<PAGE>

                                                                       EXECUTION

             STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,

                 AURORA LOAN SERVICES INC., as Master Servicer,

                        WELLS FARGO BANK MINNESOTA, N.A.,
                           as Securities Administrator

                                       and

                         BANK ONE, NATIONAL ASSOCIATION
                                   as Trustee



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

                                 TRUST AGREEMENT

                            Dated as of June 1, 2001

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



                     STRUCTURED ASSET SECURITIES CORPORATION
                       MORTGAGE PASS-THROUGH CERTIFICATES
                                  SERIES 2001-9







<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                           <C>
Article I DEFINITIONS...........................................................................................12

Section 1.01. Definitions.......................................................................................12
Section 1.02. Calculations Respecting Mortgage Loans............................................................50

Article II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES.......................................................50

Section 2.01. Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans..............................50
Section 2.02. Acceptance of Trust Fund by Trustee: Review of Documentation for Trust Fund.......................54
Section 2.03. Representations and Warranties of the Depositor...................................................55
Section 2.04. Discovery of Breach...............................................................................57
Section 2.05. Repurchase, Purchase or Substitution of Mortgage Loans............................................58
Section 2.06. Grant Clause......................................................................................59

Article III THE CERTIFICATES....................................................................................60

Section 3.01. The Certificates..................................................................................60
Section 3.02. Registration......................................................................................61
Section 3.03. Transfer and Exchange of Certificates.............................................................61
Section 3.04. Cancellation of Certificates......................................................................67
Section 3.05. Replacement of Certificates.......................................................................67
Section 3.06. Persons Deemed Owners.............................................................................67
Section 3.07. Temporary Certificates............................................................................67
Section 3.08. Appointment of Paying Agent.......................................................................68
Section 3.09. Book-Entry Certificates...........................................................................68

Article IV ADMINISTRATION OF THE TRUST FUND.....................................................................69

Section 4.01. Collection Account................................................................................69
Section 4.02. Application of Funds in the Collection Account....................................................71
Section 4.03. Reports to Certificateholders.....................................................................73
Section 4.04. Certificate Account...............................................................................76
Section 4.05. Determination of LIBOR............................................................................77
Section 4.06. The Reserve Funds.................................................................................78
Section 4.07. Securities Administrator Account..................................................................79

Article V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES..............................................................81

Section 5.01. Distributions Generally...........................................................................81
Section 5.02. Distributions from the Certificate Account........................................................82
Section 5.03. Allocation of Realized Losses.....................................................................88
Section 5.04. Advances by Master Servicer and the Securities Administrator......................................89
Section 5.05. Compensating Interest Payments....................................................................91
Section 5.06. Distributions of Principal on Redemption Certificates.............................................91
Section 5.07. The Certificate Insurance Policies................................................................95
</TABLE>

                                       i

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                           <C>
Article VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT...........................99

Section 6.01. Duties of Trustee and Securities Administrator....................................................99
Section 6.02. Certain Matters Affecting the Trustee and the Securities Administrator...........................101
Section 6.03. Trustee and Securities Administrator Not Liable for Certificates.................................103
Section 6.04. Trustee and the Securities Administrator May Own Certificates....................................103
Section 6.05. Eligibility Requirements for Trustee and Securities Administrator................................103
Section 6.06. Resignation and Removal of Trustee and Securities Administrator..................................104
Section 6.07. Successor Trustee and Successor Securities Administrator.........................................105
Section 6.08. Merger or Consolidation of Trustee or Securities Administrator...................................106
Section 6.09. Appointment of Co-Trustee, Separate Trustee or Custodian.........................................106
Section 6.10. Authenticating Agents............................................................................107
Section 6.11. Indemnification of Trustee and Securities Administrator..........................................108
Section 6.12. Fees and Expenses of Securities Administrator, Custodian and Trustee.............................109
Section 6.13. Collection of Monies.............................................................................109
Section 6.14. Events of Default; Trustee To Act; Appointment of Successor......................................109
Section 6.15. Additional Remedies of Trustee Upon Event of Default.............................................114
Section 6.16. Waiver of Defaults...............................................................................114
Section 6.17. Notification to Holders..........................................................................114
Section 6.18. Directions by Certificateholders and Duties of Trustee During Event of Default...................114
Section 6.19. Action Upon Certain Failures of the Master Servicer and Upon Event of Default....................115
Section 6.20. Preparation of Tax Returns and Other Reports.....................................................115

Article VII PURCHASE AND TERMINATION OF THE TRUST FUND.........................................................116

Section 7.01. Termination of Trust Fund Upon Repurchase or Liquidation of All Mortgage Loans...................116
Section 7.02. Procedure Upon Termination of Trust Fund.........................................................117
Section 7.03. Additional Trust Fund Termination Requirements...................................................118

Article VIII RIGHTS OF CERTIFICATEHOLDERS......................................................................118

Section 8.01. Limitation on Rights of Holders..................................................................118
Section 8.02. Access to List of Holders........................................................................119
Section 8.03. Acts of Holders of Certificates..................................................................120

Article IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER...............................121

Section 9.01. Duties of the Master Servicer....................................................................121
Section 9.02. Master Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance Policy..........121
Section 9.03. Master Servicer's Financial Statements and Related Information...................................121
Section 9.04. Power to Act; Procedures.........................................................................122
Section 9.05. Servicing Agreements Between the Master Servicer and Servicers; Enforcement of
                Servicers' Obligations.........................................................................124
</TABLE>

                                       ii


<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                           <C>
Section 9.06. Collection of Taxes, Assessments and Similar Items...............................................124
Section 9.07. Termination of Servicing Agreements; Successor Servicers.........................................125
Section 9.08. Master Servicer Liable for Enforcement...........................................................126
Section 9.09. No Contractual Relationship Between Servicers and Trustee or Depositor...........................126
Section 9.10. Assumption of Servicing Agreement by Securities Administrator....................................126
Section 9.11. "Due-on-Sale" Clauses; Assumption Agreements.....................................................127
Section 9.12. Release of Mortgage Files........................................................................127
Section 9.13. Documents, Records and Funds in Possession of Master Servicer To Be Held for Trustee.............128
Section 9.14. Representations and Warranties of the Master Servicer............................................130
Section 9.15. Closing Certificate and Opinion..................................................................132
Section 9.16. Standard Hazard and Flood Insurance Policies.....................................................132
Section 9.17. Presentment of Claims and Collection of Proceeds.................................................132
Section 9.18. Maintenance of the Primary Mortgage Insurance Policies...........................................133
Section 9.19. Trustee To Retain Possession of Certain Insurance Policies and Documents.........................133
Section 9.20. Realization Upon Defaulted Mortgage Loans........................................................134
Section 9.21. Compensation to the Master Servicer..............................................................134
Section 9.22. REO Property.....................................................................................135
Section 9.23. [Omitted]........................................................................................135
Section 9.24. Reports to the Trustee...........................................................................135
Section 9.25. Annual Officer's Certificate as to Compliance....................................................136
Section 9.26. Annual Independent Accountants'Servicing Report..................................................136
Section 9.27. Merger or Consolidation..........................................................................137
Section 9.28. Resignation of Master Servicer...................................................................137
Section 9.29. Assignment or Delegation of Duties by the Master Servicer........................................137
Section 9.30. Limitation on Liability of the Master Servicer and Others........................................138
Section 9.31. Indemnification; Third-Party Claims..............................................................138

Article X REMIC ADMINISTRATION.................................................................................139

Section 10.01. REMIC Administration............................................................................139
Section 10.02. Prohibited Transactions and Activities..........................................................141
Section 10.03. Indemnification with Respect to Certain Taxes and Loss of REMIC Status..........................141
Section 10.04. REO Property....................................................................................142

Article XI MISCELLANEOUS PROVISIONS............................................................................143

Section 11.01. Binding Nature of Agreement; Assignment.........................................................143
Section 11.02. Entire Agreement................................................................................143
Section 11.03. Amendment.......................................................................................143
Section 11.04. Voting Rights...................................................................................144
Section 11.05. Provision of Information........................................................................144
Section 11.06. Governing Law...................................................................................146
Section 11.07. Notices.........................................................................................146
Section 11.08. Severability of Provisions......................................................................146
Section 11.09. Indulgences; No Waivers.........................................................................146
Section 11.10. Headings Not To Affect Interpretation...........................................................146
Section 11.11. Benefits of Agreement...........................................................................147
</TABLE>

                                      iii

<PAGE>

<TABLE>
<CAPTION>
<S>                                                                                                           <C>
Section 11.12. Special Notices to the Rating Agencies..........................................................147
Section 11.13. Counterparts....................................................................................148
Section 11.14. Transfer of Servicing...........................................................................148
Section 11.15. Matters Relating to the Certificate Insurance Policies..........................................149
</TABLE>






                                       iv

<PAGE>


                                   ATTACHMENTS
<TABLE>
<CAPTION>
<S>              <C>
Exhibit A         Forms of Certificates
Exhibit B-1       Form of Trustee Initial Certification
Exhibit B-2       Form of Trustee Interim Certification
Exhibit B-3       Form of Final Certification
Exhibit B-4       Form of Endorsement
Exhibit C         Request for Release of Documents and Receipt
Exhibit D-l       Form of Residual Certificate Transfer Affidavit (Transferee)
Exhibit D-2       Form of Residual Certificate Transfer Affidavit (Transferor)
Exhibit E         Servicing Agreements
Exhibit F         Form of Rule 144A Transfer Certificate
Exhibit G         Form of Purchaser's Letter for Institutional Accredited Investors
Exhibit H         Form of ERISA Transfer Affidavit
Exhibit I         Monthly Remittance Advice
Exhibit J         Monthly Electronic Data Transmission
Exhibit K         Custodial Agreements
Exhibit L         Insurance Agreement
Exhibit M-1       Class A4 Certificate Insurance Policy
Exhibit M-2       Class 3-A5 Certificate Insurance Policy
Exhibit N-1       Form of Transfer Certificate for Transfer from Restricted Global Security to Regulation S
                  Global Security pursuant to Section 3.03(h)(B)
Exhibit N-2       Form of Transfer Certificate for Transfer from Regulation S Global Security to Restricted
                  Global Securities pursuant to Section 3.03(h)(C)
Exhibit O         Senior Principal Priorities

Mortgage Loan Schedules
-----------------------
Schedule A        All Mortgage Loans (by Mortgage Pool)
Schedule B        Mortgage Loans with Retained Interest
Schedule C        Pledged Asset Mortgage Loans
Schedule D        AX Loans
Schedule E        Reserved
</TABLE>


                                       v


<PAGE>


         This TRUST AGREEMENT, dated as of June 1, 2001 (the "Agreement"), is by
and among STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as
depositor (the "Depositor"), AURORA LOAN SERVICES INC., as master servicer (the
"Master Servicer"), WELLS FARGO BANK MINNESOTA, N.A., a national banking
association, as securities administrator (the "Securities Administrator") and
Bank One, National Association, a national banking association, as trustee (the
"Trustee").

                              PRELIMINARY STATEMENT

         The Depositor has acquired the Mortgage Loans from Lehman Capital, A
Division of Lehman Brothers Holdings Inc. (the "Seller") and at the Closing Date
is the owner of the Mortgage Loans and the other property being conveyed by it
to the Trustee for inclusion in the Trust Fund. On the Closing Date, the
Depositor will acquire the Certificates from the Trust Fund, as consideration
for its transfer to the Trust Fund of the Mortgage Loans and the other property
constituting the Trust Fund. The Depositor has duly authorized the execution and
delivery of this Agreement to provide for the conveyance to the Trustee of the
Mortgage Loans and the other property constituting the Trust Fund. All covenants
and agreements made by the Depositor, the Master Servicer, the Securities
Administrator and the Trustee herein with respect to the Mortgage Loans and the
other property constituting the Trust Fund are for the benefit of the Holders
from time to time of the Certificates and the Certificate Insurer. The
Depositor, the Master Servicer and the Securities Administrator are entering
into this Agreement, and the Trustee is accepting the Trust Fund created hereby,
for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged.

         As provided herein, the Trustee shall elect that the Trust Fund be
treated for federal income tax purposes as comprising two real estate mortgage
investment conduits (each a "REMIC" or, in the alternative, the Lower Tier REMIC
and the Upper Tier REMIC, respectively). Each Certificate, other than the Class
R Certificate, represents ownership of one or more regular interests in the
Upper Tier REMIC for purposes of the REMIC Provisions. The Class R Certificate
represents ownership of the sole class of residual interest in the Lower Tier
REMIC and the Upper Tier REMIC for purposes of the REMIC Provisions. The Upper
Tier REMIC shall hold as assets the several classes of uncertificated Lower Tier
Interests, other than the Class LT-R Interest, set out below. Each such Lower
Tier Interest, other than the Class LT-R Interest, is hereby designated as a
regular interest in the Lower Tier REMIC. The Lower Tier REMIC shall hold as
assets all property of the Trust Fund other than the Lower Tier Interests the
Class 3-A5 Reserve Fund, the Class A4 Reserve Fund, and the Class A4 Rounding
Account.

         The following table specifies the class designation, interest rate, and
principal amount for each class of Lower Tier Interests.


<PAGE>

<TABLE>
<CAPTION>
                                              Initial Class
                                                 Principal           Corresponding Class
Lower Tier Class         Lower Tier           (or Notional)          of Certificates or
  Designation          Interest Rate              Amount                 Components
  -----------          -------------              ------                 ----------
<S>                   <C>                     <C>                   <C>
Class LT1-A1                6.80%             $ 38,502,000.00            Class 1-A1
(1)                                                                      Class 1-A2
Class LT1-A3                6.80%             $150,000,000.00            Class 1-A3
(2)                                                                      Class 1-A2
Class LT1-A4                6.80%             $ 10,000,000.00         A4(1) Component
(3)                                                                      Class 1-A5
Class LT1-AQ                6.80%             $        100.00              Class R
Class LT1-AP                 0%               $     46,391.00            Class 1-AP
Class LT1-AX                 (4)                   (4)                   Class 1-AX
Class LT1-B                 6.80%             $  4,644,319.11           Classes B1-B6
Class LT2-A1                7.00%             $ 71,963,000.00            Class 2-A1
(5)                                                                      Class 2-A2
Class LT2-A3                7.00%             $ 50,000,000.00            Class 2-A3
Class LT2-A4                7.00%             $ 19,000,000.00         A4(2) Component
(6)                                                                      Class 2-A6
Class LT2-A5                7.00%             $ 50,000,000.00            Class 2-A5
(7)                                                                      Class 2-A2
Class LT2-AX                 (8)                   (8)                   Class 2-AX
Class LT2-B                 7.00%             $  8,998,524.40           Classes B1-B6
Class LT3-A1                6.75%             $100,000,000.00            Class 3-A1
(9)                                                                      Class 3-A6
Class LT3-A2                6.75%             $ 21,753,000.00            Class 3-A2
Class LT3-A3                6.75%             $  9,014,000.00            Class 3-A3
(10)                                                                     Class 3-A6
Class LT3-A5                6.75%             $ 10,067,000.00            Class 3-A5
Class LT3-A7                6.75%             $ 14,000,000.00            Class 3-A7
Class LT3-AP                 0%               $  1,563,658.00            Class 3-AP
Class LT3-AX                (11)                  (11)                   Class 3-AX
Class LT3-B                 6.75%             $  7,370,812.94           Classes B1-B6
Class LT4-A1                6.85%             $ 63,471,000.00            Class 4-A1
(12)                                                                     Class 4-A2
Class LT4-A3                6.85%             $ 50,000,000.00            Class 4-A3
(13)                                                                     Class 4-A2
Class LT4-A4                6.85%             $ 14,000,000.00          A4(4) Component
(14)                                                                     Class LT4-A7
Class LT4-A5                6.85%             $ 25,000,000.00            Class 4-A5
Class LT4-A6                6.85%             $ 30,000,000.00            Class 4-A6
Class LT4-AP                 0%               $    314,106.00            Class 4-AP
Class LT4-AX                (15)                  (15)                   Class 4-AX
Class LT4-B                 6.86%             $  8,614,636.29           Classes B1-B6
Class LT5-A1                7.50%             $ 98,145,000.00            Class 5-A1
</TABLE>

                                       2

<PAGE>


<TABLE>
<CAPTION>
                                              Initial Class
                                                 Principal           Corresponding Class
Lower Tier Class         Lower Tier           (or Notional)          of Certificates or
  Designation          Interest Rate              Amount                 Components
  -----------          -------------              ------                 ----------
<S>                   <C>                     <C>                   <C>
Class LT5-AP                0%                 $ 2,030,855.00            Class 5-AP
Class LT5-AX               (16)                   (16)                   Class 5-AX
Class LT5-B                7.50%               $ 4,721,128.23           Classes B1-B6
Class LT6-A1               8.50%               $90,000,000.00            Class 6-A1
(17)                                                                     Class 6-A3
Class LT6-A2               8.50%               $66,379,000.00            Class 6-A2
(18)                                                                     Class 6-A5
Class LT6-A4`              8.50%               $11,000,000.00          A4(6) Component
(19)                                                                     Class 6-A6
Class LT6-AP                0%                 $ 2,207,314.00            Class 6-AP
Class LT6-AX               (20)                   (20)                   Class 6-AX
Class LT6-B                8.50%               $ 7,992,106.26           Classes B1-B6
Class LT-R                 (21)                                            Class R
</TABLE>

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

(1)    The Class 1-A2 Certificates are entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Class LT1-A1
       Interest. Specifically, for each Accrual Period the Class 1-A2
       Certificates are entitled to interest accruals on the Class LT1-A1
       Interest at a per annum rate of 1.20%.

(2)    The Class 1-A2 Certificates are entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Class LT1-A3
       Interest. Specifically, for each Accrual Period the Class 1-A2
       Certificates are entitled to interest accruals on the Class LT1-A3
       Interest at a per annum rate of 0.30%.

(3)    The Class 1-A5 Certificates are entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Class LT1-A4
       Interest. Specifically, for each Accrual Period the Class 1-A5
       Certificates are entitled to interest accruals on the Class LT1-A4
       Interest at a per annum rate of 0.25%.

(4)    The Class LT1-AX Interest is entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Pool 1 AX Loans.
       Specifically, for each Accrual Period, the Class LT1-AX Interest is
       entitled to interest accruals on the Pool 1 AX Loans at a per annum rate
       equal to the excess of the weighted average of the Net Mortgage Rates on
       the Pool 1 AX Loans over 6.80%.

(5)    The Class 2-A2 Certificates are entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Class LT2-A1
       Interest. Specifically, for each Accrual Period the Class 2-A2
       Certificates are entitled to interest accruals on the Class LT2-A1
       Interest at a per annum rate of 1.75%.

(6)    The Class 2-A6 Certificates are entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Class LT2-A4
       Interest. Specifically, for each Accrual Period the Class 2-A6
       Certificates are entitled to interest accruals on the Class LT2-A4
       Interest at a per annum rate of 0.45%.


                                       3
<PAGE>

(7)    The Class 2-A2 Certificates are entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Class LT2-A5
       Interest. Specifically, for each Accrual Period the Class 2-A2
       Certificates are entitled to interest accruals on the Class LT2-A5
       Interest at a per annum rate of 0.35%.

(8)    The Class LT2-AX Interest is entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Pool 2 AX Loans.
       Specifically, for each Accrual Period, the Class LT2-AX Interest is
       entitled to interest accruals on the Pool 2 AX Loans at a per annum rate
       equal to the excess of the weighted average of the Net Mortgage Rates on
       the Pool 2 AX Loans over 7.00%.

(9)    The Class 3-A6 Certificates are entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Class LT3-A1
       Interest. Specifically, for each Accrual Period the Class 3-A6
       Certificates are entitled to interest accruals on the Class LT3-A1
       Interest at a per annum rate of 0.10%.

(10)   The Class 3-A6 Certificates are entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Class LT3-A3
       Interest. Specifically, for each Accrual Period the Class 3-A6
       Certificates are entitled to interest accruals on the Class LT3-A3
       Interest at a per annum rate of 0.60%.

(11)   The Class LT3-AX Interest is entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Pool 3 AX Loans.
       Specifically, for each Accrual Period, the Class LT3-AX Interest is
       entitled to interest accruals on the Pool 3 AX Loans at a per annum rate
       equal to the excess of the weighted average of the Net Mortgage Rates on
       the Pool 3 AX Loans over 6.75%.

(12)   The Class 4-A2 Certificates are entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Class LT4-A1
       Interest. Specifically, for each Accrual Period the Class 4-A2
       Certificates are entitled to interest accruals on the Class LT4-A1
       Interest at a per annum rate of 1.60%.

(13)   The Class 4-A2 Certificates are entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Class LT4-A3
       Interest. Specifically, for each Accrual Period the Class 4-A2
       Certificates are entitled to interest accruals on the Class LT4-A3
       Interest at a per annum rate of 0.02%.

(14)   The Class 4-A7 Certificates are entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Class LT4-A4
       Interest. Specifically, for each Accrual Period the Class 4-A7
       Certificates are entitled to interest accruals on the Class LT4-A4
       Interest at a per annum rate of 0.30%.

(15)   The Class LT4-AX Interest is entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Pool 4 AX Loans.
       Specifically, for each Accrual Period, the Class LT4-AX Interest is
       entitled to interest accruals on the Pool 4 AX Loans at a per annum rate
       equal to the excess of the weighted average of the Net Mortgage Rates on
       the Pool 4 AX Loans over 6.85%.

(16)   The Class LT5-AX Interest is entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Pool 5 AX Loans.
       Specifically, for each Accrual Period, the Class LT5-AX Interest is
       entitled to interest accruals on the Pool 5 AX Loans at


                                       4
<PAGE>

       a per annum rate equal to the excess of the weighted average of the Net
       Mortgage Rates on the Pool 5 AX Loans over 7.50%.

(17)   The Class 6-A3 Certificates are entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Class LT6-A1
       Interest. Specifically, for each Accrual Period the Class 6-A3
       Certificates are entitled to interest accruals on the Class LT6-A1
       Interest at a per annum rate equal to the excess of 7.90% over LIBOR.

(18)   The Class 6-A5 Certificates are entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Class LT6-A2
       Interest. Specifically, for each Accrual Period the Class 6-A5
       Certificates are entitled to interest accruals on the Class LT6-A2
       Interest at a per annum rate equal to the excess of 7.95% over LIBOR.

(19)   The Class 6-A6 Certificates are entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Class LT6-A4
       Interest. Specifically, for each Accrual Period the Class 6-A6
       Certificates are entitled to interest accruals on the Class LT6-A4
       Interest at a per annum rate of 1.95%.

(20)   The Class LT6-AX Interest is entitled to receive on each Distribution
       Date a specified portion of the interest payable on the Pool 6 AX Loans.
       Specifically, for each Accrual Period, the Class LT6-AX Interest is
       entitled to interest accruals on the Pool 6 AX Loans at a per annum rate
       equal to the excess of the weighted average of the Net Mortgage Rates on
       the Pool 6 AX Loans over 8.50%.

(21)   The Class LT-R Interest is the sole class of residual interest in the
       Lower Tier REMIC. It does not have an interest rate or a principal
       balance.

