at the
office of the Depository indicated above, and agrees to honor withdrawals on
such account as provided above.


                                     -------------------------------------
                                     Depository



                                     By:
                                        ----------------------------------
                                     Name:
                                     Title:
                                     Date:

                                      B-1
<PAGE>

                                   EXHIBIT C

                        ESCROW ACCOUNT LETTER AGREEMENT


                                                               _______ __, 20__

To:
   ------------------------

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

---------------------------
(the "Depository")


         As Servicer under the Servicing Agreement, dated as of June 1, 2001
(the "Agreement"), we hereby authorize and request you to establish an account,
as an Escrow Account pursuant to Section 3.05 of the Agreement, to be
designated as "Aurora Loan Services Inc., in trust for the Master Servicer for
Structured Asset Securities Corporation 2001-10A." All deposits in the account
shall be subject to withdrawal therefrom by order signed by the Servicer. This
letter is submitted to you in duplicate. Please execute and return one original
to us.




                                     AURORA LOAN SERVICES INC.



                                     By:
                                        ----------------------------------
                                     Name:
                                     Title:


         The undersigned, as Depository, hereby certifies that the above
described account has been established under Account Number __________, at the
office of the Depository indicated above, and agrees to honor withdrawals on
such account as provided above.


                                     --------------------------------------
                                     Depository



                                     By:
                                        ----------------------------------
                                     Name:
                                     Title:
                                     Date:



                                      C-1
<PAGE>

                                   SCHEDULE 1

                           Servicer Recordation Fees




































                                     Sch 1