         On each Distribution Date, the Available Distribution Amount for Pool
1, Pool 2, Pool 3, Pool 4, Pool 5, and Pool 6 shall be first applied to pay the
Class 3-A5 Certificate Insurance Premium and the Class A-4 Certificate Insurance
Premium and then shall be distributed with respect to the Lower Tier Interests
in the following manner:

(i)    On each Distribution Date, interest is to be distributed on each Lower
       Tier Regular Interest at the rate described above to the same extent that
       interest is distributed (or, in the case of the Class LT3-A5 Interest,
       accreted to its principal balance) on the Corresponding Class or Classes
       of Certificates;

(ii)   For each Class of Lower Tier Interest for which there is a Corresponding
       Class of Senior Certificates, principal and any amounts accrued on the
       Class LT3-A5 Interest are to be distributed on such Class of Lower Tier
       Interest on each Distribution Date in the same manner and in the same
       amount as principal and Class 3-A5 Accrual Amounts are distributed on
       such Corresponding Class of Senior Certificates;

(iii)  On each Distribution Date, the excess, if any, of the Available
       Distribution Amount for Pool 1 over the amounts distributed pursuant to
       clauses (i) and (ii) above is to be distributed as principal on the Class
       LT1-B Interest;

(iv)   On each Distribution Date, the excess, if any, of the Available
       Distribution Amount for Pool 2 over the amounts distributed pursuant to
       clauses (i) and (ii) above is to be distributed as principal on the Class
       LT2-B Interest;


                                       5
<PAGE>


(v)    On each Distribution Date, the excess, if any, of the Available
       Distribution Amount for Pool 3 over the amounts distributed pursuant to
       clauses (i) and (ii) above is to be distributed as principal on the Class
       LT3-B Interest;

(vi)   On each Distribution Date, the excess, if any, of the Available
       Distribution Amount for Pool 4 over the amounts distributed pursuant to
       clauses (i) and (ii) above is to be distributed as principal on the Class
       LT4-B Interest;

(vii)  On each Distribution Date, the excess, if any, of the Available
       Distribution Amount for Pool 5 over the amounts distributed pursuant to
       clauses (i) and (ii) above is to be distributed as principal on the Class
       LT5-B Interest; and,

(viii) On each Distribution Date, the excess, if any, of the Available
       Distribution Amount for Pool 6 over the amounts distributed pursuant to
       clauses (i) and (ii) above is to be distributed as principal on the Class
       LT6-B Interest.

         On each Distribution Date, Realized Losses shall be allocated among the
Lower Tier Interests in the following manner:

(i)    Realized Losses (other than the applicable AP Percentage of such Realized
       Losses) attributable to the Mortgage Loans in Pool 1 for any Distribution
       Date shall be allocated first to the Class LT1-B Interest until its
       principal balance is reduced to zero;

(ii)   Realized Losses attributable to the Mortgage Loans in Pool 2 shall be
       allocated first to the Class LT2-B Interest until its balance is reduced
       to zero;

(iii)  Realized Losses (other than the applicable AP Percentage of such Realized
       Losses) attributable to the Mortgage Loans in Pool 3 shall be allocated
       first to the Class LT3-B Interest until its balance is reduced to zero;

(iv)   Realized Losses (other than the applicable AP Percentage of such Realized
       Losses) attributable to the Mortgage Loans in Pool 4 shall be allocated
       first to the Class LT4-B Interest until its balance is reduced to zero;

(v)    Realized Losses (other than the applicable AP Percentage of such Realized
       Losses) attributable to the Mortgage Loans in Pool 5 shall be allocated
       first to the Class LT5-B Interest until its balance is reduced to zero;

(vi)   Realized Losses (other than the applicable AP Percentage of such Realized
       Losses) attributable to the Mortgage Loans in Pool 6 shall be allocated
       first to the Class LT6-B Interest until its balance is reduced to zero;

(vii)  Realized Losses (other than the AP Percentages of such Realized Losses in
       the case of clause (i), (iii), (iv), (v) and (vi)) in excess of the
       allocations made pursuant to clauses (i) through (vi) above are to be
       allocated first among the Class LT1-B, Class LT2-B, Class LT3-B, Class
       LT4-B, Class LT5-B, and Class LT6-B Interests, whichever has a remaining
       balance, to the extent of its remaining principal balance, and then among
       the


                                       6
<PAGE>

       remaining classes of Lower Tier Interests in the same manner that such
       Realized Losses are allocated among the Corresponding Classes of
       Certificates;

(viii) The AP Percentage of Realized Losses with respect to Pool 1, Pool 3, Pool
       4, Pool 5, and Pool 6 shall be allocated to the Class LT1-AP, Class
       LT3-AP, Class LT4-AP, Class LT5-AP, and Class LT6-AP Interests,
       respectively, until the Principal Amount of such Lower Tier Regular
       Interest has been reduced to zero.

         Net Prepayment Shortfalls and Excess Losses are to be allocated among
the Classes of Lower Tier Regular Interests in the same manner that such items
are allocated among the Corresponding Classes of Certificates.

         The following table specifies the Class designation, Certificate
Interest Rate, initial Class Principal (or Notional) Amount and minimum
denomination (by dollar amount or Percentage Interest) for each Class of
Certificates and (each of which represent ownership of one or more regular
interests in the Upper Tier REMIC) constituting the interests in the Trust Fund
created hereunder.

<TABLE>
<CAPTION>
                                                                            Minimum
                                                 Initial Class            Denomination
                                                   Principal               or Minimum
                          Certificate            (or Notional)             Percentage
Class Designation        Interest Rate               Amount                 Interest
-----------------        -------------               ------                 --------
<S>                     <C>                     <C>                       <C>
Class 1-A1                   5.60%               $   38,502,000             $  25,000
Class 1-A2                   6.80%                           (1)            $ 500,000
Class 1-A3                   6.50%               $   50,000,000             $  25,000
Class 1-A5                   6.80%                           (2)               100.00%
Class 1-AP                   0.00%                      $46,391                100.00%
Class 1-AX                   6.80%                           (3)               100.00%
Class 2-A1                   5.25%               $   71,963,000             $  25,000
Class 2-A2                   7.00%                           (4)            $ 500,000
Class 2-A3                   7.00%               $   50,000,000             $  25,000
Class 2-A5                   6.65%               $   50,000,000             $  25,000
Class 2-A6                   7.00%                           (5)            $ 500,000
Class 2-AX                   7.00%                           (6)               100.00%
Class 3-A1                   6.65%               $  100,000,000             $  25,000
Class 3-A2                   6.75%               $   21,753,000             $  25,000
Class 3-A3                   6.15%               $    9,014,000             $  25,000
Class 3-A5                   6.70%               $   10,067,000             $  25,000
Class 3-A6                   6.75%                           (7)            $ 500,000
Class 3-A7                   6.75%               $   14,000,000             $  25,000
Class 3-AX                   6.75%                           (8)            $ 500,000
Class 3-AP                   0.00%               $    1,573,658             $ 100,000
Class 4-A1                   5.25%               $   63,471,000             $  25,000
Class 4-A2                   6.85%                           (9)            $ 500,000
Class 4-A3                   6.83%               $   50,000,000             $  25,000
</TABLE>




                                       7
<PAGE>

<TABLE>
<CAPTION>
<S>                     <C>                     <C>                       <C>
Class 4-A5                    6.85%              $   25,000,000             $  25,000
Class 4-A6                    6.65%              $   30,000,000             $  25,000
Class 4-A7                    6.85%                         (10)               100.00%
Class 4-AP                    0.00%                    $314,106                100.00%
Class 4-AX                    6.85%                         (11)               100.00%
Class 5-A1                    7.50%              $   98,145,000             $  25,000
Class 5-AP                    0.00%                  $2,030,855             $ 100,000
Class 5-AX                    7.50%                         (12)               100.00%
Class 6-A1                    (13)               $   90,000,000             $  25,000
Class 6-A2                    (14)               $   66,379,000             $  25,000
Class 6-A3                    (15)                          (16)            $  25,000
Class 6-A5                    (17)                          (18)            $  25,000
Class 6-A6                    8.50%                         (19)            $ 500,000
Class 6-AP                    0.00%              $    2,207,314             $ 100,000
Class 6-AX                    8.50%                         (20)               100.00%
Class A4                      6.50%                         (21)            $   1,000
Class B1                      (22)                $  23,517,000             $ 100,000
Class B2                      (22)               $    7,524,000             $ 100,000
Class B3                      (22)               $    4,699,000             $ 100,000
Class B4                      (22)               $    2,819,000             $ 250,000
Class B5                      (22)               $    1,878,000             $ 250,000
Class B6                      (22)               $    1,904,527             $ 250,000
Class R                       6.80%              $          100             $     100
</TABLE>

---------------------------
(1)    The Class Notional Amount with respect to any Distribution Date (and the
       related Accrual Period) of the Class 1-A2 Certificates will equal the sum
       of (1) the product of (a) 17.6470588235% and (b) the Class Principal
       Amount of the Class 1-A1 Certificates immediately before such
       Distribution Date and (2) the product of (a) 4.4117647059% and (b) the
       Class Principal Amount of the Class 1-A3 Certificates immediately before
       such Distribution Date.

(2)    The Class Notional Amount with respect to any Distribution Date (and the
       related Accrual Period) of the Class 1-A5 Certificates will equal the
       product of (a) 3.6764705882% and (b) the Component Principal Amount of
       the Class A4(1) Component immediately before such Distribution Date.

(3)    The Class Notional Amount of the Class 1-AX Certificates for any
       Distribution Date shall equal the product of (a) a fraction, the
       numerator of which is the excess of the weighted average of the Net
       Mortgage Rates of the Pool 1 AX Loans at the beginning of the related Due
       Period over 6.80%, and the denominator of which is 6.80%, and (b) the
       total Scheduled Principal Balance of the Pool 1 AX Loans as of the first
       day of the related Accrual Period.

(4)    The Class Notional Amount with respect to any Distribution Date (and the
       related Accrual Period) for the Class 2-A2 Certificates will equal the
       sum of (1) the product of (a) 25% and (b) the Class Principal Amount of
       the Class 2-A1 Certificates immediately before such


                                       8
<PAGE>

       Distribution Date, and (2) the product of (a) 5% and (b) the Class
       Principal Amount of the Class 2-A5 Certificates immediately before such
       Distribution Date.

(5)    The Class Notional Amount with respect to any Distribution Date (and the
       related Accrual Period) of the Class 2-A6 Certificates will equal the
       product of (a) 6.4285714286% and (b) the Component Principal Amount of
       the Class A4(2) Component immediately before such Distribution Date.

(6)    The Class Notional Amount of the Class 2-AX Certificates for any
       Distribution Date shall equal the product of (a) a fraction, the
       numerator of which is the excess of the weighted average of the Net
       Mortgage Rates of the Pool 2 AX Loans at the beginning of the related Due
       Period over 7.00%, and the denominator of which is 7.00%, and (b) the
       total Scheduled Principal Balance of the Pool 2 AX Loans as of the first
       day of the related Accrual Period.

(7)    The Class Notional Amount with respect to any Distribution Date (and the
       related Accrual Period) for the Class 3-A6 Certificates will equal the
       sum of (1) the product of (a) 1.4814814815% and (b) the Class Principal
       Amount of the Class 3-A1 Certificates immediately before such
       Distribution Date, and (2) the product of (a) 8.8888888889% and (b) the
       Class Principal Amount of the Class 3-A3 Certificates immediately before
       such Distribution Date.

(8)    The Class Notional Amount of the Class 3-AX Certificates for any
       Distribution Date shall equal the product of (a) a fraction, the
       numerator of which is the excess of the weighted average of the Net
       Mortgage Rates of the Non-Discount for Pool 3 Loans at the beginning of
       the related Due Period over 6.75%, and the denominator of which is 6.75%,
       and (b) the total Scheduled Principal Balance of such Mortgage Loans as
       of the first day of the related Accrual Period.

(9)    The Class Notional Amount with respect to any Distribution Date (and the
       related Accrual Period) for the Class 4-A2 Certificates will equal the
       sum of (1) the product of (a) 23.3576642336% and (b) the Class Principal
       Amount of the Class 4-A1 Certificates immediately before such
       Distribution Date, and (2) the product of (a) 2.919708029% and (b) the
       Class Principal Amount of the Class 4-A6 Certificates immediately before
       such Distribution Date.

(10)   The Class Notional Amount with respect to any Distribution Date (and the
       related Accrual Period) of the Class 4-A7 Certificates will equal the
       product of (a) 4.3795620438% and (b) the Component Principal Amount of
       the Class A4(4) Component immediately before such Distribution Date.

(11)   The Class Notional Amount of the Class 4-AX Certificates for any
       Distribution Date shall equal the product of (a) a fraction, the
       numerator of which is the excess of the weighted average of the Net
       Mortgage Rates of the Pool 4 AX Loans at the beginning of the related Due
       Period over 6.85%, and the denominator of which is 6.85%, and (b) the
       total Scheduled Principal Balance of the Pool 4 AX Loans as of the first
       day of the related Accrual Period.

(12)   The Class Notional Amount of the Class 5-AX Certificates for any
       Distribution Date shall equal the product of (a) a fraction, the
       numerator of which is the excess of the weighted average of the Net
       Mortgage Rates of the Pool 5 AX Loans at the beginning of the related


                                       9
<PAGE>
       Due Period over 7.50%, and the denominator of which is 7.50%, and (b) the
       total Scheduled Principal Balance of the Pool 5 AX Loans as of the first
       day of the related Accrual Period.

(13)   Interest shall accrue on the Class 6-A1 Certificates at a per annum rate
       of 4.39% for the first Accrual Period, and thereafter, with respect to
       each Accrual Period, at a per annum rate equal to the lesser of (1) LIBOR
       plus 0.60% and (2) 8.50%, subject to a minimum rate of 0.60%.

(14)   Interest shall accrue on the Class 6-A2 Certificates at a per annum rate
       of 4.34% for the first Accrual Period, and thereafter, with respect to
       each Accrual Period, at a per annum rate equal to the lesser of (1) LIBOR
       plus 0.55% and (2) 8.50%, subject to a minimum rate of 0.55%.

(15)   Interest shall accrue on the Class 6-A3 Certificates at a per annum rate
       of 4.11% for the first Accrual Period, and thereafter, with respect to
       each Accrual Period, at a per annum rate equal to the excess of 7.90%
       over LIBOR, subject to a minimum rate of 0.00%.

(16)   The Class Notional Amount for the Class 6-A3 Certificates for any
       Distribution Date shall equal the Class Principal Amount of the Class
       6-A1 Certificates immediately before such Distribution Date.

(17)   Interest shall accrue on the Class 6-A5 Certificates at a per annum rate
       of 4.16% for the first Accrual Period, and thereafter, with respect to
       each Accrual Period, at a per annum rate equal to the excess of 7.95%
       over LIBOR, subject to a minimum rate of 0.00%.

(18)   The Class Notional Amount for the Class 6-A5 Certificates for any
       Distribution Date shall equal the Class Principal Amount of the Class
       6-A2 Certificates immediately before such Distribution Date.

(19)   The Class Notional Amount with respect to any Distribution Date (and the
       related Accrual Period) of the Class 6-A6 Certificates will equal the
       product of (a) 22.9411764706% and (b) the Component Principal Amount of
       the Class A4(6) Component immediately before such Distribution Date.

(20)   The Class Notional Amount of the Class 6-AX Certificates for any
       Distribution Date shall equal the product of (a) a fraction, the
       numerator of which is the excess of the weighted average of the Net
       Mortgage Rates of the Pool 6 AX Loans at the beginning of the related Due
       Period over 8.50%, and the denominator of which is 8.50%, and (b) the
       total Scheduled Principal Balance of the Pool 6 AX Loans as of the first
       day of the related Accrual Period.

(21)   The Class A4 Certificate comprises four Components: Class A4(1), Class
       A4(2), Class A4(4), and Class A4(6). The Class Principal Amount with
       respect to any Distribution Date (and the related Accrual Period) will
       equal the sum of the Component Principal Amounts of the four Components.
       The initial Class Principal Amount for the Class A4 Certificate is
       $54,000,000.

(22)   For any Distribution Date (and the related Accrual Period) the Class B1,
       Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates will
       bear interest at a per annum rate equal to the Average Rate for such
       Distribution Date.


                                       10
<PAGE>

         As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance of $940,806,051.

         For purposes hereof, each of the six pools of mortgage loans constitute
a fully separate and distinct sub-trust.

         In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer, the Securities Administrator and the Trustee
hereby agree as follows:




                                       11
<PAGE>

                                   ARTICLE I

                                   DEFINITIONS

     Section 1.01. Definitions. The following words and phrases, unless the
context otherwise requires, shall have the following meanings:

     Accepted Servicing Practices: With respect to any Mortgage Loan, as
applicable, either (x) those customary mortgage servicing practices of prudent
mortgage servicing institutions that service or master service mortgage loans
of the same type and quality as such Mortgage Loan in the jurisdiction where
the related Mortgaged Property is located, to the extent applicable to the
Trustee or the Master Servicer or (y) as provided in the applicable Servicing
Agreement, to the extent applicable to the related Servicer.

     Accountant: A person engaged in the practice of accounting who (except
when this Agreement provides that an Accountant must be Independent) may be
employed by or affiliated with the Depositor or an Affiliate of the Depositor.

     Accretion Directed Certificate: Any Class 3-A1, Class 3-A2 or Class 3-A3
Certificates.

     Accrual Amount: With respect to any Distribution Date, the Class 3-A5
Accrual Amount.

     Accrual Certificate: Any Class 3-A5 Certificate.

     Accrual Component: None.

     Accrual Period: With respect to any Distribution Date and any Class of
Certificates (other than any Class of Principal Only Certificates and any Class
6-A1, Class 6-A2, Class 6-A3 and Class 6-A5 Certificates), the one-month period
beginning immediately following the end of the preceding Accrual Period (or
from the Cut-off Date, in the case of the first Accrual Period) and ending on
the last day of the month immediately preceding the month in which such
Distribution Date occurs. With respect to any Distribution Date and any Class
6-A1, Class 6-A2, Class 6-A3 and Class 6-A5 Certificates, the period beginning
on the Distribution Date in the calendar month preceding the month in which the
related Distribution Date occurs (or from June 25, 2001, in the case of the
first Accrual Period) and ending on the day immediately preceding the related
Distribution Date.

     Accrued Certificate Interest: As to any Class of Certificates (other than
any Principal Only Certificates and the Class A4 Certificates) and any
Component, and any Distribution Date, the product of the Certificate Interest
Rate for such Class of Certificates (or the Component Interest Rate, for such
Component) and the Class Principal Amount (or Class Notional Amount) of such
Class of Certificates (or the Component Principal Amount of such Component)
immediately preceding such Distribution Date, as reduced by such Class's or
Components share of the interest portion of (i) any Excess Losses for such
Distribution Date and (ii) any Relief Act Reduction, in each case allocable
among the Senior Certificates and, if applicable, the related Component of the
related Certificate Group pro rata based on the Accrued Certificate Interest
otherwise distributable thereto, and allocable to the Subordinate Certificates
pro rata based on

                                      12
<PAGE>

interest accrued on their respective Apportioned Principal Balances. As to the
Class A4 Certificates and any Distribution Date, Accrued Certificate Interest
will equal the sum of Accrued Certificate Interest on each Component thereof.
Interest shall be calculated for such Certificates and Components on the basis
of a 360-day year consisting of twelve 30-day months.

     Act: As defined in Section 3.03(c).

     Additional Collateral: With respect to any Mortgage 100(SM) Loan, the
marketable securities held from time to time as security for the repayment of
such Mortgage 100(SM) Loan and any related collateral. With respect to any
Parent Power(SM) Loan, the third-party guarantee for such Parent Power(SM) Loan,
together with (i) any marketable securities held from time to time as security
for the performance of such guarantee and any related collateral or (ii) any
mortgaged property securing the performance of such guarantee, the related home
equity line of credit loan and any related collateral.

     Additional Collateral Servicing Agreement: The Additional Collateral
Servicing Agreement, dated as of March 29, 2001 between Cendant and Lehman
Brothers Bank, FSB.

     Advance: An advance of the aggregate of payments of principal and interest
(net of the applicable Servicing Fee) on one or more Mortgage Loans that were
due on the Due Date in the related Due Period and not received as of the close
of business on the related Determination Date, required to be made by or on
behalf of the Master Servicer and the related Servicer (or by the Securities
Administrator) pursuant to Section 5.04.

     Affiliate: With respect to any specified Person, any other Person
controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect
to any specified Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

     Aggregate Class A4 Certificate Insurance Premium: As to any Distribution
Date, the sum of (a) the Class A4 Certificate Insurance Premium for such
Distribution Date and (b) the amount of any Class A4 Certificate Insurance
Premium that was not distributed to the Certificate Insurer on any prior
Distribution Date.

         Aggregate Class 3-A5 Certificate Insurance Premium: As to any
Distribution Date, the sum of (a) the Class 3-A5 Certificate Insurance Premium
for such Distribution Date and (b) the amount of any Class 3-A5 Certificate
Insurance Premium that was not distributed to the Certificate Insurer on any
prior Distribution Date.

     Aggregate Principal Balance: The aggregate of the Scheduled Principal
Balances for all Mortgage Loans at any date of determination.

     Aggregate Subordinate Percentage: With respect to any Distribution Date,
the sum of the Class Principal Amounts of the Subordinate Certificates
immediately prior to such date divided by the sum of the Non-AP Pool Balances
for all Mortgage Pools for the immediately preceding Distribution Date.

                                      13
<PAGE>

     Aggregate Voting Interests: The aggregate of the Voting Interests of all
the Certificates under this Agreement.

     Agreement: This Trust Agreement and all amendments and supplements hereto.

     AP Percentage: As to any Discount Mortgage Loan in Pool 1, Pool 3, Pool 4,
Pool 5 and Pool 6, the percentage equivalent of a fraction, the numerator of
which is the applicable Designated Rate minus the Net Mortgage Rate of such
Discount Mortgage Loan and the denominator of which is the applicable
Designated Rate. As to any Non-Discount Mortgage Loan in Pool 1, Pool 3, Pool
4, Pool 5 and Pool 6, 0%.

     AP Principal Distribution Amount: For any Distribution Date and for each
of Pool 1, Pool 3, Pool 4, Pool 5 and Pool 6, the sum of the following amounts:

          (1) the applicable AP Percentage of the principal portion of each
     Scheduled Payment (without giving effect to any Debt Service Reduction
     occurring prior to the Bankruptcy Coverage Termination Date) on each
     Mortgage Loan in the related Mortgage Pool due during the related Due
     Period;

          (2) the applicable AP Percentage of each of the following amounts:
     (1) each Principal Prepayment collected on a Mortgage Loan in the related
     Mortgage Pool during the applicable Prepayment Period, (2) each other
     unscheduled collection, including Insurance Proceeds and Net Liquidation
     Proceeds (other than with respect to any Mortgage Loan in the related
     Mortgage Pool that was finally liquidated during the applicable Prepayment
     Period), representing or allocable to recoveries of principal of such
     Mortgage Loan in the related Mortgage Pool received during the applicable
     Prepayment Period and (3) the principal portion of all proceeds of the
     purchase of any Mortgage Loan in the related Mortgage Pool (or, in the
     case of a permitted substitution, amounts representing a principal
     adjustment) actually received by the Trustee with respect to the
     applicable Prepayment Period;

          (3) with respect to unscheduled recoveries allocable to principal of
     any Mortgage Loan in the related Mortgage Pool that was finally liquidated
     during the related Prepayment Period, the applicable AP Percentage of the
     related net Liquidation Proceeds allocable to principal; and

          (4) any amounts described in clauses (i) through (iii) for any
     previous Distribution Date that remain unpaid.

     Apportioned Principal Balance: As to any Class of Subordinate Certificates
and any Distribution Date, the Class Principal Amount of such Class immediately
prior to such Distribution Date multiplied by a fraction, the numerator of
which is the applicable Group Subordinate Amount for such date and the
denominator of which is the sum of the Group Subordinate Amounts for all
Mortgage Pools for such date.

     Appraised Value: With respect to any Mortgage Loan, the amount set forth
in an appraisal made in connection with the origination of such Mortgage Loan
as the value of the related Mortgaged Property.

                                      14
<PAGE>

     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
sale of the Mortgage to the Trustee, 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; provided, however, that the Trustee shall
not be responsible for determining whether any such assignment is in recordable
form.

     Aurora: Aurora Loan Services Inc. or its successor in interest, in its
capacity as a Servicer.

     Authenticating Agent: Any authenticating agent appointed by the Trustee
pursuant to Section 6.10.

     Authorized Officer: Any Person who may execute an Officer's Certificate on
behalf of the Depositor.

     Available Distribution Amount: As to each Mortgage Pool and on any
Distribution Date, the sum of the following amounts:

          (1) the total amount of all cash received by the Master Servicer
     through the Remittance Date applicable to each Servicer and deposited with
     the Securities Administrator by the Master Servicer by the Master Servicer
     Remittance Date for such Distribution Date on the Mortgage Loans of such
     Mortgage Pool (including proceeds of any Insurance Policy and any other
     credit support relating to such Mortgage Loans), plus all Advances made by
     the Master Servicer or any Servicer (or the Securities Administrator in
     its capacity as successor Master Servicer) for such Distribution Date, any
     Compensating Interest Payment for such date and Mortgage Pool, any amounts
     received pursuant to the Pool PMI Policy, any amounts received with
     respect to any Additional Collateral or any Surety Bond related thereto,
     and any amounts paid by any Servicer in respect of Prepayment Interest
     Shortfalls in respect of the related Mortgage Loans for such date, but not
     including:

               (A) all amounts distributed pursuant to Section 5.02 on prior
          Distribution Dates;

               (B) all Scheduled Payments of principal and interest collected
          but due on a date subsequent to the related Due Period;

               (C) all Principal Prepayments received or identified by the
          applicable Servicer after the applicable Prepayment Period (together
          with any interest payments received with such prepayments to the
          extent that they represent the payment of interest accrued on the
          related Mortgage Loans for the period subsequent to the applicable
          Prepayment Period);

               (D) any other unscheduled collection, including Net Liquidation
          Proceeds and Insurance Proceeds, received by the Master Servicer
          after the applicable Prepayment Period;

                                      15
<PAGE>

               (E) all fees and amounts due or reimbursable to the Master
          Servicer, the Trustee, the Securities Administrator, GEMICO in
          respect of its monthly premium, a Custodian or any Servicer pursuant
          to the terms of this Agreement, a Custodial Agreement or the
          applicable Servicing Agreement;

               (F) any Prepayment Penalty Amounts; and

               (G) such portion of each payment in respect of interest
          representing Retained Interest; and

          (2) any other payment made by the Master Servicer, any Servicer, the
     Seller, the Depositor, or any other Person with respect to such
     Distribution Date (including the Purchase Price with respect to any
     Mortgage Loan purchased by the Seller, the Depositor or any other Person).

     Average Rate: For each Distribution Date, an annual rate equal to the
weighted average of the Designated Rates applicable to each of the Mortgage
Pools, weighted on the basis of the Group Subordinate Amount for each Mortgage
Pool.

     Balloon Mortgage Loan: Any Mortgage Loan having an original term to
maturity that is shorter than its amortization schedule, and a final Scheduled
Payment that is disproportionately large in comparison to other Scheduled
Payments.

     Balloon Payment: The final Scheduled Payment in respect of a Balloon
Mortgage Loan.

     Bank: Lehman Brothers Bank, FSB and its successors and assigns.

     Bankruptcy: As to any Person, the making of an assignment for the benefit
of creditors, the filing of a voluntary petition in bankruptcy, adjudication as
a bankrupt or insolvent, the entry of an order for relief in a bankruptcy or
insolvency proceeding, the seeking of reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief, or seeking,
consenting to or acquiescing in the appointment of a trustee, receiver or
liquidator, dissolution, or termination, as the case may be, of such Person
pursuant to the provisions of either the United States Bankruptcy Code of 1986,
as amended, or any other similar state laws.

     Bankruptcy Coverage Termination Date: As to any Mortgage Pool, the
Distribution Date on which the Bankruptcy Loss Limit has been reduced to zero
(or less than zero).

     Bankruptcy Loss Limit: As of the Cut-off Date, $302,294, which amount
shall be reduced from time to time by the amount of Bankruptcy Losses allocated
to the Certificates.

     Bankruptcy Losses: With respect to the Mortgage Loans in the related
Mortgage Pool, losses that are incurred as a result of Deficient Valuations and
any reduction, in a bankruptcy proceeding, of the amount of the Scheduled
Payment on a Mortgage Loan other than as a result of a Deficient Valuation.

     Benefit Plan Opinion: An Opinion of Counsel satisfactory to the Trustee to
the effect that any proposed transfer will not (i) cause the assets of the
Trust Fund to be regarded as plan




                                      16
<PAGE>

assets for purposes of the Plan Asset Regulations or (ii) give rise to any
fiduciary duty on the part of the Depositor or the Trustee.

     Blanket Mortgage: The mortgage or mortgages encumbering a Cooperative
Property.

     Book-Entry Certificates: Beneficial interests in Certificates designated
as "Book-Entry Certificates" in this Agreement, ownership and transfers of
which shall be evidenced or made through book entries by a Clearing Agency as
described in Section 3.09; provided, that after the occurrence of a condition
whereupon book-entry registration and transfer are no longer permitted and
Definitive Certificates are to be issued to Certificate Owners, such Book-Entry
Certificates shall no longer be "Book-Entry Certificates." As of the Closing
Date, all of the Classes of Certificates listed in the second table of the
Preliminary Statement, other than the Class R Certificates, constitute
Book-Entry Certificates.

     Business Day: Any day other than (i) a Saturday or a Sunday, (ii) a day on
which banking institutions in Colorado, Illinois, Minnesota, Maryland, New
York, New York or, if other than New York, the city in which the Certificate
Insurer is located, the city in which the Corporate Trust Office of the Trustee
is located, or (iii) with respect to any Remittance Date or any Servicer
reporting date, the States specified in the definition of "Business Day" in the
applicable Servicing Agreement, are authorized or obligated by law or executive
order to be closed.

     Certificate: Any one of the certificates signed and countersigned by the
Trustee in substantially the forms attached hereto as Exhibit A.

     Certificate Account: The account maintained by the Trustee in accordance
with the provisions of Section 4.04.

     Certificate Group: The Group 1 Certificates, Group 2 Certificates, Group 3
Certificates, Group 4 Certificates, Group 5 Certificates or Group 6
Certificates, as applicable.

     Certificate Insurance Policy: Either the Class A4 Certificate Insurance
Policy or the Class 3-A5 Certificate Insurance Policy.

     Certificate Insurer: MBIA Insurance Corporation, or any successor thereto,
as issuer of the Class A4 Certificate Insurance Policy and the Class 3-A5
Certificate Insurer Policy.

     Certificate Insurer Default: The occurrence and continuance of any of the
following events:

     (a) the Certificate Insurer shall have failed to make a payment required
to be made under the Class A4 Certificate Insurance Policy or the Class 3-A5
Certificate Insurance Policy in accordance with their terms;

     (b) the Certificate Insurer shall have (i) filed a petition or commenced a
case or proceeding under any provision or chapter of the United States
Bankruptcy Code or any other similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (ii)
made a general assignment for the benefit of its creditors, or (iii) had an
order



                                      17
<PAGE>

for relief entered against it under the United States Bankruptcy Code or
any other similar federal or state law relating to insolvency, bankruptcy,
rehabilitation, liquidation or reorganization that is final and nonappealable;
or

     (c) a court of competent jurisdiction, the Office of the Commissioner of
Insurance of the State of New York or other competent regulatory authority
shall have entered a final and nonappealable order, judgment or decree (i)
appointing a custodian, trustee, agent or receiver for the Certificate Insurer
or for all or any material portion of its property or (ii) authorizing the
taking of possession by a custodian, trustee, agent or receiver of the
Certificate Insurer (or the taking of possession of all or any material portion
of the property of the Certificate Insurer).

     Certificate Interest Rate: With respect to each Class of Certificates
(other than the Principal Only Certificates), the applicable per annum rate
specified or determined as provided in the Preliminary Statement hereto.

     Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the owner of such Book-Entry Certificate, as reflected on the books of
the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency).

     Certificate Principal Amount: With respect to any Certificate (other than
a Notional Certificate or a Class A4 Certificate), at the time of
determination, the maximum specified dollar amount of principal to which the
Holder thereof is then entitled hereunder, such amount being equal to the
initial principal amount set forth on the face of such Certificate (plus, in
the case of any Negative Amortization Certificate, any Deferred Interest
allocated thereto on previous Distribution Dates, and plus, in the case of any
Accrual Certificate, its Percentage Interest of any related Accrual Amount for
each previous Distribution Date), less the amount of all principal
distributions previously made with respect to such Certificate, all Realized
Losses allocated to such Certificate, and, in the case of a Subordinate
Certificate, any Subordinate Certificate Writedown Amount allocated to such
Certificates. For purposes of Article V hereof, unless specifically provided to
the contrary, Certificate Principal Amounts shall be determined as of the close
of business of the immediately preceding Distribution Date, after giving effect
to all distributions made on such date. Notional Certificates are issued
without Certificate Principal Amounts. The Certificate Principal Amount of any
Class A4 Certificate as of any Distribution Date will equal the sum of the
Component Principal Amounts of its A4(1), A4(2), A4(4) and A4(6) Components.

     Certificate Register and Certificate Registrar: The register maintained
and the registrar appointed pursuant to Section 3.02.

     Certificateholder: The meaning provided in the definition of "Holder."

     Class: All Certificates bearing the same class designation, and, in the
case of each Lower Tier REMIC, all Lower Tier Interests bearing the same
designation.

     Class A4 Certificate Insurance Policy: The Certificate Guaranty Insurance
Policy No. 35659 dated the Closing Date including any endorsements thereto
issued by the Certificate



                                      18
<PAGE>

Insurer to the Trustee for the benefit of the Holders of the Class A4
Certificates, a copy of which is attached as Exhibit M-1 hereto.

     Class A4 Certificate Insurance Premium: With respect to any Distribution
Date and with respect to the Class A4 Certificate Insurance Policy, an amount
equal to 1/12th of the product of (a) the Class Principal Amount of the Class
A4 Certificates as of such Distribution Date (prior to giving effect to any
distribution thereon on such Distribution Date) and (b) the Class A4 Premium
Percentage.

     Class A4 Guaranteed Distributions: (a) With respect to any Distribution
Date, (i) the Accrued Certificate Interest for each Component of the Class A4
Certificates for such Distribution Date, including the amount of any Net
Prepayment Interest Shortfalls relating to prepayments and any Relief Act
Reductions allocable to such Components on such Distribution Date that are not
covered by the Class A4 Reserve Fund and (ii) the amount of any Realized Loss
allocated to the Components of the Class A4 Certificates on such Distribution
Date and (b) for the Final Scheduled Distribution Date, the Class Principal
Amount of the Class A4 Certificates to the extent unpaid on the Final Scheduled
Distribution Date.

     Class A4 Policy Payments Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 5.07(c) in the name of the
Trustee for the benefit of the Class A4 Certificateholders and designated,
"Bank One, National Association, Class A4 Policy Payments Account in trust for
registered holders of Structured Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2001-9, Class A4." Funds in the Class A4
Policy Payments Account shall be held in trust for the benefit of the Class A4
Certificateholders for the uses and purposes set forth in this Agreement.

     Class A4 Premium Percentage: The meaning assigned to such term in the
Insurance Agreement.

     Class A4 Reserve Fund: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 4.06 with a depository
institution in the name of the Trustee for the benefit of the Class A4
Certificateholders and designated "Bank One, National Association, Class A4
Reserve Fund in trust for registered holders of Structured Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 2001-9, Class A4." The
Class A4 Reserve Fund shall not be a part of any REMIC and, for all federal and
state income tax purposes, shall be beneficially owned by Lehman Brothers Inc.

     Class A4 Rounding Account: The separate Eligible Account established and
maintained by the Trustee pursuant to Section 5.06(e) in the name of the
Trustee for the benefit of the Class A4 Certificateholders and designated "Bank
One, National Association, Class A4 Rounding Account in trust for registered
holders of Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2001-9, Class A4." Funds in the Rounding Account shall be
held in trust for the benefit of the Class A4 Certificateholders for the uses
and purposes set forth in this Agreement. The Class A4 Rounding Account shall
not be a part of any REMIC and, for all federal and state income tax purposes,
shall be beneficially owned by Lehman Brothers Inc.

                                      19
<PAGE>

     Class 3-A5 Accretion Termination Date: The earlier of (i) the Credit
Support Depletion Date and (ii) the Distribution Date on which the Class
Principal Amounts of the Class 3-A1, Class 3-A2 and Class 3-A3 Certificates
have been reduced to zero.

     Class 3-A5 Accrual Amount: As to the Class 3-A5 Certificates and each
Distribution Date through the Class 3-A5 Accretion Termination Date, the sum of
(x) any amount of Accrued Certificate Interest allocable to the Class 3-A5
Certificates pursuant to Section 5.02(a)(2) on such Distribution Date and (y)
any Interest Shortfall allocable to the Class 3-A5 Certificates pursuant to
Section 5.02(a)(3) on such Distribution Date. As to the Class 3-A5 Certificates
and each Distribution Date after the Class 3-A5 Accretion Termination Date,
zero.

     Class 3-A5 Certificate Insurance Policy: The Certificate Guaranty
Insurance Policy No. 35660 dated the Closing Date including any endorsements
thereto issued by the Certificate Insurer to the Trustee for the benefit of the
Holders of the Class 3-A5 Certificates, a copy of which is attached as Exhibit
M-2 hereto.

     Class 3-A5 Certificate Insurance Premium: With respect to any Distribution
Date and with respect to the Class 3-A5 Certificate Insurance Policy, an amount
equal to 1/12th of the product of (a) the Class Principal Amount of the Class
3-A5 Certificates as of such Distribution Date (prior to giving effect to any
distribution thereon on such Distribution Date) and (b) the Class 3-A5 Premium
Percentage.

     Class 3-A5 Guaranteed Distributions: (a)(i) for any Distribution Date
after the Class 3-A5 Accretion Termination Date, the sum of the Accrued
Certificate Interest for the Class 3-A5 Certificates for such Distribution
Date, including any Net Prepayment Interest Shortfalls relating to prepayments
and any Relief Act Reductions allocable to the Class 3-A5 Certificates on such
Distribution Date that are not covered by the Class 3-A5 Reserve Fund and (ii)
for any Distribution Date, the amount of any Realized Loss allocated to the
Class 3-A5 Certificates, on such Distribution Date and (b) for the Final
Scheduled Distribution Date, the Class Principal Amount of the Class 3-A5
Certificates to the extent unpaid on the Final Scheduled Distribution Date.

     Class 3-A5 Policy Payments Account: The separate Eligible Account created
and maintained by the Trustee pursuant to Section 5.07(c) in the name of the
Trustee for the benefit of the Class 3-A5 Certificateholders and designated,
"Bank One, National Association, Class 3-A5 Policy Payments Account in trust
for registered holders of Structured Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2001-9, Class 3-A5." Funds in the Class 3-A5
Policy Payments Account shall be held in trust for the benefit of the Class
3-A5 Certificateholders for the uses and purposes set forth in this Agreement.

     Class 3-A5 Premium Percentage: The meaning assigned to such term in the
Insurance Agreement.

     Class 3-A5 Reserve Fund: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 4.06 with a depository
institution in the name of the Trustee for the benefit of the Class 3-A5
Certificateholders and designated "Bank One, National Association, Class 3-A5
Reserve Fund in trust for registered holders of Structured Asset Securities


                                      20
<PAGE>

Corporation Mortgage Pass-Through Certificates, Series 2001-9, Class 3-A5." The
Class 3-A5 Reserve Fund shall not be a part of any REMIC and, for all federal
and state income tax purposes, shall be beneficially owned by Lehman Brothers
Inc.

     Class 3-A7 Percentage: As to any Distribution Date, the lesser of (i) 100%
and (ii) the percentage obtained by dividing (a) the Class Principal Amount of
the Class 3-A7 Certificates immediately prior to such date by (b) the Non-AP
Pool Balance for Pool 3 immediately prior to such date.

     Class 3-A7 Prepayment Shift Percentage: As to any Distribution Date
occurring during the five years beginning on the first Distribution Date, 0%.
As to any Distribution Date occurring on or after the fifth anniversary of the
first Distribution Date, the following percentage for such Distribution Date;
for any Distribution Date in the first year thereafter, 30%; for any
Distribution Date in the second year thereafter, 40%; for any Distribution Date
in the third year thereafter, 60%; for any Distribution Date in the fourth year
thereafter, 80%; and for any subsequent Distribution Date, 100%.

     Class 3-A7 Priority Amount: As to any Distribution Date, an amount equal
to the lesser of (i) the sum of (x) the product of the Class 3-A7 Percentage
for such date, the Class 3-A7 Scheduled Principal Percentage for such date and
the Scheduled Principal Amount for such date and (y) the product of the Class
3-A7 Percentage for such date, the Class 3-A7 Prepayment Shift Percentage for
such date and the Unscheduled Principal Amount for such date, and (ii) the
Class Principal Amount of the Class 3-A7 Certificates immediately prior to such
date.

     Class 3-A7 Scheduled Principal Percentage: As to any Distribution Date
occurring during the five years beginning on the first Distribution Date, 0%.
As to any Distribution Date occurring on or after the fifth anniversary of the
first Distribution Date, 100%.

         Class A Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3, Class
1-A5, Class 1-AP, Clas 1-AX, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A5,
Class 2-A6, Class 2-AX, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A5, Class
3-A6, Class 3-A7, Class 3-AP, Class 3-AX, Class 4-A1, Class 4-A2, Class 4-A3,
Class 4-A5, Class 4-A6, Class 4-A7, Class 4-AP, Class 4-AX, Class 5-A1, Class
5-AP, Class 5-AX, Class 6-A1, Class 6-A2, Class 6-A3, Class 6-A5, Class 6-A6,
Class 6-AP, Class 6-AX and Class A4 Certificate.

     Class AP Certificate: Any Class 1-AP, Class 3-AP, Class 4-AP, Class 5-AP
or Class 6-AP Certificate.

     Class AP Deferred Amount: As to any Distribution Date on or prior to the
Credit Support Depletion Date and, with respect to each Class of Class AP
Certificates, (i) the aggregate of the applicable AP Percentage of the
principal portion of each Realized Loss (other than any Excess Loss) for such
Distribution Date on a Discount Mortgage Loan in the related Mortgage Pool; and
(ii) all such amounts previously allocated thereto and not distributed to such
Class as a Class AP Deferred Amount.

     Class B Certificate: Any Class B1, Class B2, Class B3, Class B4, Class B5
or Class B6 Certificate.



                                      21
<PAGE>

     Class LT-R Interest: The sole residual interest in the Lower Tier REMIC.

     Class Notional Amount: With respect to each Class of Notional
Certificates, the applicable class notional amount calculated as provided in
the Preliminary Statement hereto.

     Class Percentage: With respect to each Class of Subordinate Certificates,
for each Distribution Date, the percentage obtained by dividing the Class
Principal Amount of such Class immediately prior to such Distribution Date by
the sum of the Class Principal Amounts of all Certificates, immediately prior
to such date.

     Class Principal Amount: With respect to each Class of Certificates other
than any Class of Notional Certificates, the aggregate of the Certificate
Principal Amounts of all Certificates of such Class at the date of
determination. With respect to each Class of Notional Certificates, zero.

     Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. As
of the Closing Date, the Clearing Agency shall be The Depository Trust Company.

     Clearing Agency Participant: A broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency
effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

     Clearstream: Clearstream Banking, societe anonyme, and any successor
thereto.

     Closing Date: June 29, 2001.

     Code: The Internal Revenue Code of 1986, as amended, and as it may be
further amended from time to time, any successor statutes thereto, and
applicable U.S. Department of Treasury regulations issued pursuant thereto in
temporary or final form.

     Collection Account: A separate account established and maintained by the
Master Servicer pursuant to Section 4.01.

     Compensating Interest Payment: With respect to each Mortgage Pool and any
Distribution Date, an amount equal to the excess of (x) the aggregate of any
Prepayment Interest Shortfalls with respect to such Mortgage Pool and such
Distribution Date over (y) the aggregate of any amounts required to be paid by
any Servicer in respect of such shortfalls but not paid; provided that the
aggregate Compensating Interest Payment to be paid by the Master Servicer for
any Distribution Date shall not exceed the Master Servicing Fee that would be
payable to the Master Servicer without giving effect to any Compensating
Interest Payment.

     Component: Each of the components of the Class A4 Certificates having the
designations and initial Component Principal Amounts as follows:



                                      22
<PAGE>

                                                  INITIAL COMPONENT
            DESIGNATION                           PRINCIPAL AMOUNT
        --------------------------         ---------------------------
         A4(1) Component                            $10,000,000
         A4(2) Component                             19,000,000
         A4(4) Component                             14,000,000
         A4(6) Component                             11,000,000


     Component Certificate: Any Class A4 Certificate.

     Component Interest Rate: With respect to each of the A4(1), A4(2), A4(4),
and A4(6) Components, 6.50% per annum.

     Component Notional Amount: Not applicable.

     Component Principal Amount: With respect to each Component as of any
Distribution Date, the initial Component Principal Amount of such Component (as
set forth in the definition of "Component" above) as of the Closing Date as
reduced by all amounts previously distributed on that Component in respect of
principal and the principal portion of any Realized Losses (as defined herein)
previously allocated to that Component.

     Component Writedown Amount: Not applicable.

     Control: The meaning specified in Section 8-106 of the UCC.

     Conventional Loan: A Mortgage Loan that is not insured by the United
States Federal Housing Administration or guaranteed by the United States
Veterans Administration.

     Converted Mortgage Loan: None.

     Convertible Mortgage Loan: None.

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

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

     Cooperative Loan Documents: As to any Cooperative Loan, (i) the
Cooperative Shares, together with a stock power in blank; (ii) the original
executed Security Agreement and the assignment of the Security Agreement
endorsed in blank; (iii) the original executed Proprietary Lease and the
assignment of the Proprietary Lease endorsed in blank; (iv) the original
executed Recognition Agreement and the assignment of the Recognition Agreement
(or a blanket assignment of all Recognition Agreements) endorsed in blank; (v)
the executed UCC-1 financing statement with evidence of recording thereon,
which has been filed in all places required to



                                      23
<PAGE>

perfect the security interest in the Cooperative Shares and the Proprietary
Lease; and (vi) executed UCC-3 financing statements (or copies thereof) or
other appropriate UCC financing statements required by state law, evidencing a
complete and unbroken line from the mortgagee to the Trustee with evidence of
recording thereon (or in a form suitable for recordation).

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

     Cooperative Shares: Shares issued by a Cooperative Corporation.

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

     Corporate Trust Office: The principal corporate trust office of the
Trustee at which, at any particular time, its corporate trust business shall be
administered, which office at the date hereof is located at Bank One, National
Associations, 1 Bank One Plaza Suite 1L1-C126, Chicago, Illinois 60670-0126,
Attention: Global Corporate Trust Services.

     Corresponding Class: With respect to any class of Lower Tier Interests,
the Class of Certificates so designated in the Preliminary Statement hereto.
With respect to any Class of Certificates, the class or classes of Lower Tier
Interests so designated in the Preliminary Statement hereto.

     Corresponding Component: None.

     Credit Score: With respect to any Mortgage Loan, a numerical assessment of
default risk with respect to the Mortgagor under such Mortgage Loan, determined
on the basis of a methodology developed by Fair, Isaac & Co., Inc.

     Credit Support Depletion Date: The Distribution Date on which, giving
effect to all distributions on such date, the aggregate Certificate Principal
Amount of the Subordinate Certificates is reduced to zero.

     Credit Support Percentage: As to any Class of Subordinate Certificates and
any Distribution Date, the sum of the Class Percentages of all Classes of
Certificates that rank lower in priority than such Class.

     Custodial Agreement: Each custodial agreement attached as Exhibit K
hereto, and any custodial agreement subsequently executed by the Trustee
substantially in the form thereof.

     Custodian: Each custodian appointed by the Trustee pursuant to a Custodial
Agreement, and any successor thereto.

     Cut-off Date: June 1, 2001.

     Cut-off Date Aggregate Principal Balance: With respect to the Mortgage
Loans in the Trust Fund on the Closing Date, the Aggregate Principal Balance
for all such Mortgage Loans as of the Cut-off Date.



                                      24
<PAGE>

     Debt Service Reduction: With respect to any Mortgage Loan, a reduction of
the Scheduled Payment that the related Mortgagor is obligated to pay on any Due
Date as a result of any proceeding under Bankruptcy law or any similar
proceeding.

     Deceased Holder: With respect to a Holder of a Redemption Certificate, as
defined in Section 5.06(b).

     Deferred Interest: With respect to any Class of Negative Amortization
Certificates and any Distribution Date, the lesser of (x) the applicable
Interest Distribution Amount for such date (without giving effect to any
Deferred Interest) and (y) the aggregate Mortgage Loan Negative Amortization,
if any, for the related Due Period.

     Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less
than the then outstanding indebtedness under such Mortgage Loan, which
valuation results from a proceeding under Bankruptcy law or any similar
proceeding.

     Definitive Certificate: A Certificate of any Class issued in definitive,
fully registered, certificated form.

     Deleted Mortgage Loan: A Mortgage Loan that is repurchased from the Trust
Fund pursuant to the terms hereof or as to which one or more Qualifying
Substitute Mortgage Loans are substituted therefor.

     Deposit Date: With respect to each Distribution Date, the Business Day
immediately preceding such Distribution Date.

     Depositor: Structured Asset Securities Corporation, a Delaware corporation
having its principal place of business in New York, or its successors in
interest.

     Designated Rate: With respect to Pool 1, 6.80% per annum; with respect to
Pool 2, 7.00% per annum; with respect to Pool 3, 6.75% per annum; with respect
to Pool 4, 6.85% per annum; with respect to Pool 5, 7.50% per annum; and with
respect to Pool 6, 8.50% per annum.

     Determination Date: With respect to each Distribution Date and Mortgage
Loan, the Remittance Date for the related Servicer immediately preceding such
Distribution Date.

     Discount Mortgage Loan: With respect to Pool 1, any Mortgage Loan with a
Net Mortgage Rate less than 6.80% per annum; with respect to Pool 2, any
Mortgage Loan with a Net Mortgage Rate less than 7.00% per annum; with respect
to Pool 3, any Mortgage Loan with a Net Mortgage Rate less than 6.75% per
annum; with respect to Pool 4 any Mortgage Loan with a Net Mortgage Rate less
than 6.85% per annum; with respect to Pool 5, any Mortgage Loan with a Net
Mortgage Rate less than 7.50% per annum; and with respect to Pool 6, any
Mortgage Loan with a Net Mortgage Rate less than 8.50% per annum.

     Disqualified Organization: Either (i) the United States, (ii) any state or
political subdivision thereof, (iii) any foreign government, (iv) any
international organization, (v) any agency or instrumentality of any of the
foregoing, (vi) any tax-exempt organization (other than a



                                      25
<PAGE>

cooperative described in section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code unless such organization is subject to the tax
imposed by section 511 of the Code, (vii) any organization described in section
1381(a)(2)(C) of the Code, (viii) any "electing large partnership" described in
section 775 of the Code, or (ix) any other entity designated as a Disqualified
Organization by relevant legislation amending the REMIC Provisions and in
effect at or proposed to be effective as of the time of the determination. In
addition, a corporation will not be treated as an instrumentality of the United
States or of any state or political subdivision thereof if all of its
activities are subject to tax and, with the exception of the Federal Home Loan
Mortgage Corporation, a majority of its board of directors is not selected by
such governmental unit.

     Distribution Date: The 25th day of each month, or, if such 25th day is not
a Business Day, the next succeeding Business Day commencing in July 2001.

     Due Date: With respect to any Mortgage Loan, the date on which a Scheduled
Payment is due under the related Mortgage Note.

     Due Period: With respect to any Distribution Date, the period commencing
on the second day of the month immediately preceding the month in which such
Distribution Date occurs and ending on the first day of the month in which such
Distribution Date occurs.

     Eligible Account: Either (i) an account or accounts maintained with a
federal or state chartered depository institution or trust company acceptable
to the Rating Agencies or (ii) an account or accounts the deposits in which are
insured by the FDIC to the limits established by such corporation, provided
that any such deposits not so insured shall be maintained in an account at a
depository institution or trust company whose commercial paper or other short
term debt obligations (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 depository institution, as the case may be) have been rated by each Rating
Agency in its highest short-term rating category, or (iii) a segregated trust
account or accounts (which shall be a "special deposit account") maintained
with the Trustee or any other federal or state chartered depository institution
or trust company, acting in its fiduciary capacity, in a manner acceptable to
the Trustee and the Rating Agencies. Eligible Accounts may bear interest.

     Eligible Investments: Any one or more of the following obligations or
securities:

          (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



                                      26
<PAGE>

     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 time of investment or the contractual commitment providing for such
     investment, at least equal to one of the two highest short-term credit
     ratings 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 Principal 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 ratings;

          (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 fund, common trust fund or time
     deposit or obligation, or interest-bearing or other security or investment
     (including those managed or advised by the Securities Administrator or an
     Affiliate thereof), (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 (in the case of
     the Class A4 Certificates, determined without regard to the Class A4
     Certificate



                                      27
<PAGE>

     Insurance Policy and in the case of the Class 3-A5 Certificates,
     determined without regard to the Class 3-A5 Certificate Insurance Policy).
     Such investments in this subsection (viii) may include money market mutual
     funds or common trust funds, including any other fund for which Bank One,
     National Association ("Bank One"), the Trustee, the Securities
     Administrator, the Master Servicer or an affiliate thereof serves as an
     investment advisor, administrator, shareholder servicing agent, and/or
     custodian or subcustodian, notwithstanding that (x) Bank One, the
     Securities Administrator, the Master Servicer or an affiliate thereof
     charges and collects fees and expenses from such funds for services
     rendered, (y) Bank One, the Securities Administrator, 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.
     The Trustee specifically authorizes First Union or an affiliate thereof to
     charge and collect from the Trustee such fees as are collected from all
     investors in such funds for services rendered to such funds (but not to
     exceed investment earnings thereon);

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, provided that any such
investment will be a "permitted investment" within the meaning of Section
860G(a)(5) of the Code.

     ERISA: The Employee Retirement Income Security Act of 1974, as amended.

     ERISA-Qualifying Underwriting: A best efforts or firm commitment
underwriting or private placement that meets the requirements of an
Underwriter's Exemption.

     ERISA-Restricted Certificate: Any Class R, Class B4, Class B5 or Class B6
Certificate; any Certificate with a rating below the lowest applicable rating
permitted under the Underwriter's Exemption.

     Escrow Account: Any account established and maintained by the applicable
Servicer pursuant to the applicable Servicing Agreement.

     Euroclear: Morgan Guaranty Trust Company of New York, Brussels office, as
operator of the Euroclear System.

     Event of Default: Any one of the conditions or circumstances enumerated in
Section 6.14(a).

     Excess Loss: Any Bankruptcy Loss, or portion thereof, in excess of the
then-applicable Bankruptcy Loss Limit, any Fraud Loss, or portion thereof, in
excess of the then-applicable Fraud Loss Limit, and any Special Hazard Loss, or
portion thereof, in excess of the then-applicable Special Hazard Loss Limit.

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



                                      28
<PAGE>

     FHLMC: The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of
the Emergency Home Finance Act of 1970, as amended, or any successor thereto.

     Final Scheduled Distribution Date: For each Class of Group 1 Certificates,
July 25, 2031; for each Class of Group 2 Certificates, July 25, 2031; for each
Class of Group 3 Certificates, June 25, 2031; for each Class of Group 4
Certificiates, July 25, 2031; for each Class of Group 5 Certificates; July 25,
2016; for each Class of Group 6 Certificates, July 25, 2031; for the Class A4
Certificates; July 25, 2031; and each Class of Subordinate Certificates; July
25, 2031.

     Financial Asset: The meaning specified in Section 8-102(a)(9) of the UCC.

     Financial Intermediary: A broker, dealer, bank or other financial
institution or other Person that clears through or maintains a custodial
relationship with a Clearing Agency Participant.

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

     FNMA: The Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.

     Fraud Loss: Any Realized Loss on a Liquidated Mortgage Loan sustained by
reason of a default arising from fraud, dishonesty or misrepresentation in
connection with the related Mortgage Loan, as reported by the applicable
Servicer to the Master Servicer.

     Fraud Loss Limit: With respect to any Distribution Date (x) prior to the
first anniversary of the Cut-off Date, $18,816,121 less the aggregate of Fraud
Losses since the Cut-off Date, and (y) from the first to the fourth anniversary
of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss
Limit as of the most recent anniversary of the Cut-off Date and (b) 1% of the
aggregate principal balance of all the Mortgage Loans as of the most recent
anniversary of the Cut-off Date less (2) the aggregate of Fraud Losses since
the most recent anniversary of the Cut-off Date. On or after the fifth
anniversary of the Cut-off Date, the Fraud Loss Limit shall be zero.

     GEMICO: General Electric Mortgage Insurance Corporation and its successors
in interest.

     Global Securities: The global certificates representing the Book-Entry
Certificates.

     GNMA: The Government National Mortgage Association, a wholly owned
corporate instrumentality of the United States within HUD.

     Group 1: All of the Group 1 Certificates.

     Group 1 Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A5,
Class 1-AP, Class 1-AX or Class R Certificate and the A4(1) Component of the
Class A4 Certificates.



                                      29
<PAGE>

     Group 2: All of the Group 2 Certificates.

     Group 2 Certificate: Any Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A5,
Class 2-A6 or Class 2-AX Certificate and the A4(2) Component of the Class A4
Certificates.

     Group 3: All of the Group 3 Certificates.

     Group 3 Certificate: Any Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A5,
Class 3-A6, Class 3-A7, Class 3-AX or Class 3-AP Certificate.

     Group 4: All of the Group 4 Certificates.

     Group 4 Certificates: Any Class 4-A1, Class 4-A2, Class 4-A3, Class 4-A5,
Class 4-A6, Class 4-A7, Class 4-AP or Class 4-AX Certificates and the A4(4)
Component of the Class A4 Certificates.

     Group 5: All of the Group 5 Certificates.

     Group 5 Certificates: Any Class 5-A1, Class 5-AP or Class 5-AX
Certificate.

     Group 6: All of the Group 6 Certificates.

     Group 6 Certificates: Any Class 6-A1, Class 6-A2, Class 6-A3, Class 6-A5,
Class 6-A6, Class 6-AP or Class 6-AX Certificates and the A4(6) Component of
the Class A4 Certificates.

     Group Subordinate Amount: As to any Mortgage Pool and any Distribution
Date, the excess of the Non-AP Pool Balance of such Mortgage Pool for the
immediately preceding Distribution Date over the sum of the aggregate of the
Certificate Principal Amounts of the Non-AP Senior Certificates and the
Component Principal Amount of the Component of the related Certificate Group
immediately prior to the related Distribution Date.

     Holder or Certificateholder: The registered owner of any Certificate as
recorded on the books of the Certificate Registrar except that, solely for the
purposes of taking any action or giving any consent pursuant to this Agreement,
any Certificate registered in the name of the Depositor, the Trustee, the
Master Servicer, any Servicer or any Affiliate thereof shall be deemed not to
be outstanding in determining whether the requisite percentage necessary to
effect any such consent has been obtained, except that, in determining whether
the Trustee shall be protected in relying upon any such consent, only
Certificates which a Responsible Officer of the Trustee knows to be so owned
shall be disregarded. The Trustee may request and conclusively rely on
certifications by the Depositor, the Master Servicer and any Servicer in
determining whether any Certificates are registered to an Affiliate of the
Depositor, the Master Servicer or such Servicer.

     HUD: The United States Department of Housing and Urban Development, or any
successor thereto.

     Independent: When used with respect to any Accountants, a Person who is
"independent" within the meaning of Rule 2-01(b) of the Securities and Exchange
Commission's

                                      30
<PAGE>

Regulation S-X. When used with respect to any other Person, a Person who (a) is
in fact independent of another specified Person and any Affiliate of such other
Person, (b) does not have any material direct financial interest in such other
Person or any Affiliate of such other Person, and (c) is not connected with
such other Person or any Affiliate of such other Person as an officer,
employee, promoter, underwriter, trustee, partner, director or Person
performing similar functions.

     Individual Redemption Certificate: A Redemption Certificate with a $1,000
Certificate Principal Amount.

     Initial LIBOR Rate: 3.79%.

     Insurance Agreement: The Insurance Agreement dated as of June 1, 2001,
among the Depositor, the Seller, the Trustee and the Certificate Insurer, a
copy of which is attached as Exhibit L hereto.

     Insurance Policy: Any Primary Mortgage Insurance Policy and any standard
hazard insurance policy, flood insurance policy, earthquake insurance policy or
title insurance policy relating to the Mortgage Loans or the Mortgaged
Properties, to be in effect as of the Closing Date or thereafter during the
term of this Agreement.

     Insurance Proceeds: Amounts paid by the insurer under any Insurance
Policy, other than amounts (i) to cover expenses incurred by or on behalf of
the Servicer in connection with procuring such proceeds, (ii) to be applied to
restoration or repair of the related Mortgaged Property, (iii) required to be
paid over to the Mortgagor pursuant to law or the related Mortgage Note or (iv)
to be applied toward payment of any Retained Interest.

     Insured Payment: The meaning assigned to such term in the Class A4
Certificate Insurance Policy or Class 3-A5 Certificate Insurance Policy, as
applicable.

     Interest Distribution Amount: Not applicable.

     Interest Shortfall: With respect to any Class of Certificates (other than
a Principal Only Certificate) and any Distribution Date, any Accrued
Certificate Interest not distributed (or added to principal) with respect to
any previous Distribution Date, other than any Net Prepayment Interest
Shortfalls.

     Intervening Assignments: The original intervening assignments of the
Mortgage, notice of transfer or equivalent instrument.

     Latest Possible Maturity Date: The Distribution Date in June 2034.

     Lehman Capital: Lehman Capital, A Division of Lehman Brothers Holdings
Inc., or any successor in interest.

     LIBOR: With respect to the first Accrual Period, the Initial LIBOR Rate.
With respect to each subsequent Accrual Period, the per annum rate determined
pursuant to Section 4.05 on the basis of London interbank offered rate
quotations for one-month Eurodollar deposits, as such

                                      31

<PAGE>

quotations may appear on the display designated as page "LIUS01M" on the
Bloomberg Financial Markets Commodities News (or such other page as may replace
such page on that service for the purpose of displaying London interbank
offered quotations of major banks).

     LIBOR Certificate: Any Class 6-A1, Class 6-A2, Class 6-A3 or Class 6-A5
Certificate.

     LIBOR Component: None.

     LIBOR Determination Date: The second London Business Day immediately
preceding the commencement of each Accrual Period with respect to any LIBOR
Certificates other than the first such Accrual Period.

     Liquidated Mortgage Loan: Any defaulted Mortgage Loan as to which the
Master Servicer or the applicable Servicer has determined that all amounts that
it expects to recover on behalf of the Trust Fund from or on account of such
Mortgage Loan have been recovered.

     Liquidation Expenses: Expenses that are incurred by the Master Servicer or
a Servicer in connection with the liquidation of any defaulted Mortgage Loan
and are not recoverable under the applicable Primary Mortgage Insurance Policy,
including, without limitation, foreclosure and rehabilitation expenses, legal
expenses and unreimbursed amounts expended pursuant to Sections 9.06, 9.16 or
9.22.

     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 Mortgaged Property if the Mortgaged Property is acquired in
satisfaction of the Mortgage Loan, including any amounts remaining in the
related Escrow Account.

     Living Holder: Any Holder of a Redemption Certificate other than a
Deceased Holder.

     Loan-to-Value Ratio: With respect to any Mortgage Loan, the ratio of the
principal balance of such Mortgage Loan at origination, or such other date as
is specified, to the Original Value thereof.

     London Business Day: Any day on which banks are open for dealing in
foreign currency and exchange in London, England and New York City.

     Lower Tier Interest: Any one of the classes of lower tier interests
described in the Preliminary Statement hereto.

     Lower Tier Interest Rate: As to each Lower Tier Interest, the applicable
interest rate, if any, as described in the Preliminary Statement hereto.

     Lower Tier REMIC: One of the two separate REMICs as described in the
Preliminary Statement hereto.

     Maintenance: With respect to any Cooperative Unit, the rent or fee paid by
the Mortgagor to the Cooperative Corporation pursuant to the Proprietary Lease.

                                      32
<PAGE>

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

     Master Servicer Remittance Date: No later than 2:00 p.m. eastern time two
Business Days after each Remittance Date.

     Master Servicing Fee: As to any Distribution Date, all income and gain
realized from the investment of funds in the Collection Account during the
period from and including the Master Servicer Remittance Date in the calendar
month immediately preceding the month in which such Distribution Date occurs,
to but excluding the Master Servicer Remittance Date relating to such
Distribution Date.

     Master Servicing Fee Rate: Not applicable.

     Material Defect: As defined in Section 2.02(c) hereof.

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

     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.

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

     Mortgage: A mortgage, deed of trust or other instrument encumbering a fee
simple interest in real property securing a Mortgage Note, together with
improvements thereto.

     Mortgage 100(SM) Loan: A Mortgage Loan identified on Schedule C hereof that
has a Loan-to-Value Ratio at origination in excess of 80.00% and that is
secured by Additional Collateral and does not have a Primary Mortgage Insurance
Policy.

     Mortgage File: The mortgage documents listed in Section 2.01(b) pertaining
to a particular Mortgage Loan required to be delivered to the Trustee or a
Custodian pursuant to this Agreement.

     Mortgage Loan: A Mortgage and the related notes or other evidences of
indebtedness secured by each such Mortgage or a manufactured housing contract
conveyed, transferred, sold, assigned to or deposited with the Trustee pursuant
to Section 2.01 or Section 2.05, including without limitation, each Mortgage
Loan listed on the Mortgage Loan Schedule, as amended from time to time.

     Mortgage Loan Sale Agreement: The agreement, dated as of June 1, 2001, for
the sale of the Mortgage Loans by Lehman Capital to the Depositor.

     Mortgage Loan Schedule: The schedule attached hereto as Schedule A, which
shall identify each Mortgage Loan and designate, among other data fields, the
applicable Mortgage

                                     33

<PAGE>

Pool in which such Mortgage Loan is included, the Servicer of such Mortgage
Loan and the Retained Interest, if any, applicable to such Mortgage Loan, as
such schedule may be amended from time to time to reflect the addition of
Mortgage Loans to, or the deletion of Mortgage Loans from, the Trust Fund. The
Depositor shall be responsible for providing the Trustee, the Securities
Administrator and the Certificate Insurer with all amendments to the Mortgage
Loan Schedule.

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

     Mortgage Pool: Any of Pool 1, Pool 2, Pool 3, Pool 4, Pool 5 or Pool 6.

     Mortgage Rate: As to any Mortgage Loan, the per annum rate at which
interest accrues on such Mortgage Loan.

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

     Mortgagor: The obligor on a Mortgage Note.

     Negative Amortization Certificate: None.

     Net Liquidation Proceeds: With respect to any Liquidated Mortgage Loan,
the related Liquidation Proceeds net of unreimbursed expenses incurred in
connection with liquidation or foreclosure and unreimbursed Advances, Servicing
Advances, Servicing Fees and Retained Interest, if any, received and retained
in connection with the liquidation of such Mortgage Loan.

     Net Mortgage Rate: With respect to any Mortgage Loan, the Mortgage Rate
thereof reduced by the sum of the applicable Servicing Fee Rate, the applicable
Retained Interest Rate, if any, and, if applicable, the premium rate on any
lender-provided mortgage insurance.

     Net Prepayment Interest Shortfall: With respect to each Mortgage Pool and
any Distribution Date, the excess, if any, of any Prepayment Interest
Shortfalls with respect to the Mortgage Loans in such Mortgage Pool for such
date over the sum of any amounts paid by the Servicers with respect to such
shortfalls and any amount that is required to be paid by the Master Servicer in
respect of such shortfalls pursuant to this Agreement.

     Non-AP Percentage: As to any Discount Mortgage Loan in Pool 1, Pool 3,
Pool 4, Pool 5 and Pool 6, the percentage equivalent of the fraction, the
numerator of which is the Net Mortgage Rate of such Discount Mortgage Loan and
the denominator which is the applicable Designated Rate. As to any Non-Discount
Mortgage Loan in Pool 1, Pool 3, Pool 4, Pool 5 and Pool 6, 100%.

     Non-AP Pool Balance: As to each of Pool 1, Pool 3, Pool 4, Pool 5 and Pool
6 and any Distribution Date, the sum of the applicable Non-AP Percentage of the
Scheduled Principal

                                      34
<PAGE>

Balance of each Mortgage Loan included in such Mortgage Pool. As to Pool 2 and
any Distribution Date, the aggregate Scheduled Principal Balance of each
Mortgage Loan included in such Mortgage Pool.

     Non-AP Senior Certificate: Any Senior Certificate other than the Class AP
Certificates.

     Non-Book-Entry Certificate: Any Certificate other than a Book-Entry
Certificate.

     Non-Discount Mortgage Loan: With respect to Pool 1, any Mortgage Loan with
a Net Mortgage Rate equal to or greater than 6.80% per annum; with respect to
Pool 2, any Mortgage Loan with a Net Mortgage Rate equal to or greater than
7.00% per annum; with respect to Pool 3, any Mortgage Loan with a Net Mortgage
Rate equal to or greater than 6.75% per annum; with respect to Pool 4, any
Mortgage Loan with a Net Mortgage Rate equal to or greater than 6.85% per
annum; with respect to Pool 5, any Mortgage Loan with a Net Mortgage Rate equal
to or greater than 7.50%; and with respect to Pool 6, any Mortgage Loan with a
Net Mortgage Rate equal to or greater than 8.50%.

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

     Non-permitted Foreign Holder: As defined in Section 3.03(f).

     Non-U.S. Person: Any person other than (i) a citizen or resident of the
United States; (ii) a corporation (or entity treated as a corporation for tax
purposes) created or organized in the United States or under the laws of the
United States or of any state thereof, including, for this purpose, the
District of Columbia; (iii) a partnership (or entity treated as a partnership
for tax purposes) organized in the United States or under the laws of the
United States or of any state thereof, including, for this purpose, the
District of Columbia (unless provided otherwise by future Treasury
regulations); (iv) an estate whose income is includible in gross income for
United States income tax purposes regardless of its source; or (v) a trust, if
a court within the United States is able to exercise primary supervision over
the administration of the trust and one or more U.S. Persons have authority to
control all substantial decisions of the trust. Notwithstanding the last clause
of the preceding sentence, to the extent provided in Treasury regulations,
certain trusts in existence on August 20, 1996, and treated as U.S. Persons
prior to such date, may elect to continue to be U.S. Persons.

     Notice of Nonpayment: The notice to be delivered by the Trustee to the
Certificate Insurer with respect to any Distribution Date pursuant to Section
5.07(a), which shall be in the form attached to the Class A4 Certificate
Insurance Policy or the Class 3-A5 Certificate Insurance Policy, as applicable.

     Notional Amount: With respect to any Notional Certificate and any
Distribution Date, such Certificate's or Component's Percentage Interest of the
Class Notional Amount of such Class of Certificates for such Distribution Date.

     Notional Certificate: Any Class 1-A2, Class 1-A5, Class 1-AX, Class 2-A2,
Class 2-A6, Class 2-AX, Class 3-A6, Class 3-AX, Class 4-A2, Class 4-A7, Class
4-AX, Class 5-AX, Class 6-A3, Class 6-A5, Class 6-A6 or Class 6-AX Certificate.



                                      35
<PAGE>

     Notional Component: Not applicable.

     Offering Document: The private placement memorandum dated June 28, 2001
relating to the Class B4, Class B5 and Class B6 Certificates, or the
Prospectus.

     Officer's Certificate: A certificate signed by the Chairman of the Board,
any Vice Chairman, the President, any Vice President or any Assistant Vice
President of a Person, and in each case delivered to the Trustee.

     Opinion of Counsel: A written opinion of counsel, reasonably acceptable in
form and substance to the Trustee, and who may be in-house or outside counsel
to the Depositor, the Master Servicer or a Servicer but which must be
Independent outside counsel with respect to any such opinion of counsel
concerning the transfer of any Residual Certificate or concerning certain
matters with respect to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or the taxation, or the federal income tax status, of each
REMIC. For purpose of Section 2.01(c)(i), the Opinion of Counsel referred to
therein may take the form of a memorandum of law or other acceptable assurance.

     Original Credit Support Percentage: With respect to each Class of
Subordinate Certificates, the Credit Support Percentage for such Class of
Certificates on the Closing Date.

     Original Group Subordinate Amount: As to any Mortgage Pool, the Group
Subordinate Amount for such Mortgage Pool on the Closing Date.

     Original Value: The lesser of (a) the Appraised Value of a Mortgaged
Property at the time the related Mortgage Loan was originated and (b) if the
Mortgage Loan was made to finance the acquisition of the related Mortgaged
Property, the purchase price paid for the Mortgaged Property by the Mortgagor
at the time the related Mortgage Loan was originated.

     Parent Power(SM) Loan: A Mortgage Loan identified on Schedule C hereto that
has a Loan-to-Value Ratio at origination in excess of 80.00%, that is supported
by Additional Collateral and does not have a Primary Mortgage Insurance Policy.

     Paying Agent: Any paying agent appointed pursuant to Section 3.08.

     Percentage Interest: With respect to any Certificate and the related
Class, such Certificate's percentage interest in the undivided beneficial
ownership interest in the Trust Fund evidenced by all Certificates of the same
Class as such Certificate. With respect to any Certificate other than a
Notional Certificate, the Percentage Interest evidenced thereby shall equal the
initial Certificate Principal Amount thereof divided by the initial Class
Principal Amount of all Certificates of the same Class. With respect to any
Notional Certificate, the Percentage Interest evidenced thereby shall be as
specified on the face thereof.

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

     Placement Agent: Lehman Brothers Inc.



                                      36
<PAGE>

     Plan Asset Regulations: The Department of Labor regulations set forth in
29 C.F.R. 2510.3-101.

     Pool 1: The aggregate of the Mortgage Loans identified on the Mortgage
Loan Schedule as being included in Pool 1.

     Pool 1 AX Loan: Any Non-Discount Mortgage Loan in Pool 1 excluding any
Retained Interest Mortgage Loan (each listed on Schedule D hereto).

     Pool 1 Mortgage Loan: Any Mortgage Loan in Pool 1.

     Pool 2: The aggregate of the Mortgage Loans identified on the Mortgage
Loan Schedule as being included in Pool 2.

     Pool 2 AX Loan: Any Non-Discount Mortgage Loan in Pool 2 excluding any
Retained Interest Mortgage Loan (each listed on Schedule D hereto).

     Pool 2 Mortgage Loan: Any Mortgage Loan in Pool 2.

     Pool 3: The aggregate of the Mortgage Loans identified on the Mortgage
Loan Schedule as being included in Pool 3.

     Pool 3 Mortgage Loan: Any Mortgage Loan in Pool 3.

     Pool 4: The aggregate of the Mortgage Loans identified on the Mortgage
Loan Schedule as being included in Pool 4.

     Pool 4 AX Loan: Any Non-Discount Mortgage Loan in Pool 4 excluding any
Retained Interest Mortgage Loan (each listed on Schedule D hereto).

     Pool 4 Mortgage Loan: Any Mortgage Loan in Pool 4.

     Pool 5: The aggregate of the Mortgage Loans identified on the Mortgage
Loan Schedule as being included in Pool 5.

     Pool 5 AX Loan: Any Non-Discount Mortgage Loan in Pool 5 excluding any
Retained Interest Mortgage Loan (each listed on Schedule D hereto).

     Pool 5 Mortgage Loan: Any Mortgage Loan in Pool 5.

     Pool 6: The aggregate of the Mortgage Loans identified on the Mortgage
Loan Schedule as being included in Pool 6.

     Pool 6 AX Loan: Any Non-Discount Mortgage Loan in Pool 6 excluding any
Retained Interest Mortgage Loan (each listed on Schedule D hereto).

     Pool 6 Mortgage Loan: Any Mortgage Loan in Pool 6.



                                      37
<PAGE>

     Pool PMI Policy: The Mortgage Guaranty Insurance Policy (Policy No. 6221)
issued by General Electric Mortgage Insurance Corporation acquired on behalf of
the Trust Fund.

     Preference Amount: The meaning assigned to such term in the Class A4
Certificate Insurance Policy or Class 3-A5 Certificate Insurance Policy , as
applicable.

     Pledged Asset Loan-to-Value Ratio: With respect to any Pledged Asset
Mortgage Loan, (i) the original loan amount less the portion of any required
Additional Collateral which is covered by the Surety Bond, divided by (ii) the
Original Value of the related Mortgaged Property.

     Pledged Asset Mortgage Loan: Each Mortgage 100(SM) Loan and Parent
Power(SM) Loan that is supported by Additional Collateral and identified on
Schedule C hereto.

     Prepayment Interest Shortfall: With respect to any Distribution Date and
any Principal Prepayment in part or in full, the difference between (i) one
full month's interest at the applicable Mortgage Rate (giving effect to any
applicable Relief Act Reduction), as reduced by the applicable Servicing Fee
Rate and the applicable Retained Interest Rate, if any, on the outstanding
principal balance of such Mortgage Loan immediately prior to such prepayment
and (ii) the amount of interest actually received with respect to such Mortgage
Loan in connection with such Principal Prepayment.

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

     Prepayment Period: With respect to any Distribution Date, the calendar
month immediately preceding the month in which such Distribution Date occurs.

     Primary Mortgage Insurance Policy: Mortgage guaranty insurance, if any, on
an individual Mortgage Loan, as evidenced by a policy or certificate, including
the Pool PMI Policy.

     Principal Amount Schedules: Not applicable.

     Principal Only Certificate: Any Class, 1-AP, Class 3-AP, Class 4-AP, Class
5-AP or Class 6-AP Certificate.

     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 or the applicable Servicing
Agreement.

     Proceeding: Any suit in equity, action at law or other judicial or
administrative proceeding.



                                      38
<PAGE>

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

     Prospectus: The prospectus supplement dated June 28, 2001, together with
the accompanying prospectus dated June 27, 2001, relating to each Class of
Certificates other than the Class B4, Class B5 and Class B6 Certificates.

     Purchase Price: With respect to the repurchase of a Mortgage Loan pursuant
to this Agreement, an amount equal to the sum of (a) 100% of the unpaid
principal balance of such Mortgage Loan, (b) accrued interest thereon at the
Mortgage Rate, from the date as to which interest was last paid to (but not
including) the Due Date immediately preceding the related Distribution Date and
(c) any unreimbursed Servicing Advances with respect to such Mortgage Loan. The
Certificate Insurer shall be reimbursed from the Purchase Price for any unpaid
Reimbursement Amount due to the Certificate Insurer with respect to such
repurchased Mortgage Loan. The Master Servicer or the applicable Servicer (or
the Securities Administrator, if applicable) shall be reimbursed from the
Purchase Price for any Mortgage Loan or related REO Property for any Advances
made with respect to such Mortgage Loan that are reimbursable to the Master
Servicer, such Servicer or the Securities Administrator under this Agreement or
the related Servicing Agreement, as well as any unreimbursed Servicing Advances
and accrued and unpaid Master Servicing Fees or Servicing Fees, as applicable.

     QIB: As defined in Section 3.03(c).

     Qualified GIC: A guaranteed investment contract or surety bond providing
for the investment of funds in the Collection Account or the Certificate
Account and insuring a minimum, fixed or floating rate of return on investments
of such funds, which contract or surety bond shall:

     (a) be an obligation of an insurance company or other corporation whose
long-term debt is rated by each Rating Agency in one of its two highest rating
categories or, if such insurance company has no long-term debt, whose claims
paying ability is rated by each Rating Agency in one of its two highest rating
categories, and whose short-term debt is rated by each Rating Agency in its
highest rating category;

     (b) provide that the Trustee may exercise all of the rights under such
contract or surety bond without the necessity of taking any action by any other
Person;

     (c) provide that if at any time the then current credit standing of the
obligor under such guaranteed investment contract is such that continued
investment pursuant to such contract of funds would result in a downgrading of
any rating of the Certificates (which in the case of the Class A4 Certificates
is determined without regard to the Class A4 Certificate Insurance Policy and
in the case of the 3-A5 Certificates is determined without regard to the Class
3-A5 Certificate Insurance Policy), the Trustee shall terminate such contract
without penalty and be entitled to the return of all funds previously invested
thereunder, together with accrued interest thereon at the interest rate
provided under such contract to the date of delivery of such funds to the
Trustee;



                                      39
<PAGE>

     (d) provide that the Trustee's interest therein shall be transferable to
any successor trustee hereunder; and

     (e) provide that the funds reinvested thereunder and accrued interest
thereon be returnable to the Collection Account or the Certificate Account, as
the case may be, not later than the Business Day prior to any Distribution
Date.

     Qualified Insurer: An insurance company duly qualified as such under the
laws of the states in which the related Mortgaged Properties are located, duly
authorized and licensed in such states to transact the applicable insurance
business and to write the insurance provided and whose claims paying ability is
rated by each Rating Agency in its highest rating category or whose selection
as an insurer will not adversely affect the rating of the Certificates (which
in the case of the Class A4 Certificates is determined without regard to the
Class A4 Certificate Insurance Policy and in the case of the 3-A5 Certificates
is determined without regard to the Class 3-A5 Certificate Insurance Policy).

     Qualifying Substitute Mortgage Loan: In the case of a Mortgage Loan
substituted for a Deleted Mortgage Loan, a Mortgage Loan that, on the date of
substitution, (i) has a Scheduled Principal Balance (together with that of any
other mortgage loan substituted for the same Deleted Mortgage Loan) as of the
Due Date in the month in which such substitution occurs not in excess of the
Scheduled Principal Balance of the related Deleted Mortgage Loan, provided,
however, that, to the extent that the Scheduled Principal Balance of such
Mortgage Loan is less than the Scheduled Principal Balance of the related
Deleted Mortgage Loan, then such differential in principal amount, together
with interest thereon at the applicable Mortgage Rate net of the Master
Servicing Fee and the applicable Servicing Fee from the date as to which
interest was last paid through the end of the Due Period in which such
substitution occurs, shall be paid by the party effecting such substitution to
the Trustee for deposit into the Certificate Account, and shall be treated as a
Principal Prepayment hereunder; (ii) has a Net Mortgage Rate not lower than the
Net Mortgage Rate of the related Deleted Mortgage Loan and will be a Discount
Mortgage Loan if the Deleted Mortgage Loan was a Discount Mortgage Loan or a
Non-Discount Mortgage Loan if the Deleted Mortgage Loan was a Non-Discount
Mortgage Loan; (iii) has a remaining stated term to maturity not longer than,
and not more than one year shorter than, the remaining term to stated maturity
of the related Deleted Mortgage Loan; (iv) (A) has a Loan-to-Value Ratio as of
the date of such substitution of not greater than 80%, provided, however, that
if the related Deleted Mortgage Loan has a Loan-to-Value Ratio of greater than
80%, then the Loan-to-Value Ratio of such substitute Mortgage Loan may be
greater than 80% but shall not be greater than the Loan-to-Value Ratio of the
related Deleted Mortgage Loan and (B) the addition of such substitute Mortgage
Loan does not increase the weighted average Loan-to-Value Ratio of the related
Mortgage Pool by more than 5%; (v) will comply with all of the representations
and warranties relating to Mortgage Loans set forth herein, as of the date as
of which such substitution occurs; (vi) is not a Cooperative Loan unless the
related Deleted Mortgage Loan was a Cooperative Loan; (vii) if applicable, has
the same index as and a margin not less than that of the related Deleted
Mortgage Loan; (viii) has not been delinquent for a period of more than 30 days
more than once in the twelve months immediately preceding such date of
substitution; (ix) is covered by a Primary Mortgage Insurance Policy if the
related Deleted Mortgage Loan is so covered, and the Loan-to-Value Ratio of
such Mortgage Loan is greater than 80%; and (x) has a Credit Score not greater
than 20 points lower than the Credit Score of the related Deleted



                                      40
<PAGE>

Mortgage Loan, provided, however, that if the Deleted Mortgage Loan does not
have a Credit Score, then such substitute Mortgage Loan shall have a Credit
Score equal to or greater than 700. In the event that either one mortgage loan
is substituted for more than one Deleted Mortgage Loan or more than one
mortgage loan is substituted for one or more Deleted Mortgage Loans, then (a)
the Scheduled Principal Balance referred to in clause (i) above shall be
determined such that the aggregate Scheduled Principal Balance of all such
substitute Mortgage Loans shall not exceed the aggregate Scheduled Principal
Balance of all Deleted Mortgage Loans and (b) each of (1) the rate referred to
in clause (ii) above, (2) the remaining term to stated maturity referred to in
clause (iii) above, (3) the Loan-to-Value Ratio referred to in clause (iv)
above and (4) the Credit Score referred to in clause (x) above shall be
determined on a weighted average basis, provided that the final scheduled
maturity date of any Qualifying Substitute Mortgage Loan shall not exceed the
Final Scheduled Distribution Date of any Class of Certificates. Whenever a
Qualifying Substitute Mortgage Loan is substituted for a Deleted Mortgage Loan
pursuant to this Agreement, the party effecting such substitution shall certify
such qualification in writing to the Trustee.

     Rating Agency: Each of Fitch, Moody's and S&P.

     Realized Loss: (a) with respect to each Liquidated Mortgage Loan, an
amount equal to (i) the unpaid principal balance of such Mortgage Loan as of
the date of liquidation, plus (ii) interest at the applicable Net Mortgage Rate
from the date as to which interest was last paid up to the last day of the
month of such liquidation, minus (iii) Liquidation Proceeds received, net of
amounts that are reimbursable to the Master Servicer or the applicable Servicer
with respect to such Mortgage Loan (other than Advances of principal and
interest) including expenses of liquidation, and (b) with respect to each
Mortgage Loan that has become the subject of a Deficient Valuation, the
difference between the unpaid principal balance of such Mortgage Loan
immediately prior to such Deficient Valuation and the unpaid principal balance
of such Mortgage Loan as reduced by the Deficient Valuation. In determining
whether a Realized Loss on a Liquidated Mortgage Loan is a Realized Loss of
interest or principal, Liquidation Proceeds shall be allocated, first, to
payment of expenses related to such Liquidated Mortgage Loan (including payment
of any Retained Interest), then to accrued unpaid interest and finally to
reduce the principal balance of the Mortgage Loan.

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

     Record Date: With respect to any Distribution Date and each Class of
Certificates other than any Class 6-A1, Class 6-A2, Class 6-A3 and Class 6-A5
Certificates, the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs with
respect to any Distribution Date and with respect to any Class 6-A1, Class
6-A2, Class 6-A3 and Class 6-A5 Certificates, the day immediately preceding the
related Distribution Date.

     Redemption Certificate: Any Class A4 Certificate.

     Reference Banks: As defined in Section 4.05.



                                      41
<PAGE>

     Regulation S: Regulation S promulgated under the Act or any successor
provision thereto, in each case as the same may be amended from time to time;
and all references to any rule, section or subsection of, or definition or term
contained in, Regulation S means such rule, section, subsection, definition or
term, as the case may be, or any successor thereto, in each case as the same
may be amended from time to time.

     Regulation S Global Security: The meaning specified in Section 3.01(c).

     Reimbursement Amount: As defined in Section 5.02(a)(6).

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

     Relief Act Reduction: With respect to any Mortgage Loan as to which there
has been a reduction in the amount of interest collectible thereon as a result
of application of the Solders' 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 interest accrued thereon for
the applicable one-month period at the Mortgage Rate without giving effect to
such reduction.

     REMIC: Each of the Lower Tier REMIC and the Upper Tier REMIC, as described
in the Preliminary Statement hereto.

     REMIC Provisions: The provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at sections 860A through
86OG of Subchapter M of Chapter 1 of the Code, and related provisions, and
regulations, including proposed regulations and rulings, and administrative
pronouncements promulgated thereunder, as the foregoing may be in effect from
time to time.

     Remittance Date: The day in each month on which each Servicer is required
to remit payments to the account maintained by the Master Servicer, as
specified in the related Servicing Agreement, which is the 18th day of each
month (or if such 18th day is not a Business Day, the next succeeding Business
Day).

     REO Property: A Mortgaged Property acquired by the Trust Fund through
foreclosure or deed-in-lieu of foreclosure in connection with a defaulted
Mortgage Loan or otherwise treated as having been acquired pursuant to the
REMIC Provisions.

     Reserve Interest Rate: As defined in Section 4.05.

     Residual Certificate: Any Class R Certificate.

     Responsible Officer: When used with respect to the Trustee or the
Securities Administrator, any Vice President, Assistant Vice President, the
Secretary, any assistant secretary, the Treasurer, or any assistant treasurer,
working in its corporate trust department and having direct responsibility for
the administration of this Agreement.

     Restricted Certificate: Any Class B4, Class B5 or Class B6 Certificate but
excluding any Restricted Global Security.



                                      42
<PAGE>

     Restricted Global Security: The meaning specified in Section 3.01(c).

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

     Retained Interest Mortgage Loan: Each Mortgage Loan listed on Schedule B
hereto.

     Retained Interest Holder: Lehman Capital or any successor in interest by
assignment or otherwise.

     Retained Interest Rate: With respect to each Retained Interest Mortgage
Loan, the excess of the Mortgage Rate of such Mortgage Loan over the applicable
Trust Rate.

     Rounding Account: The Class A4 Rounding Account.

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

     Scheduled Amount: Not applicable.

     Scheduled Principal Amount: For any Distribution Date, the amount
described in clause (i) of Senior Principal Distribution Amount (without
application of the Senior Percentage) for Pool 3.

     Scheduled Certificate: None.

     Scheduled Component: None.

     Scheduled Payment: Each scheduled payment of principal and interest (or of
interest only, if applicable) to be paid by the Mortgagor on a Mortgage Loan,
as reduced (except where otherwise specified herein) by the amount of any
related Debt Service Reduction (excluding all amounts of principal and interest
that were due on or before the Cut-off Date whenever received) and, in the case
of an REO Property, an amount equivalent to the Scheduled Payment that would
have been due on the related Mortgage Loan if such Mortgage Loan had remained
in existence. In the case of any bi-weekly payment Mortgage Loan, all payments
due on such Mortgage Loan during any Due Period shall be deemed collectively to
constitute the Scheduled Payment due on such Mortgage Loan in such Due Period.

     Scheduled Principal Balance: With respect to (i) any Mortgage Loan as of
any Distribution Date, the principal balance of such Mortgage Loan at the close
of business on the Cut-off Date, after giving effect to principal payments due
on or before the Cut-off Date, whether or not received, less an amount equal to
principal payments due after the Cut-off Date and on or before the Due Date in
the related Due Period, whether or not received from the Mortgagor or advanced
by the applicable Servicer or the Master Servicer, and all amounts allocable to
unscheduled principal payments (including Principal Prepayments, Net
Liquidation Proceeds, Insurance Proceeds and condemnation proceeds, in each
case to the extent identified and applied prior to or during the applicable
Prepayment Period) and (ii) any REO Property as of any Distribution Date, the
Scheduled Principal Balance of the related Mortgage Loan on the Due




                                      43
<PAGE>

Date immediately preceding the date of acquisition of such REO Property by or
on behalf of the Trustee (reduced by any amount applied as a reduction of
principal on the Mortgage Loan). With respect to any Mortgage Loan as of the
Cut-off Date, as specified in the Mortgage Loan Schedule.

     Securities Administrator: Wells Fargo Bank Minnesota, N. A., not in its
individual capacity but solely as Securities Administrator, or any successor in
interest, or if any successor Securities Administrator shall be appointed as
herein provided, then such successor Securities Administrator.

     Securities Administrator Account: A separate account established pursuant
to Section 4.07.

     Securities Administrator Fee: As to any Distribution Date, all income and
gain realized from the investment of funds in the Securities Administrator
Account from the second Business Day prior to the Distribution Date to but
excluding the Deposit Date.

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

     Security Entitlement: The meaning specified in Section 8-102(a)(17) of the
UCC.

     Seller: Lehman Capital, A Division of Lehman Brothers Holdings Inc., or
any successor in interest.

     Senior Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A5,
Class 1-AP, Class 1-AX, Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A5, Class
2-A6, Class 2-AX, Class 3-A1, Class 3-A2, Class 3-A3, Class 3-A5, Class 3-A6,
Class 3-A7, Class 3-AP, Class 3-AX, Class 4-A1, Class 4-A2, Class 4-A3, Class
4-A5, Class 4-A6, Class 4-A7, Class 4-AP, Class 4-AX, Class 5-A1, Class 5-AP,
Class 5-AX, Class 6-A1, Class 6-A2, Class 6-A3, Class 6-A5, Class 6-A6, Class
6-AP, Class 6-AX, Class A4 or Class R Certificate.

     Senior Percentage: With respect to each Mortgage Pool and any Distribution
Date, the percentage equivalent of the fraction, the numerator of which is the
aggregate of the Certificate Principal Amounts (or Component Principal Amounts)
of the each Class of Senior Certificates (other than any Interest-Only
Certificates or Principal-Only Certificates) for the related Mortgage Pool
immediately prior to such Distribution Date and the denominator of which is the
related Non-AP Pool Balance for the immediately preceding Distribution Date.

     Senior Prepayment Percentage: With respect to each Mortgage Pool and any
Distribution Date occurring during the five years beginning on the first
Distribution Date, 100%. With respect to each Mortgage Pool and for any
Distribution Date occurring on or after the fifth anniversary of the first
Distribution Date, the related Senior Percentage plus the following percentage
of the related Subordinate Percentage for such Distribution Date: for any
Distribution Date in the first year thereafter, 70%; for any Distribution Date
in the second year thereafter, 60%; for any Distribution Date in the third year
thereafter, 40%; for any Distribution Date in the



                                      44
<PAGE>

fourth year thereafter, 20%; and for any subsequent Distribution Date, 0%;
provided, however, that if on any of the foregoing Distribution Dates the
Senior Percentage for any Mortgage Pool exceeds the initial Senior Percentage
for such Mortgage Pool, the Senior Prepayment Percentage for any Mortgage Pool
for such Distribution Date shall once again equal 100% for such Distribution
Date.

     Notwithstanding the foregoing, no decrease in the Senior Prepayment
Percentage for any Mortgage Pool below the level in effect for the most recent
prior period set forth in the paragraph above shall be effective on any
Distribution Date if, as of the first Distribution Date as to which any such
decrease applies, (i) the average outstanding principal balance on such
Distribution Date and for the preceding five Distribution Dates of all Mortgage
Loans in such Mortgage Pool that were delinquent 60 days or more (including for
this purpose any Mortgage Loans in foreclosure and the Scheduled Payments that
would have been due on Mortgage Loans with respect to which the related
Mortgaged Property has been acquired by the Trust Fund if the related Mortgage
Loan had remained in existence) is greater than or equal to 50% of the
applicable Group Subordinate Amount immediately prior to such Distribution Date
or (ii) cumulative Realized Losses with respect to the Mortgage Loans in any
Mortgage Pool exceed (a) with respect to the Distribution Date on the fifth
anniversary of the first Distribution Date, 30% of the related Original Group
Subordinate Amount, (b) with respect to the Distribution Date on the sixth
anniversary of the first Distribution Date, 35% of the related Original Group
Subordinate Amount, (c) with respect to the Distribution Date on the seventh
anniversary of the first Distribution Date, 40% of the related Original Group
Subordinate Amount, (d) with respect to the Distribution Date on the eighth
anniversary of the first Distribution Date, 45% of the related Original Group
Subordinate Amount, and (e) with respect to the Distribution Date on the ninth
anniversary of the first Distribution Date or thereafter, 50% of the related
Original Group Subordinate Amount. After the Class Principal Amount of each
Class of Senior Certificates (and the Component Principal Amount of the related
Components) in any Certificate Group has been reduced to zero, the Senior
Prepayment Percentage for the related Mortgage Pool shall be 0%.

     Senior Principal Distribution Amount: For each Certificate Group and any
Distribution Date, the sum of the following amounts:

          (i) the product of (1) the related Senior Percentage for such date
     and (2) the principal portion (multiplied by the applicable Non-AP
     Percentage in the case of Pool 1, Pool 3, Pool 4, Pool 5 and Pool 6) of
     each Scheduled Payment (without giving effect to any Debt Service
     Reduction occurring prior to the Bankruptcy Coverage Termination Date), on
     each Mortgage Loan in the related Mortgage Pool due during the related Due
     Period;

          (ii) the product of (a) the related Senior Prepayment Percentage for
     such date and (b) each of the following amounts (multiplied by the
     applicable Non-AP Percentage in the case of Pool 1, Pool 3, Pool 4, Pool 5
     and Pool 6): (1) each Principal Prepayment on the Mortgage Loans in the
     related Mortgage Pool collected during the related Prepayment Period, (2)
     each other unscheduled collection, including Insurance Proceeds and Net
     Liquidation Proceeds (other than with respect to any Mortgage Loan in the
     related Mortgage Pool that was finally liquidated during the related
     Prepayment Period) representing or allocable to recoveries of principal
     received during the related



                                      45
<PAGE>

     Prepayment Period, and (3) the principal portion of all proceeds of the
     purchase of any Mortgage Loan in the related Mortgage Pool (or, in the
     case of a permitted substitution, amounts representing a principal
     adjustment) actually received by the Trustee during the related Prepayment
     Period;

          (iii) with respect to unscheduled recoveries allocable to principal
     of any Mortgage Loan in the related Mortgage Pool that was finally
     liquidated during the related Prepayment Period, the lesser of (a) the
     related net Liquidation Proceeds allocable to principal (multiplied by the
     applicable Non-AP Percentage in the case of Pool 1, Pool 3, Pool 4, Pool 5
     and Pool 6) and (b) the product of the related Senior Prepayment
     Percentage for such date and the Scheduled Principal Balance (multiplied
     by the applicable Non-AP Percentage in the case of Pool 1, Pool 3, Pool 4,
     Pool 5 and Pool 6) of such related Mortgage Loan at the time of
     liquidation; and

          (iv) any amounts described in clauses (i) through (iii) for any
     previous Distribution Date that remain unpaid.

If on any Distribution Date the Class Principal Amount of each Class of Senior
Certificates (other than any Class AP Certificates) and the Component Principal
Amount of the related Component in any Certificate Group has been reduced to
zero, the Senior Principal Distribution Amount for such Certificate Group for
such date (following such reduction) and each subsequent Distribution Date
shall be zero.

     Servicer: Any Servicer that has entered into any of the Servicing
Agreements attached as Exhibit E hereto, or any successors in interest.
Initially, the Servicers are Aurora Loan Services Inc., Chase Manhattan
Mortgage Corporation, GreenPoint Mortgage Funding, Inc., IndyMac Bank, F.S.B.,
Cendant Mortgage Corporation, New York Community Bank and Countrywide Home
Loans, Inc.

     Servicing Advances: Expenditures incurred by the Servicer in connection
with the liquidation or foreclosure of a Mortgage Loan which are eligible for
reimbursement under the Servicing Agreement.

     Servicing Agreement: Each Servicing Agreement between a Servicer, the
Seller and the Trustee, dated as of June 1, 2001, attached hereto in Exhibit E,
and any other servicing agreement entered into between a successor servicer and
the Seller or the Trustee pursuant to the terms hereof and the Additional
Collateral Servicing Agreement.

     Servicing Fee: The Servicing Fee specified in the applicable Servicing
Agreement.

     Servicing Fee Rate: With respect to any Servicer, as specified in the
applicable Servicing Agreement.

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



                                      46
<PAGE>

     Special Hazard Loss: With respect to the Mortgage Loans, (x) any Realized
Loss arising out of any direct physical loss or damage to a Mortgaged Property
which is caused by or results from any cause, exclusive of any loss covered by
a hazard policy or a flood insurance policy required to be maintained in
respect of such Mortgaged Property and any loss caused by or resulting from (i)
normal wear and tear, (ii) conversion or other dishonest act on the part of the
Trustee, the Master Servicer, any Servicer or any of their agents or employees,
or (iii) errors in design, faulty workmanship or faulty materials, unless the
collapse of the property or a part thereof ensues, or (y) any Realized Loss
arising from or related to the presence or suspected presence of hazardous
wastes, or hazardous substances on a Mortgaged Property unless such loss is
covered by a hazard policy or flood insurance policy required to be maintained
in respect of such Mortgaged Property, in any case, as reported by any Servicer
to the Master Servicer.

     Special Hazard Loss Limit: As of the Cut-off Date, $9,408,061, which
amount shall be reduced from time to time to an amount equal on any
Distribution Date to the lesser of (a) the greatest of (i) 1% of the aggregate
of the Scheduled Principal Balances of the Mortgage Loans; (ii) twice the
Scheduled Principal Balance of the Mortgage Loan having the highest Scheduled
Principal Balance, and (iii) the aggregate Scheduled Principal Balances of the
Mortgage Loans secured by Mortgaged Properties located in the single California
postal zip code area having the highest aggregate Scheduled Principal Balance
of Mortgage Loans of any such postal zip code area and (b) the Special Hazard
Loss Limit as of the Closing Date less the amount, if any, of Special Hazard
Losses incurred with respect to Mortgage Loans since the Closing Date.

     Specified Rating: Not applicable.

     Startup Day: The day designated as such pursuant to Section 10.01(b)
hereof.

     Subordinate Certificate: Any Class B Certificate.

     Subordinate Certificate Writedown Amount: As to any Distribution Date, the
amount by which (i) the sum of the Class Principal Amounts of all the
Certificates (after giving effect to the distribution of principal and the
application of Realized Losses in reduction of the Certificate Principal
Amounts of the Certificates on such Distribution Date) exceeds (ii) the
aggregate Scheduled Principal Balance of the Mortgage Loans for such
Distribution Date.

     Subordinate Class Percentage: With respect to any Distribution Date and
any Class of Subordinate Certificates, the percentage obtained by dividing the
Class Principal Amount of such Class immediately prior to such Distribution
Date by the aggregate Certificate Principal Amount of all Subordinate
Certificates immediately prior to such Distribution Date.

     Subordinate Component Percentage: Not applicable.

     Subordinate Percentage: With respect to each Mortgage Pool and any
Distribution Date, the difference between 100% and the related Senior
Percentage for such Distribution Date.

     Subordinate Prepayment Percentage: With respect to each Mortgage Pool and
any Distribution Date, the difference between 100% and the related Senior
Prepayment Percentage for such Distribution Date.



                                      47
<PAGE>

     Subordinate Principal Distribution Amount: For each Certificate Group and
any Distribution Date, the sum of the following:

          (i) the product of (1) the related Subordinate Percentage for such
     date and (2) the principal portion (multiplied by the applicable Non-AP
     Percentage in the case of Pool 1, Pool 3, Pool 4, Pool 5 and Pool 6) of
     each Scheduled Payment (without giving effect to any Debt Service
     Reduction occurring prior to the applicable Bankruptcy Coverage
     Termination Date) on each Mortgage Loan in the related Mortgage Pool due
     during the related Due Period;

          (ii) the product of (a) the related Subordinate Prepayment Percentage
     for such date and (b) each of the following amounts (multiplied by the
     applicable Non-AP Percentage in the case of Pool 1, Pool 3, Pool 4, Pool 5
     and Pool 6): (1) each Principal Prepayment on the Mortgage Loans in the
     related Mortgage Pool collected during the related Prepayment Period, (2)
     each other unscheduled collection, including Insurance Proceeds and Net
     Liquidation Proceeds (other than with respect to any Mortgage Loan in the
     related Mortgage Pool that was finally liquidated during the related
     Prepayment Period) representing or allocable to recoveries of principal
     received during the related Prepayment Period, and (3) the principal
     portion of all proceeds of the purchase of any Mortgage Loan in the
     related Mortgage Pool (or, in the case of a permitted substitution,
     amounts representing a principal adjustment) actually received by the
     Trustee during the related Prepayment Period;

          (iii) with respect to unscheduled recoveries allocable to principal
     of any Mortgage Loan in the related Mortgage Pool that was finally
     liquidated during the related Prepayment Period, the related net
     Liquidation Proceeds allocable to principal (multiplied by the applicable
     Non-AP Percentage in the case of Pool 1, Pool 3, Pool 4, Pool 5 and Pool
     6) less any related amount paid pursuant to subsection (iii) of the
     definition of Senior Principal Distribution Amount for the related
     Certificate Group; and

          (iv) any amounts described in clauses (i) through (iii) for any
     previous Distribution Date that remain unpaid.

     Surety: Ambac Assurance Corporation, or its successors in interest.

     Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE), dated
February 28, 1996, issued by the Surety for the benefit of certain
beneficiaries, including the Trustee for the benefit of the Holders of the
Certificates, but only to the extent that such Limited Purpose Surety Bond
covers any Pledged Asset Mortgage Loans.

     TAC Amount: Not applicable.

     TAC Certificate: None.

     TAC Component: None.

     Tax Matters Person: The "tax matters person" as specified in the REMIC
Provisions.



                                      48
<PAGE>

     Termination Price: As defined in Section 7.01 hereof.

     Title Insurance Policy: A title insurance policy maintained with respect
to a Mortgage Loan.

     Transfer Agreement: As defined in the Mortgage Loan Sale Agreement.

     Transferor: Each seller of Mortgage Loans to Lehman Capital pursuant to a
Transfer Agreement.

     Trust Fund: The corpus of the trust created pursuant to this Agreement,
consisting of the Mortgage Loans (other than any Retained Interest), the
assignment of the Depositor's rights under the Mortgage Loan Sale Agreement,
such amounts as shall from time to time be held in the Collection Account, the
Certificate Account, any Escrow Account, the Securities Administrator Account,
the Insurance Policies, any REO Property, the Class A4 Certificate Insurance
Policy, the Class 3-A5 Certificate Insurance Policy, the Class A4 Reserve Fund,
the Class 3-A5 Reserve Fund, the Class A4 Rounding Account, the Class A4 Policy
Payments Account, the Class 3-A5 Policy Payments Account and the other items
referred to in, and conveyed to the Trustee under, Section 2.01(a).

     Trust Rate: With respect to each Mortgage Loan, the sum of (i) the related
Designated Rate, (ii) the applicable Servicing Fee Rate, and (iii) the premium
rate on any lender-provided mortgage insurance.

     Trustee: Bank One, National Association, not in its individual capacity
but solely as Trustee, or any successor in interest, or if any successor
trustee or any co-trustee shall be appointed as herein provided, then such
successor trustee and such co-trustee, as the case may be.

     UCC: The Uniform Commercial Code as adopted in the State of New York.

     Undercollateralization Distribution: As defined in Section 5.02(g)(ii).

     Undercollateralized Group: With respect to any Distribution Date, the
Non-AP Senior Certificates of any Certificate Group as to which the aggregate
Certificate Principal Amount thereof, after giving effect to distributions
pursuant to Sections 5.02(a) and (b) on such date is greater than the Non-AP
Pool Balance of the related Mortgage Pool for such Distribution Date.

     Underwriter's Exemption: Prohibited Transaction Exemption 2000-58, 65 Fed.
Reg. 67765 (2000), as amended (or any successor thereto), or any substantially
similar administrative exemption granted by the U.S. Department of Labor.

     Unscheduled Principal Amount: For any Distribution Date, the amount
described in clauses (ii) and (iii) of Senior Principal Distribution Amount
(without application of the Senior Percentage or Senior Prepayment Percentage)
for Pool 3.

     Upper Tier REMIC: One of the two separate REMICs as described in the
Preliminary Statement hereto.



                                      49
<PAGE>

     Voting Interests: The portion of the voting rights of all the Certificates
that is allocated to any Certificate for purposes of the voting provisions of
this Agreement. At all times during the term of this Agreement until the Class
Notional Amount of each Class of Notional Certificates has been reduced to
zero, 95% of all Voting Interests shall be allocated to the Certificates other
than the Notional Certificates and 5% of all Voting Interests shall be
allocated to the Notional Certificates. After the Class Notional Amount of each
Class of Notional Certificate has been reduced to zero, 100% of all Voting
Interests shall be allocated to the remaining Classes of Certificates. Voting
Interests allocated to the Notional Certificates shall be allocated among the
Classes of such Certificates (and among the Certificates of each such Class) in
proportion to their Class Notional Amounts (or Notional Amounts). Voting
Interests shall be allocated among the other Classes of Certificates (and among
the Certificates of each such Class) in proportion to their Class Principal
Amounts (or Certificate Principal Amounts); provided, however, that on and
after the date, if any, on which the Certificate Insurer has paid a claim under
the Class A4 Certificate Insurance Policy in respect of the Class A4
Certificates or the Class 3-A5 Certificate Insurance Policy in respect of the
Class 3-A5 Certificates, the Certificate Insurer shall be entitled to exercise
all consent, voting and related rights of the related Class.

     Section 1.02. Calculations Respecting Mortgage Loans.Calculations required
to be made pursuant to this Agreement with respect to any Mortgage Loan in the
Trust Fund shall be made based upon current information as to the terms of the
Mortgage Loans and reports of payments received from the Mortgagor on such
Mortgage Loans and payments to be made to the Securities Administrator as
supplied to the Securities Administrator by the Master Servicer. The Securities
Administrator shall not be required to recompute, verify or recalculate the
information supplied to it by the Master Servicer.

                                  ARTICLE II

                             DECLARATION OF TRUST;
                            ISSUANCE OF CERTIFICATES

     Section 2.01. Creation and Declaration of Trust Fund; Conveyance of
Mortgage Loans.

       (a) Concurrently with the execution and delivery of this Agreement, the
Depositor does hereby transfer, assign, set over, deposit with and otherwise
convey to the Trustee, without recourse, subject to Sections 2.02, 2.04, 2.05
and 2.06, in trust, all the right, title and interest of the Depositor in and
to the Mortgage Loans. Such conveyance includes, without limitation, the right
to all distributions of principal and interest received on or with respect to
the Mortgage Loans on and after the Cut-off Date (other than payments of
principal and interest due on or before such date) and all such payments due
after such date but received prior to such date and intended by the related
Mortgagors to be applied after such date, together with all of the Depositor's
right, title and interest in and to the Collection Account and all amounts from
time to time credited to and the proceeds of the Collection Account, the
Securities Administrator Account and all amounts from time to time credited to
and the proceeds of the Securities Administrator Account, the Certificate
Account and all amounts from time to time credited to and the proceeds of the
Certificate Account, any Escrow Account established pursuant to Section 9.06
hereof and all amounts from time to time credited to and the proceeds of any
such Escrow Account, any REO Property and the proceeds thereof, the Depositor's
rights under any Insurance



                                      50
<PAGE>

Policies related to the Mortgage Loans, and the Depositor's security interest
in any collateral pledged to secure the Mortgage Loans, including the Mortgaged
Properties and any Additional Collateral, and any proceeds of the foregoing, to
have and to hold, in trust; and the Trustee declares that, subject to the
review provided for in Section 2.02, it has received and shall hold the Trust
Fund, as trustee, in trust, for the benefit and use of the Holders of the
Certificates and for the purposes and subject to the terms and conditions set
forth in this Agreement, and, concurrently with such receipt, has caused to be
executed, authenticated and delivered to or upon the order of the Depositor, in
exchange for the Trust Fund, Certificates in the authorized denominations
evidencing the entire ownership of the Trust Fund. In addition, the Depositor
has caused the Certificate Insurer to deliver the Class A4 Certificate
Insurance Policy for the benefit of the Class A4 Certificateholders and the
Class 3-A5 Certificate Insurance Policy for the benefit of the Class 3-A5
Certificateholders and has made an initial deposit to the Class A4 Reserve Fund
of $4,000 and an initial deposit to the Class 3-A5 Reserve Fund of $4,000.

     Concurrently with the execution and delivery of this Agreement, the
Depositor does hereby assign to the Trustee all of its rights and interest
under the Mortgage Loan Sale Agreement, including all rights of the Seller
under the Servicing Agreements to the extent assigned under the Mortgage Loan
Sale Agreement. The Trustee hereby accepts such assignment, and shall be
entitled to exercise all rights of the Depositor under the Mortgage Loan Sale
Agreement as if, for such purpose, it were the Depositor. The foregoing sale,
transfer, assignment, set-over, deposit and conveyance does not and is not
intended to result in creation or assumption by the Trustee of any obligation
of the Depositor, the Seller, or any other Person in connection with the
Mortgage Loans or any other agreement or instrument relating thereto except as
specifically set forth herein.

     In addition, with respect to any Pledged Asset Mortgage Loan, the
Depositor does hereby transfer, assign, set-over and otherwise convey to the
Trustee without recourse (except as provided herein) (i) its rights as assignee
under any security agreements, pledge agreements or guarantees relating to the
Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its
security interest in and to any Additional Collateral, (iii) its right to
receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the
Additional Collateral Servicing Agreement, and (iv) its rights as beneficiary
under the Surety Bond in respect of any Pledged Asset Mortgage Loan.

     (b) In connection with such transfer and assignment, the Depositor does
hereby deliver to, and deposit with, or cause to be delivered to and deposited
with, the Trustee, and/or any custodian acting on the Trustee's behalf, if
applicable, the following documents or instruments with respect to each
Mortgage Loan (each a "Mortgage File") so transferred and assigned:

          (1) with respect to each Mortgage Loan, the original Mortgage Note
     endorsed without recourse in proper form to the order of the Trustee, as
     shown in Exhibit B-4, or in blank (in each case, with all necessary
     intervening endorsements as applicable);

          (2) the original of any guarantee, security agreement or pledge
     agreement relating to any Additional Collateral and executed in connection
     with the Mortgage Note, assigned to the Trustee;



                                      51
<PAGE>

          (3) with respect to each Mortgage Loan other than a Cooperative Loan,
     the original recorded Mortgage with evidence of recording indicated
     thereon and the original recorded power of attorney, if the Mortgage was
     executed pursuant to a power of attorney, with evidence of recording
     thereon or, if such Mortgage or power of attorney has been submitted for
     recording but has not been returned from the applicable public recording
     office, has been lost or is not otherwise available, a copy of such
     Mortgage or power of attorney, as the case may be, certified to be a true
     and complete copy of the original submitted for recording. If, in
     connection with any Mortgage Loan, the Depositor cannot deliver the
     Mortgage with evidence of recording thereon on or prior to the Closing
     Date because of a delay caused by the public recording office where such
     Mortgage has been delivered for recordation or because such Mortgage has
     been lost, the Depositor shall deliver or cause to be delivered to the
     Trustee (or its custodian), in the case of a delay due to recording, a
     true copy of such Mortgage, pending delivery of the original thereof,
     together with an Officer's Certificate of the Depositor certifying that
     the copy of such Mortgage delivered to the Trustee (or its custodian) is a
     true copy and that the original of such Mortgage has been forwarded to the
     public recording office, or, in the case of a Mortgage that has been lost,
     a copy thereof (certified as provided for under the laws of the
     appropriate jurisdiction) and a written Opinion of Counsel acceptable to
     the Trustee and the Depositor that an original recorded Mortgage is not
     required to enforce the Trustee's interest in the Mortgage Loan;

          (4) the original of each assumption, modification or substitution
     agreement, if any, relating to the Mortgage Loans, or, as to any
     assumption, modification or substitution agreement which cannot be
     delivered on or prior to the Closing Date because of a delay caused by the
     public recording office where such assumption, modification or
     substitution agreement has been delivered for recordation, a photocopy of
     such assumption, modification or substitution agreement, pending delivery
     of the original thereof, together with an Officer's Certificate of the
     Depositor certifying that the copy of such assumption, modification or
     substitution agreement delivered to the Trustee (or its custodian) is a
     true copy and that the original of such agreement has been forwarded to
     the public recording office;

          (5) with respect to each Non-MERS Mortgage Loan other than a
     Cooperative Loan, the original Assignment of Mortgage for each Mortgage
     Loan;

          (6) if applicable, such original intervening assignments of the
     Mortgage, notice of transfer or equivalent instrument (each, an
     "Intervening Assignment"), as may be necessary to show a complete chain of
     assignment from the originator, or, in the case of an Intervening
     Assignment that has been lost, a written Opinion of Counsel acceptable to
     the Trustee that such original Intervening Assignment is not required to
     enforce the Trustee's interest in the Mortgage Loans;

          (7) the original Primary Mortgage Insurance Policy or certificate, if
     private mortgage guaranty insurance is required;

          (8) with respect to each Mortgage Loan other than a Cooperative Loan,
     the original mortgagee title insurance policy or attorney's opinion of
     title and abstract of title;



                                      52
<PAGE>

          (9) the original of any security agreement, chattel mortgage or
     equivalent executed in connection with the Mortgage or as to any security
     agreement, chattel mortgage or their equivalent that cannot be delivered
     on or prior to the Closing Date because of a delay caused by the public
     recording office where such document has been delivered for recordation, a
     photocopy of such document, pending delivery of the original thereof,
     together with an Officer's Certificate of the Depositor certifying that
     the copy of such security agreement, chattel mortgage or their equivalent
     delivered to the Trustee (or its custodian) is a true copy and that the
     original of such document has been forwarded to the public recording
     office;

          (10) with respect to any Cooperative Loan, the Cooperative Loan
     Documents;

          (11) in connection with any pledge of Additional Collateral, the
     original additional collateral pledge and security agreement executed in
     connection therewith, assigned to the Trustee; and

          (12) with respect to any manufactured housing contract, any related
     manufactured housing sales contract, installment loan agreement or
     participation interest.

     The parties hereto acknowledge and agree that the form of endorsement
attached hereto as Exhibit B-4 is intended to effect the transfer to the
Trustee, for the benefit of the Certificateholders, of the Mortgage Notes and
the Mortgages.

        (c) (1) Assignments of Mortgage with respect to each Non-MERS Mortgage
Loan other than a Cooperative Loan shall be recorded; provided, however, that
such Assignments need not be recorded if, in the Opinion of Counsel (which must
be from Independent counsel) (which Opinion of Counsel may be in the form of a
memorandum of law) acceptable to the Trustee and the Rating Agencies, recording
in such states is not required to protect the Trustee's interest in the related
Non-MERS Mortgage Loans. Subject to the preceding sentence, as soon as
practicable after the Closing Date (but in no event more than 3 months
thereafter except to the extent delays are caused by the applicable recording
office), the Trustee, at the expense of the Depositor and with the cooperation
of the applicable Servicer, shall cause to be properly recorded by such
Servicer in each public recording office where the related Mortgages are
recorded each Assignment of Mortgage referred to in subsection (b)(v) above
with respect to a Non-MERS Mortgage Loan. With respect to each Cooperative
Loan, the Trustee, at the expense of the Depositor and with the cooperation of
the applicable Servicer, shall cause such Servicer to take such actions as are
necessary under applicable law in order to perfect the interest of the Trustee
in the related Mortgaged Property.

          (2) With respect to each MERS Mortgage Loan, the Trustee, at the
     expense of the Depositor and at the direction and with the cooperation of
     the applicable Servicer, shall cause to be taken such actions as are
     necessary to cause the Trustee to be clearly identified as the owner of
     each such Mortgage Loan on the records of MERS for purposes of the system
     of recording transfers of beneficial ownership of mortgages maintained by
     MERS.



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<PAGE>

        (d) In instances where a Title Insurance Policy is required to be
delivered to the Trustee, or to the applicable Custodian on behalf of the
Trustee, under clause (b)(viii) above and is not so delivered, the Depositor
will provide a copy of such Title Insurance Policy to the Trustee, or to the
applicable Custodian on behalf of the Trustee, as promptly as practicable after
the execution and delivery hereof, but in any case within 180 days of the
Closing Date.

       (e) For Mortgage Loans (if any) that have been prepaid in full after the
Cut-off Date and prior to the Closing Date, the Depositor, in lieu of
delivering the above documents, herewith delivers to the Trustee, or to the
applicable Custodian on behalf of the Trustee, an Officer's Certificate which
shall include a statement to the effect that all amounts received in connection
with such prepayment that are required to be deposited in the applicable
Collection Account pursuant to Section 4.01 have been so deposited. All
original documents that are not delivered to the Trustee or the applicable
Custodian on behalf of the Trustee shall be held by the Master Servicer or the
applicable Servicer in trust for the benefit of the Trustee and the
Certificateholders.

     Section 2.02. Acceptance of Trust Fund by Trustee: Review of Documentation
for Trust Fund.

       (a) The Trustee, by execution and delivery hereof, acknowledges receipt
of the Mortgage Files pertaining to the Mortgage Loans listed on the Mortgage
Loan Schedule, subject to review thereof by the Trustee, or by the applicable
Custodian on behalf of the Trustee, under this Section 2.02. The Trustee, or
the applicable Custodian on behalf of the Trustee, will execute and deliver to
the Trustee, the Depositor and the Master Servicer on the Closing Date an
Initial Certification in the form annexed hereto as Exhibit B-1 (or in the form
annexed to the applicable Custodial Agreement as Exhibit B-1, as applicable).

       (b) Within 45 days after the Closing Date, the applicable Custodian will,
on behalf of the Trustee and for the benefit of Holders of the Certificates,
review each Mortgage File to ascertain that all required documents set forth in
Section 2.01 have been received and appear on their face to contain the
requisite signatures by or on behalf of the respective parties thereto, and
shall deliver to the Trustee, the Depositor and the Master Servicer an Interim
Certification in the form annexed hereto as Exhibit B-2 (or in the form annexed
to the applicable Custodial Agreement as Exhibit B-2, as applicable) to the
effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan prepaid in full or any Mortgage Loan specifically
identified in such certification as not covered by such certification), (i) all
of the applicable documents specified in Section 2.01(b) are in its possession
and (ii) such documents have been reviewed by it and appear to relate to such
Mortgage Loan. The Trustee, or the applicable Custodian on behalf of the
Trustee, shall make sure that the documents are executed and endorsed, but
shall be under no duty or obligation to inspect, review or examine any such
documents, instruments, certificates or other papers to determine that the same
are valid, binding, legally effective, properly endorsed, genuine, enforceable
or appropriate for the represented purpose or that they have actually been
recorded or are in recordable form or that they are other than what they
purport to be on their face. Neither the Trustee nor any Custodian shall have
any responsibility for verifying the genuineness or the legal effectiveness of
or authority for any signatures of or on behalf of any party or endorser.



                                      54
<PAGE>

       (c) If in the course of the review described in paragraph (b) above the
Trustee or the applicable Custodian discovers any document or documents
constituting a part of a Mortgage File that is missing, does not appear regular
on its face (i.e., is mutilated, damaged, defaced, torn or otherwise physically
altered) or appears to be unrelated to the Mortgage Loans identified in the
Mortgage Loan Schedule (each, a "Material Defect"), the Trustee, or the
applicable Custodian on behalf of the Trustee, shall promptly identify the
Mortgage Loan to which such Material Defect relates in the Interim Certificate
delivered to the Depositor or the Master Servicer (and to the Trustee). Within
90 days of its receipt of such notice, the Depositor shall be required to cure
such Material Defect (and, in such event, the Depositor shall provide the
Trustee with an Officer's Certificate confirming that such cure has been
effected). If the Depositor does not so cure such Material Defect, it shall, if
a loss has been incurred with respect to such Mortgage Loan that would, if such
Mortgage Loan were not purchased from the Trust Fund, constitute a Realized
Loss, and such loss is attributable to the failure of the Depositor to cure
such Material Defect, repurchase the related Mortgage Loan from the Trust Fund
at the Purchase Price. A loss shall be deemed to be attributable to the failure
of the Depositor to cure a Material Defect if, as determined by the Depositor,
upon mutual agreement with the Trustee acting in good faith, absent such
Material Defect, such loss would not have been incurred. Within the two year
period following the Closing Date, the Depositor may, in lieu of repurchasing a
Mortgage Loan pursuant to this Section 2.02, substitute for such Mortgage Loan
a Qualifying Substitute Mortgage Loan subject to the provisions of Section
2.05. The failure of the Trustee or the applicable Custodian to give the notice
contemplated herein within 45 days after the Closing Date shall not affect or
relieve the Depositor of its obligation to repurchase any Mortgage Loan
pursuant to this Section 2.02 or any other Section of this Agreement requiring
the repurchase of Mortgage Loans from the Trust Fund.

       (d) Within 180 days following the Closing Date, the Trustee, or the
applicable Custodian, shall deliver to the Trustee, the Depositor and the
Master Servicer a Final Certification substantially in the form annexed hereto
as Exhibit B-3 (or in the form annexed to the applicable Custodial Agreement as
Exhibit B-3, as applicable) evidencing the completeness of the Mortgage Files
in its possession or control, with any exceptions noted thereto.

       (e) Nothing in this Agreement shall be construed to constitute an
assumption by the Trust Fund, the Trustee, the Certificateholders or the
Certificate Insurer of any unsatisfied duty, claim or other liability on any
Mortgage Loan or to any Mortgagor.

       (f) Each of the parties hereto acknowledges that the Custodian shall
perform the applicable review of the Mortgage Loans and deliver the respective
certifications thereof as provided in this Section 2.02.

     Section 2.03. Representations and Warranties of the Depositor.

       (a) The Depositor hereby represents and warrants to the Trustee, for the
benefit of Certificateholders, to the Certificate Insurer, to the Securities
Administrator and to the Master Servicer, as of the Closing Date or such other
date as is specified, that:

          (1) the Depositor is a corporation duly organized, validly existing
     and in good standing under the laws governing its creation and existence
     and has full corporate power




                                      55
<PAGE>

     and authority to own its property, to carry on its business as presently
     conducted, to enter into and perform its obligations under this Agreement,
     and to create the trust pursuant hereto;

          (2) the execution and delivery by the Depositor of this Agreement
     have been duly authorized by all necessary corporate action on the part of
     the Depositor; neither the execution and delivery of this Agreement, nor
     the consummation of the transactions herein contemplated, nor compliance
     with the provisions hereof, will conflict with or result in a breach of,
     or constitute a default under, any of the provisions of any law,
     governmental rule, regulation, judgment, decree or order binding on the
     Depositor or its properties or the certificate of incorporation or bylaws
     of the Depositor;

          (3) the execution, delivery and performance by the Depositor of this
     Agreement and the consummation of the transactions contemplated hereby do
     not require the consent or approval of, the giving of notice to, the
     registration with, or the taking of any other action in respect of, any
     state, federal or other governmental authority or agency, except such as
     has been obtained, given, effected or taken prior to the date hereof;

          (4) this Agreement has been duly executed and delivered by the
     Depositor and, assuming due authorization, execution and delivery by the
     Trustee, the Securities Administrator and the Master Servicer, constitutes
     a valid and binding obligation of the Depositor enforceable against it in
     accordance with its terms except as such enforceability may be subject to
     (A) applicable bankruptcy and insolvency laws and other similar laws
     affecting the enforcement of the rights of creditors generally and (B)
     general principles of equity regardless of whether such enforcement is
     considered in a proceeding in equity or at law;

          (5) there are no actions, suits or proceedings pending or, to the
     knowledge of the Depositor, threatened or likely to be asserted against or
     affecting the Depositor, before or by any court, administrative agency,
     arbitrator or governmental body (A) with respect to any of the
     transactions contemplated by this Agreement or (B) with respect to any
     other matter which in the judgment of the Depositor will be determined
     adversely to the Depositor and will if determined adversely to the
     Depositor materially and adversely affect it or its business, assets,
     operations or condition, financial or otherwise, or adversely affect its
     ability to perform its obligations under this Agreement; and

          (6) immediately prior to the transfer and assignment of the Mortgage
     Loans to the Trustee, the Depositor was the sole owner of record and
     holder of each Mortgage Loan, and the Depositor had good and marketable
     title thereto, and had full right to transfer and sell each Mortgage Loan
     to the Trustee free and clear, subject only to (1) liens of current real
     property taxes and assessments not yet due and payable and, if the related
     Mortgaged Property is a condominium unit, any lien for common charges
     permitted by statute, (2) covenants, conditions and restrictions, rights
     of way, easements and other matters of public record as of the date of
     recording of such Mortgage acceptable to mortgage lending institutions in
     the area in which the related Mortgaged Property is located and
     specifically referred to in the lender's Title Insurance Policy or
     attorney's opinion of title and abstract of title delivered to the
     originator of such




                                      56
<PAGE>

     Mortgage Loan, and (3) such other matters to which like properties are
     commonly subject which do not, individually or in the aggregate,
     materially interfere with the benefits of the security intended to be
     provided by the Mortgage, of any encumbrance, equity, participation
     interest, lien, pledge, charge, claim or security interest, and had full
     right and authority, subject to no interest or participation of, or
     agreement with, any other party, to sell and assign each Mortgage Loan
     pursuant to this Agreement.

  (b) The representations and warranties of each Transferor with respect to the
related Mortgage Loans in the applicable Transfer Agreement, which have been
assigned to the Trustee hereunder, were made as of the date specified in the
applicable Transfer Agreement (or underlying agreement, if such Transfer
Agreement is in the form of an assignment of a prior agreement). To the extent
that any fact, condition or event with respect to a Mortgage Loan constitutes a
breach of both (i) a representation or warranty of the applicable Transferor
under the applicable Transfer Agreement and (ii) a representation or warranty of
Lehman Capital under the Mortgage Loan Sale Agreement, the only right or remedy
of the Trustee or of any Certificateholder shall be the Trustee's right to
enforce the obligations of the applicable Transferor under any applicable
representation or warranty made by it. The Trustee acknowledges that Lehman
Capital shall have no obligation or liability with respect to any breach of a
representation or warranty made by it with respect to the Mortgage Loans if the
fact, condition or event constituting such breach also constitutes a breach of a
representation or warranty made by the applicable Transferor in the applicable
Transfer Agreement, without regard to whether such Transferor fulfills its
contractual obligations in respect of such representation or warranty. The
Trustee further acknowledges that the Depositor shall have no obligation or
liability with respect to any breach of any representation or warranty with
respect to the Mortgage Loans (except as set forth in Section 2.03(a)(vi)) under
any circumstances.

     Section 2.04. Discovery of Breach. It is understood and agreed that the
representations and warranties (i) set forth in Section 2.03, (ii) of Lehman
Capital set forth in the Mortgage Loan Sale Agreement and assigned to the
Trustee by the Depositor hereunder and (iii) of each Transferor, assigned by
Lehman Capital to the Depositor pursuant to the Mortgage Loan Sale Agreement
and assigned to the Trustee by the Depositor hereunder shall each survive
delivery of the Mortgage Files and the Assignment of Mortgage of each Mortgage
Loan to the Trustee and shall continue throughout the term of this Agreement.
Upon discovery by either the Depositor, the Securities Administrator, the
Master Servicer, the Trustee or the Certificate Insurer of a breach of any of
such representations and warranties that adversely and materially affects the
value of the related Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties. Within 90 days of the
discovery of a breach of any representation or warranty given to the Trustee
and the Certificate Insurer by the Depositor, any Transferor or Lehman Capital
and assigned to the Trustee, the Depositor, such Transferor or Lehman Capital,
as applicable, shall either (a) cure such breach in all material respects, (b)
repurchase such Mortgage Loan or any property acquired in respect thereof from
the Trustee at the Purchase Price or (c) within the two year period following
the Closing Date, substitute a Qualifying Substitute Mortgage Loan for the
affected Mortgage Loan. In the event of discovery of a breach of any
representation and warranty of any Transferor assigned to the Trustee, the
Trustee shall enforce its rights under the applicable Transfer Agreement and
the Mortgage Loan Sale Agreement for the benefit of Certificateholders. As
provided in the Mortgage Loan Sale Agreement, if any Transferor substitutes for
a Mortgage Loan for which there is a breach of any



                                      57
<PAGE>

representations and warranties in the related Transfer Agreement which
adversely and materially affects the value of such Mortgage Loan and such
substitute mortgage loan is not a Qualifying Substitute Mortgage Loan, under
the terms of the Mortgage Loan Sale Agreement, Lehman Capital will, in exchange
for such Substitute Mortgage Loan, (i) provide the applicable Purchase Price
for the affected Mortgage Loan or (ii) within two years of the Closing Date,
substitute such affected Mortgage Loan with a Qualifying Substitute Mortgage
Loan.

     Section 2.05. Repurchase, Purchase or Substitution of Mortgage Loans.

       (a) With respect to any Mortgage Loan repurchased by the Depositor
pursuant to this Agreement, by Lehman Capital pursuant to the Mortgage Loan
Sale Agreement or by any Transferor pursuant to the applicable Transfer
Agreement, the principal portion of the funds received by the Trustee in
respect of such repurchase of a Mortgage Loan will be considered a Principal
Prepayment and shall be deposited in the Collection Account. The Trustee, upon
receipt of the full amount of the Purchase Price for a Deleted Mortgage Loan,
or upon receipt of the Mortgage File for a Qualifying Substitute Mortgage Loan
substituted for a Deleted Mortgage Loan (and any applicable Substitution
Amount), shall release or cause to be released and reassign to the Depositor,
Lehman Capital or the applicable Transferor, as applicable, the related
Mortgage File for the Deleted Mortgage Loan and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse,
representation or warranty, as shall be necessary to vest in such party or its
designee or assignee title to any Deleted Mortgage Loan released pursuant
hereto, free and clear of all security interests, liens and other encumbrances
created by this Agreement, which instruments shall be prepared by the Trustee
(or its custodian), and the Trustee shall have no further responsibility with
respect to the Mortgage File relating to such Deleted Mortgage Loan. The Seller
indemnifies and holds the Trust Fund, the Trustee, the Depositor and each
Certificateholder harmless against any and all taxes, claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgements, and any other costs, fees and expenses that the Trust Fund, the
Trustee, the Depositor and any Certificateholder may sustain in connection with
any actions of the Seller relating to a repurchase of a Mortgage Loan other
than in compliance with the terms of this Section 2.05 and the Mortgage Loan
Sale and Assignment Agreement, to the extent that any such action causes (i)
any federal or state tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(l) of the Code or on "contributions after the startup date" under
Section 860G(d)(l) of the Code, or (ii) the REMIC to fail to qualify as a REMIC
at any time that any Certificate is outstanding.

       (b) With respect to each Qualifying Substitute Mortgage Loan to be
delivered to the Trustee (or its custodian) pursuant to the terms of this
Article II in exchange for a Deleted Mortgage Loan: (i) the Depositor, the
applicable Transferor or Lehman Capital, as applicable, must deliver to the
Trustee (or its custodian) the Mortgage File for the Qualifying Substitute
Mortgage Loan containing the documents set forth in Section 2.01(b) along with
a written certification certifying as to the delivery of such Mortgage File and
containing the granting language set forth in Section 2.01(a); and (ii) the
Depositor will be deemed to have made, with respect to such Qualified
Substitute Mortgage Loan, each of the representations and warranties made by it
with respect to the related Deleted Mortgage Loan. As soon as practicable after
the delivery of any Qualifying Substitute Mortgage Loan hereunder, the Trustee,
at the expense of the Depositor and at the direction and with the cooperation
of the applicable Servicer, shall (i)




                                      58
<PAGE>

with respect to a Qualifying Substitute Mortgage Loan that is a Non-MERS
Mortgage Loan, cause the Assignment of Mortgage to be recorded by such Servicer
if required pursuant to Section 2.01(c)(i), or (ii) with respect to a
Qualifying Substitute Mortgage Loan that is a MERS Mortgage Loan, cause to be
taken such actions as are necessary to cause the Trustee to be clearly
identified as the owner of each such Mortgage Loan on the records of MERS if
required pursuant to Section 2.01(c)(ii).

        (c) Notwithstanding any other provision of this Agreement, the right to
substitute Mortgage Loans pursuant to this Article II shall be subject to the
additional limitations that no substitution of a Qualifying Substitute Mortgage
Loan for a Deleted Mortgage Loan shall be made unless the Trustee has received
an Opinion of Counsel (at the expense of the party seeking to make the
substitution) that, under current law, such substitution will not (A) affect
adversely the status of any REMIC established hereunder as a REMIC, or of the
related "regular interests" as "regular interests" in any such REMIC, or (B)
cause any such REMIC to engage in a "prohibited transaction" or prohibited
contribution pursuant to the REMIC Provisions.

     Section 2.06. Grant Clause.

       (a) It is intended that the conveyance of the Depositor's right, title
and interest in and to property constituting the Trust Fund pursuant to this
Agreement shall constitute, and shall be construed as, a sale of such property
and not a grant of a security interest to secure a loan. However, if such
conveyance is deemed to be in respect of a loan, it is intended that: (1) the
rights and obligations of the parties shall be established pursuant to the
terms of this Agreement; (2) the Depositor hereby grants to the Trustee for the
benefit of the Holders of the Certificates and the Certificate Insurer a first
priority security interest in all of the Depositor's right, title and interest
in, to and under, whether now owned or hereafter acquired, the Trust Fund and
all proceeds of any and all property constituting the Trust Fund to secure
payment of the Certificates; and (3) this Agreement shall constitute a security
agreement under applicable law. If such conveyance is deemed to be in respect
of a loan and the Trust created by this Agreement terminates prior to the
satisfaction of the claims of any Person holding any Certificate, the security
interest created hereby shall continue in full force and effect and the Trustee
shall be deemed to be the collateral agent for the benefit of such Person, and
all proceeds shall be distributed as herein provided.

       (b) The Trustee shall, to the extent consistent with this Agreement,
take such reasonable actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans and
the other property described above, such security interest would be deemed to
be a perfected security interest of first priority under applicable law and
will be maintained as such throughout the term of this Agreement. The Depositor
will, at its own expense, make all initial filings on or about the Closing Date
and shall forward a copy of such filing or filings to the Trustee. Without
limiting the generality of the foregoing, the Trustee shall prepare and forward
for filing, or shall cause to be forwarded for filing, at the expense of the
Depositor, all filings necessary to maintain the effectiveness of any original
filings necessary under the relevant UCC to perfect the Trustee's security
interest in or lien on the Mortgage Loans, including without limitation (x)
continuation statements, and (y) such other statements as may be occasioned by
(1) any change of name of the Seller, the Depositor or the Trustee, (2) any
change of location of the place of business or the chief executive office of
the Seller or the



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Depositor, (3) any transfer of any interest of the Seller or the Depositor in
any Mortgage Loan or (4) any change under the relevant UCC or other applicable
laws.

                                  ARTICLE III

                                THE CERTIFICATES

     Section 3.01. The Certificates.

       (a) The Certificates shall be issuable in registered form only and shall
be securities governed by Article 8 of the New York Uniform Commercial Code.
The Book-Entry Certificates will be evidenced by one or more certificates,
beneficial ownership of which will be held in the dollar denominations in
Certificate Principal Amount or Notional Principal Amount, as applicable, or in
the Percentage Interests, specified herein. Each Class of Book-Entry
Certificates shall be issued in the minimum denominations in Certificate
Principal Amount (or Notional Amount) or Percentage Interest specified in the
Preliminary Statement hereto and in integral multiples of $1 or 5% (in the case
of Certificates issued in Percentage Interests) in excess thereof. Each Class
of Non-Book Entry Certificates other than the Residual Certificate shall be
issued in definitive, fully registered form in the minimum denominations in
Certificate Principal Amount (or Notional Amount) specified in the Preliminary
Statement hereto and in integral multiples of $1 in excess thereof. The
Residual Certificate shall be issued as a single Certificate and maintained in
definitive, fully registered form in a minimum denomination equal to 100% of
the Percentage Interest of such Class. The Certificates may be issued in the
form of typewritten certificates. One Certificate of each Class of Certificates
other than any Class of Residual Certificates may be issued in any denomination
in excess of the minimum denomination.

       (b) The Certificates shall be executed by manual or facsimile signature
on behalf of the Trustee by an authorized officer. Each Certificate shall, on
original issue, be authenticated by the Trustee upon the order of the Depositor
upon receipt by the Trustee of the Mortgage Files described in Section 2.01. No
Certificate shall be entitled to any benefit under this Agreement, or be valid
for any purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein, executed by an
authorized officer of the Trustee or the Authenticating Agent, if any, by
manual signature, and such certification upon any Certificate shall be
conclusive evidence, and the only evidence, that such Certificate has been duly
authenticated and delivered hereunder. All Certificates shall be dated the date
of their authentication. At any time and from time to time after the execution
and delivery of this Agreement, the Depositor may deliver Certificates executed
by the Depositor to the Trustee or the Authenticating Agent for authentication
and the Trustee or the Authenticating Agent shall authenticate and deliver such
Certificates as in this Agreement provided and not otherwise.

       (c) The Class B4, Class B5 or Class B6 Certificates offered and sold in
reliance on the exemption from registration under Rule 144A shall be issued
initially in the form of one or more permanent global Certificates in
definitive, fully registered form without interest coupons with the applicable
legends set forth in Exhibit A added to the forms of such Certificates (each, a
"Restricted Global Security"), which shall be deposited on behalf of the
subscribers for such Certificates represented thereby with the Trustee, as
custodian for DTC and registered in the



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name of a nominee of DTC, duly executed and authenticated by the Trustee as
hereinafter provided. The aggregate principal amounts of the Restricted Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee or DTC or its nominee, as the case may be, as
hereinafter provided.

     The Class B4, Class B5 or Class B6 Certificates sold in offshore
transactions in reliance on Regulation S shall be issued initially in the form
of one or more permanent global Certificates in definitive, fully registered
form without interest coupons with the applicable legends set forth in Exhibit
A hereto added to the forms of such Certificates (each, a "Regulation S Global
Security"), which shall be deposited on behalf of the subscribers for such
Certificates represented thereby with the Trustee, as custodian for DTC and
registered in the name of a nominee of DTC, duly executed and authenticated by
the Trustee as hereinafter provided. The aggregate principal amounts of the
Regulation S Global Securities may from time to time be increased or decreased
by adjustments made on the records of the Trustee or DTC or its nominee, as the
case may be, as hereinafter provided.

     Section 3.02. Registration. The Trustee is hereby appointed, and hereby
accepts its appointment as, Certificate Registrar in respect of the
Certificates and shall maintain books for the registration and for the transfer
of Certificates (the "Certificate Register"). The Trustee may appoint a bank or
trust company to act as Certificate Registrar. A registration book shall be
maintained for the Certificates collectively. The Certificate Registrar may
resign or be discharged or removed and a new successor may be appointed in
accordance with the procedures and requirements set forth in Sections 6.06 and
6.07 hereof with respect to the resignation, discharge or removal of the
Trustee and the appointment of a successor Trustee. The Certificate Registrar
may appoint, by a written instrument delivered to the Holders and the Master
Servicer, any bank or trust company to act as co-registrar under such
conditions as the Certificate Registrar may prescribe; provided, however, that
the Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment.

     Section 3.03. Transfer and Exchange of Certificates.

       (a) A Certificate (other than Book-Entry Certificates which shall be
subject to Section 3.09 hereof) may be transferred by the Holder thereof only
upon presentation and surrender of such Certificate at the office of the
Certificate Registrar duly endorsed or accompanied by an assignment duly
executed by such Holder or his duly authorized attorney in such form as shall
be satisfactory to the Certificate Registrar. Upon the transfer of any
Certificate in accordance with the preceding sentence, the Trustee shall
execute, and the Trustee or any Authenticating Agent shall authenticate and
deliver to the transferee, one or more new Certificates of the same Class and
evidencing, in the aggregate, the same aggregate Certificate Principal Amount
as the Certificate being transferred. No service charge shall be made to a
Certificateholder for any registration of transfer of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any registration
of transfer of Certificates.

       (b) A Certificate may be exchanged by the Holder thereof for any number
of new Certificates of the same Class, in authorized denominations,
representing in the aggregate the same Certificate Principal Amount as the
Certificate surrendered, upon surrender of the



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Certificate to be exchanged at the office of the Certificate Registrar duly
endorsed or accompanied by a written instrument of transfer duly executed by
such Holder or his duly authorized attorney in such form as is satisfactory to
the Certificate Registrar. Certificates delivered upon any such exchange will
evidence the same obligations, and will be entitled to the same rights and
privileges, as the Certificates surrendered. No service charge shall be made to
a Certificateholder for any exchange of Certificates, but the Certificate
Registrar may require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any exchange of
Certificates. Whenever any Certificates are so surrendered for exchange, the
Trustee shall execute, and the Trustee or the Authenticating Agent shall
authenticate, date and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.

       (c) By acceptance of a Restricted Certificate or a Regulation S Global
Security, whether upon original issuance or subsequent transfer, each Holder of
such a Certificate acknowledges the restrictions on the transfer of such
Certificate set forth thereon and agrees that it will transfer such a
Certificate only as provided herein. In addition, each Holder of a Regulation S
Global Security shall be deemed to have represented and warranted to the
Trustee, the Certificate Registrar and any of their respective successors that:
(i) such Person is not a U.S. person within the meaning of Regulation S and
was, at the time the buy order was originated, outside the United States and
(ii) such Person understands that such Certificates have not been registered
under the Securities Act of 1933, as amended (the "Act"), and that (x) until
the expiration of the 40-day distribution compliance period (within the meaning
of Regulation S), no offer, sale, pledge or other transfer of such Certificates
or any interest therein shall be made in the United States or to or for the
account or benefit of a U.S. person (each as defined in Regulation S), (y) if
in the future it decides to offer, resell, pledge or otherwise transfer such
Certificates, such Certificates may be offered, resold, pledged or otherwise
transferred only (A) to a person which the seller reasonably believes is a
"qualified institutional buyer" (a "QIB") as defined in Rule 144A under the
Act, that is purchasing such Certificates for its own account or for the
account of a qualified institutional buyer to which notice is given that the
transfer is being made in reliance on Rule 144A or (B) in an offshore
transaction (as defined in Regulation S) in compliance with the provisions of
Regulation S, in each case in compliance with the requirements of this
Agreement; and it will notify such transferee of the transfer restrictions
specified in this Section.

     The following restrictions shall apply with respect to the transfer and
registration of transfer of a Restricted Certificate to a transferee that takes
delivery in the form of a Definitive Certificate:

          (1) The Certificate Registrar shall register the transfer of a
     Restricted Certificate if the requested transfer is (x) to the Depositor
     or the Placement Agent, an affiliate (as defined in Rule 405 under the
     Act) of the Depositor or the Placement Agent or (y) being made to a QIB by
     a transferor that has provided the Trustee with a certificate in the form
     of Exhibit F hereto; and

          (2) The Certificate Registrar shall register the transfer of a
     Restricted Certificate if the requested transfer is being made to an
     "accredited investor" under Rule




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<PAGE>

     501(a)(1), (2), (3) or (7) under the Act by a transferor who furnishes to
     the Trustee a letter of the transferee substantially in the form of
     Exhibit G hereto.

       (d) No transfer of an ERISA-Restricted Certificate in the form of a
Definitive Certificate shall be made to any Person unless the Trustee has
received (A) a certificate substantially in the form of Exhibit H (or Exhibit
D-1 in the case of the Class R Certificate) hereto from such transferee or (B)
an Opinion of Counsel satisfactory to the Trustee and the Depositor to the
effect that the purchase and holding of such a Certificate will not constitute
or result in the assets of the Trust Fund being deemed to be "plan assets"
subject to the prohibited transactions provisions of ERISA or Section 4975 of
the Code and will not subject the Trustee or the Depositor to any obligation in
addition to those undertaken in the Agreement; provided, however, that the
Trustee will not require such certificate or opinion in the event that, as a
result of a change of law or otherwise, counsel satisfactory to the Trustee has
rendered an opinion to the effect that the purchase and holding of an
ERISA-Restricted Certificate by a Plan or a Person that is purchasing or
holding such a Certificate with the assets of a Plan will not constitute or
result in a prohibited transaction under ERISA or Section 4975 of the Code.
Each Transferee of an ERISA-Restricted Certificate that is a Book-Entry
Certificate shall be deemed to have made the representations set forth in
Exhibit H. The preparation and delivery of the certificate and opinions
referred to above shall not be an expense of the Trust Fund, the Trustee or the
Depositor. Notwithstanding the foregoing, no opinion or certificate shall be
required for the initial issuance of the ERISA-Restricted Certificates.

     Notwithstanding anything to the contrary herein, any purported transfer of
an ERISA-Restricted Certificate to or on behalf of an employee benefit plan
subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code
without the delivery to the Trustee and the Master Servicer of an Opinion of
Counsel satisfactory to the Trustee as described above shall be void and of no
effect; provided that the restriction set forth in this sentence shall not be
applicable if there has been delivered to the Trustee an Opinion of Counsel
meeting the requirements of clause (B) of the first sentence of this paragraph.
The Trustee shall be under no liability to any Person for any registration of
transfer of any ERISA-Restricted Certificate that is in fact not permitted by
this Section 3.03(d) or for making any payments due on such Certificate to the
Holder thereof or taking any other action with respect to such Holder under the
provisions of this Agreement so long as the transfer was registered by the
Trustee in accordance with the foregoing requirements. The Trustee shall be
entitled, but not obligated, to recover from any Holder of any ERISA-Restricted
Certificate that was in fact an employee benefit plan subject to Section 406 of
ERISA or a plan subject to Section 4975 of the Code or a person acting on
behalf of any such plan at the time it became a Holder or, at such subsequent
time as it became such a plan or Person acting on behalf of such a plan, all
payments made on such ERISA-Restricted Certificate at and after either such
time. Any such payments so recovered by the Trustee shall be paid and delivered
by the Trustee to the last preceding holder of such Certificate that is not
such a plan or Person acting on behalf of a plan.

       (e) As a condition of the registration of transfer or exchange of any
Certificate, the Certificate Registrar may require the certified taxpayer
identification number of the owner of the Certificate and the payment of a sum
sufficient to cover any tax or other governmental charge imposed in connection
therewith; provided, however, that the Certificate Registrar shall have no
obligation to require such payment or to determine whether or not any



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such tax or charge may be applicable. No service charge shall be made to the
Certificateholder for any registration, transfer or exchange of Certificate.

       (f) Notwithstanding anything to the contrary contained herein, no
Residual Certificate may be owned, pledged or transferred, directly or
indirectly, by or to (i) a Disqualified Organization or (ii) an individual,
corporation or partnership or other person unless such person is (A) not a
Non-U.S. Person or (B) is a Non-U.S. Person that holds a Residual Certificate
in connection with the conduct of a trade or business within the United States
and has furnished the transferor and the Trustee with an effective Internal
Revenue Service Form 4224 or successor form at the time and in the manner
required by the Code (any such person who is not covered by clause (A) or (B)
above is referred to herein as a "Non-permitted Foreign Holder").

     Prior to and as a condition of the registration of any transfer, sale or
other disposition of a Residual Certificate, the proposed transferee shall
deliver to the Trustee an affidavit in substantially the form attached hereto
as Exhibit D-1 representing and warranting, among other things, that such
transferee is neither a Disqualified Organization, an agent or nominee acting
on behalf of a Disqualified Organization, nor a Non-permitted Foreign Holder
(any such transferee, a "Permitted Transferee") and the proposed transferor
shall deliver to the Trustee an affidavit in substantially the form attached
hereto as Exhibit D-2. In addition, the Trustee may (but shall have no
obligation to) require, prior to and as a condition of any such transfer, the
delivery by the proposed transferee of an Opinion of Counsel, addressed to the
Depositor and the Trustee satisfactory in form and substance to the Depositor,
that such proposed transferee or, if the proposed transferee is an agent or
nominee, the proposed beneficial owner, is not a Disqualified Organization,
agent or nominee thereof, or Non-permitted Foreign Holder. Notwithstanding the
registration in the Certificate Register of any transfer, sale, or other
disposition of a Residual Certificate to a Disqualified Organization, an agent
or nominee thereof, or Non-permitted Foreign Holder, such registration shall be
deemed to be of no legal force or effect whatsoever and such Disqualified
Organization, agent or nominee thereof, or Non-permitted Foreign Holder shall
not be deemed to be a Certificateholder for any purpose hereunder, including,
but not limited to, the receipt of distributions on such Residual Certificate.
The Trustee shall not be under any liability to any person for any registration
or transfer of a Residual Certificate to a Disqualified Organization, agent or
nominee thereof, or Non-permitted Foreign Holder or for the maturity of any
payments due on such Residual Certificate to the Holder thereof or for taking
any other action with respect to such Holder under the provisions of the
Agreement, so long as the transfer was effected in accordance with this Section
3.03(f), unless the Trustee shall have actual knowledge at the time of such
transfer or the time of such payment or other action that the transferee is a
Disqualified Organization, agent or nominee thereof, or Non-permitted Foreign
Holder. The Trustee shall be entitled to recover from any Holder of a Residual
Certificate that was a Disqualified Organization, agent or nominee thereof, or
Non-permitted Foreign Holder at the time it became a Holder or any subsequent
time it became a Disqualified Organization, agent or nominee thereof, or
Non-permitted Foreign Holder, all payments made on such Residual Certificate at
and after either such times (and all costs and expenses, including but not
limited to attorneys' fees, incurred in connection therewith). Any payment (not
including any such costs and expenses) so recovered by the Trustee shall be
paid and delivered to the last preceding Holder of such Residual Certificate.



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     If any purported transferee shall become a registered Holder of a Residual
Certificate in violation of the provisions of this Section 3.03(f), then upon
receipt of written notice to the Trustee that the registration of transfer of
such Residual Certificate was not in fact permitted by this Section 3.03(f),
the last preceding Permitted Transferee shall be restored to all rights as
Holder thereof retroactive to the date of such registration of transfer of such
Residual Certificate. The Trustee shall be under no liability to any Person for
any registration of transfer of a Residual Certificate that is in fact not
permitted by this Section 3.03(f), for making any payment due on such
Certificate to the registered Holder thereof or for taking any other action
with respect to such Holder under the provisions of this Agreement so long as
the transfer was registered upon receipt of the affidavit described in the
preceding paragraph of this Section 3.03(f).

       (g) Each Holder of a Residual Certificate, by such Holder's acceptance
thereof, shall be deemed for all purposes to have consented to the provisions
of this section.

       (h) Notwithstanding any provision to the contrary herein, so long as a
Global Security representing either of the Class B4, Class B5 or Class B6
Certificates remains outstanding and is held by or on behalf of DTC, transfers
of a Global Security representing any such Certificates, in whole or in part,
shall only be made in accordance with Section 3.01 and this Section 3.03(h).

               (A) Subject to clauses (B) and (C) of this Section 3.03(h),
          transfers of a Global Security representing either of the Class B4,
          Class B5 or Class B6 Certificates shall be limited to transfers of
          such Global Security, in whole or in part, to nominees of DTC or to a
          successor of DTC or such successor's nominee.

               (B) Restricted Global Security to Regulation S Global Security.
          If a holder of a beneficial interest in a Restricted Global Security
          deposited with or on behalf of DTC wishes at any time to exchange its
          interest in such Restricted Global Security for an interest in a
          Regulation S Global Security, or to transfer its interest in such
          Restricted Global Security to a Person who wishes to take delivery
          thereof in the form of an interest in a Regulation S Global Security,
          such holder, provided such holder is not a U.S. person, may, subject
          to the rules and procedures of DTC, exchange or cause the exchange of
          such interest for an equivalent beneficial interest in the Regulation
          S Global Security. Upon receipt by the Trustee, as Certificate
          Registrar, of (I) instructions from DTC directing the Trustee, as
          Certificate Registrar, to be credited a beneficial interest in a
          Regulation S Global Security in an amount equal to the beneficial
          interest in such Restricted Global Security to be exchanged but not
          less than the minimum denomination applicable to such holder's
          Certificates held through a Regulation S Global Security, (II) a
          written order given in accordance with DTC's procedures containing
          information regarding the participant account of DTC and, in the case
          of a transfer pursuant to and in accordance with Regulation S, the
          Euroclear or Clearstream account to be credited with such increase
          and (III) a certificate in the form of Exhibit N-1 hereto given by
          the holder of such beneficial interest stating that the exchange or
          transfer of such interest has been made in compliance with the
          transfer restrictions applicable to the Global Securities, including
          that the holder is not a U.S. person, and pursuant to and in
          accordance with Regulation S,



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          the Trustee, as Certificate Registrar, shall reduce the principal
          amount of the Restricted Global Security and increase the principal
          amount of the Regulation S Global Security by the aggregate principal
          amount of the beneficial interest in the Restricted Global Security
          to be exchanged, and shall instruct Euroclear or Clearstream, as
          applicable, concurrently with such reduction, to credit or cause to
          be credited to the account of the Person specified in such
          instructions a beneficial interest in the Regulation S Global
          Security equal to the reduction in the principal amount of the
          Restricted Global Security.

               (C) Regulation S Global Security to Restricted Global Security.
          If a holder of a beneficial interest in a Regulation S Global
          Security deposited with or on behalf of DTC wishes at any time to
          transfer its interest in such Regulation S Global Security to a
          Person who wishes to take delivery thereof in the form of an interest
          in a Restricted Global Security, such holder may, subject to the
          rules and procedures DTC, exchange or cause the exchange of such
          interest for an equivalent beneficial interest in a Restricted Global
          Security. Upon receipt by the Trustee, as Certificate Registrar, of
          (I) instructions from DTC directing the Trustee, as Certificate
          Registrar, to cause to be credited a beneficial interest in a
          Restricted Global Security in an amount equal to the beneficial
          interest in such Regulation S Global Security to be exchanged but not
          less than the minimum denomination applicable to such holder's
          Certificates held through a Restricted Global Security, to be
          exchanged, such instructions to contain information regarding the
          participant account with DTC to be credited with such increase, and
          (II) a certificate in the form of Exhibit N-2 hereto given by the
          holder of such beneficial interest and stating, among other things,
          that the Person transferring such interest in such Regulation S
          Global Security reasonably believes that the Person acquiring such
          interest in a Restricted Global Security is a QIB, is obtaining such
          beneficial interest in a transaction meeting the requirements of Rule
          144A and in accordance with any applicable securities laws of any
          State of the United States or any other jurisdiction, then the
          Trustee, as Certificate Registrar, will reduce the principal amount
          of the Regulation S Global Security and increase the principal amount
          of the Restricted Global Security by the aggregate principal amount
          of the beneficial interest in the Regulation S Global Security to be
          transferred and the Trustee, as Certificate Registrar, shall instruct
          DTC, concurrently with such reduction, to credit or cause to be
          credited to the account of the Person specified in such instructions
          a beneficial interest in the Restricted Global Security equal to the
          reduction in the principal amount of the Regulation S Global
          Security.

               (D) Other Exchanges. In the event that a Global Security is
          exchanged for Certificates in definitive registered form without
          interest coupons, pursuant to Section 3.09(c) hereof, such
          Certificates may be exchanged for one another only in accordance with
          such procedures as are substantially consistent with the provisions
          above (including certification requirements intended to insure that
          such transfers comply with Rule 144A, comply with Rule 501(a)(1),
          (2), (3) or (7) or are to non-U.S. persons in compliance with
          Regulation S under the Act, as the case may be), and as may be from
          time to time adopted by the Trustee.



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               (E) Restrictions on U.S. Transfers. Transfers of interests in
          the Regulation S Global Security to U.S. persons (as defined in
          Regulation S) shall be limited to transfers made pursuant to the
          provisions of Section 3.03(h)(C).

     Section 3.04. Cancellation of Certificates.Any Certificate surrendered for
registration of transfer or exchange shall be cancelled and retained in
accordance with normal retention policies with respect to cancelled
certificates maintained by the Trustee or the Certificate Registrar.

     Section 3.05. Replacement of Certificates.If (i) any Certificate is
mutilated and is surrendered to the Trustee or any Authenticating Agent or (ii)
the Trustee or any Authenticating Agent receives evidence to its satisfaction
of the destruction, loss or theft of any Certificate, and there is delivered to
the Trustee or the Authenticating Agent such security or indemnity as may be
required by them to save each of them harmless, then, in the absence of notice
to the Depositor and any Authenticating Agent that such destroyed, lost or
stolen Certificate has been acquired by a bona fide purchaser, the Trustee
shall execute and the Trustee or any Authenticating Agent shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Certificate, a new Certificate of like tenor and Certificate
Principal Amount. Upon the issuance of any new Certificate under this Section
3.05, the Trustee and Authenticating Agent may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee or the Authenticating Agent) connected therewith. Any replacement
Certificate issued pursuant to this Section 3.05 shall constitute complete and
indefeasible evidence of ownership in the applicable Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

     Section 3.06. Persons Deemed Owners. Subject to the provisions of Section
3.09 with respect to Book-Entry Certificates, the Depositor, the Securities
Administrator, the Master Servicer, the Trustee, the Certificate Registrar and
any agent of any of them may treat the Person in whose name any Certificate is
registered upon the books of the Certificate Registrar as the owner of such
Certificate for the purpose of receiving distributions pursuant to Sections
5.01 and 5.02 and for all other purposes whatsoever, and neither the Depositor,
the Securities Administrator, the Master Servicer, the Trustee, the Certificate
Registrar nor any agent of any of them shall be affected by notice to the
contrary.

     Section 3.07. Temporary Certificates.

       (a) Pending the preparation of definitive Certificates, upon the order
of the Depositor, the Trustee shall execute and shall authenticate and deliver
temporary Certificates that are printed, lithographed, typewritten,
mimeographed or otherwise produced, in any authorized denomination,
substantially of the tenor of the definitive Certificates in lieu of which they
are issued and with such variations as the authorized officers executing such
Certificates may determine, as evidenced by their execution of such
Certificates.

       (b) If temporary Certificates are issued, the Depositor will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the office or agency of the Trustee without charge to



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the Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Trustee shall execute and authenticate and deliver in
exchange therefor a like aggregate Certificate Principal Amount of definitive
Certificates of the same Class in the authorized denominations. Until so
exchanged, the temporary Certificates shall in all respects be entitled to the
same benefits under this Agreement as definitive Certificates of the same
Class.

     Section 3.08. Appointment of Paying Agent. The Trustee may appoint a
Paying Agent (which may be the Trustee) for the purpose of making distributions
to Certificateholders hereunder. The Trustee shall cause such Paying Agent to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee that such Paying Agent will hold all sums held by
it for the payment to Certificateholders in an Eligible Account in trust for
the benefit of the Certificateholders entitled thereto until such sums shall be
paid to the Certificateholders. All funds remitted by the Trustee to any such
Paying Agent for the purpose of making distributions shall be paid to
Certificateholders on each Distribution Date and any amounts not so paid shall
be returned on such Distribution Date to the Trustee. If the Paying Agent is
not the Trustee, the Trustee shall cause to be remitted to the Paying Agent on
or before the Business Day prior to each Distribution Date, by wire transfer in
immediately available funds, the funds to be distributed on such Distribution
Date. Any Paying Agent shall be either a bank or trust company or otherwise
authorized under law to exercise corporate trust powers.

     Section 3.09. Book-Entry Certificates.

       (a) Each Class of Book-Entry Certificates, upon original issuance, shall
be issued in the form of one or more typewritten Certificates representing the
Book-Entry Certificates, to be delivered to The Depository Trust Company, the
initial Clearing Agency, by, or on behalf of, the Depositor. The Book-Entry
Certificates shall initially be registered on the Certificate Register in the
name of the nominee of the Clearing Agency, and no Certificate Owner will
receive a definitive certificate representing such Certificate Owner's interest
in the Book-Entry Certificates, except as provided in Section 3.09(c). Unless
Definitive Certificates have been issued to Certificate Owners of Book-Entry
Certificates pursuant to Section 3.09(c):

               (1) the provisions of this Section 3.09 shall be in full force
          and effect;

               (2) the Depositor, the Securities Administrator, the Master
          Servicer, the Paying Agent, the Registrar and the Trustee may deal
          with the Clearing Agency for all purposes (including the making of
          distributions on the Book-Entry Certificates) as the authorized
          representatives of the Certificate Owners and the Clearing Agency
          shall be responsible for crediting the amount of such distributions
          to the accounts of such Persons entitled thereto, in accordance with
          the Clearing Agency's normal procedures;

               (3) to the extent that the provisions of this Section 3.09
          conflict with any other provisions of this Agreement, the provisions
          of this Section 3.09 shall control; and

               (4) the rights of Certificate Owners shall be exercised only
          through the Clearing Agency and the Clearing Agency Participants and
          shall be limited to those established by law and agreements between
          such Certificate Owners and the Clearing Agency and/or the Clearing
          Agency Participants. Unless and until Definitive Certificates are
          issued



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<PAGE>

          pursuant to Section 3.09(c), the initial Clearing Agency will make
          book-entry transfers among the Clearing Agency Participants and
          receive and transmit distributions of principal of and interest on
          the Book-Entry Certificates to such Clearing Agency Participants.

       (b) Whenever notice or other communication to the Certificateholders is
required under this Agreement, unless and until Definitive Certificates shall
have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee
shall give all such notices and communications specified herein to be given to
Holders of the Book-Entry Certificates to the Clearing Agency.

       (c) If (i) (A) the Depositor advises the Trustee in writing that the
Clearing Agency is no longer willing or able to discharge properly its
responsibilities with respect to the Book-Entry Certificates, and (B) the
Trustee or the Depositor is unable to locate a qualified successor, (ii) the
Depositor, at its option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after the
occurrence of an Event of Default, Certificate Owners representing beneficial
interests aggregating not less than 50% of the Class Principal Amount of a
Class of Book-Entry Certificates identified as such to the Trustee by an
Officer's Certificate from the Clearing Agency advise the Trustee and the
Clearing Agency through the Clearing Agency Participants in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of the Certificate Owners of a Class of Book-Entry
Certificates, the Trustee shall notify or cause the Certificate Registrar to
notify the Clearing Agency to effect notification to all Certificate Owners,
through the Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Certificates to Certificate Owners requesting the
same. Upon surrender to the Trustee of the Book-Entry Certificates by the
Clearing Agency, accompanied by registration instructions from the Clearing
Agency for registration, the Trustee shall issue the Definitive Certificates.
Neither the Transferor nor the Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Clearing Agency shall be deemed to be imposed upon and
performed by the Trustee, to the extent applicable, with respect to such
Definitive Certificates and the Trustee shall recognize the holders of the
Definitive Certificates as Certificateholders hereunder.

                                  ARTICLE IV

                        ADMINISTRATION OF THE TRUST FUND

     Section 4.01. Collection Account.

       (a) On the Closing Date, the Master Servicer shall open and shall
thereafter maintain a segregated account held in trust (the "Collection
Account"), entitled "Aurora Loan Services Inc., as Master Servicer, in trust
for the benefit of the Holders of Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 2001-9." The Collection Account
shall relate solely to the Certificates issued by the Trust Fund hereunder, and
funds in such Collection Account shall not be commingled with any other monies.



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<PAGE>

     (b) The Collection Account shall be an Eligible Account. If an existing
Collection Account ceases to be an Eligible Account, the Master Servicer shall
establish a new Collection Account that is an Eligible Account within 30 days
and transfer all funds on deposit in such existing Collection Account into such
new Collection Account.

     (c) The Master Servicer shall give to the Trustee prior written notice of
the name and address of the depository institution at which the Collection
Account is maintained and the account number of such Collection Account. On
each Master Servicer Remittance Date, the entire amount on deposit in the
Collection Account (subject to permitted withdrawals set forth in Section
4.02), excluding such amounts not included in the Available Distribution Amount
for such Distribution Date pursuant to clauses (a) through (g) of paragraph (i)
of the definition thereof, shall be remitted to the Securities Administrator
for deposit into the Securities Administrator Account by wire transfer in
immediately available funds. The Master Servicer, at its option, may choose to
make daily remittances from the Collection Account to the Securities
Administrator for deposit into the Securities Administrator Account.

     (d) The Master Servicer shall deposit or cause to be deposited into the
Collection Account, no later than the Business Day following the Closing Date,
any amounts representing Scheduled Payments on the Mortgage Loans due after the
Cut-off Date and received by the Master Servicer on or before the Closing Date.
Thereafter, the Master Servicer shall deposit or cause to be deposited in the
Collection Account on the applicable Remittance Date the following amounts
received or payments made by it (other than in respect of principal of and
interest on the Mortgage Loans due on or before the Cut-Off Date):

          (1) all payments on account of principal, including Principal
     Prepayments and late collections, on the Mortgage Loans;

          (2) all payments on account of interest on the Mortgage Loans (other
     than payments due prior to the Cut-off Date), net of the applicable
     Servicing Fee and Master Servicing Fee with respect to each such Mortgage
     Loan, but only to the extent of the amount permitted to be withdrawn or
     withheld from the Collection Account in accordance with Sections 5.04 and
     9.21;

          (3) any unscheduled payment or other recovery with respect to a
     Mortgage Loan not otherwise specified in this paragraph (d), including all
     Net Liquidation Proceeds with respect to the Mortgage Loans and REO
     Property, and all amounts received in connection with the operation of any
     REO Property, net of any unpaid Servicing Fees and Master Servicing Fees
     with respect to such Mortgage Loans, but only to the extent of the amount
     permitted to be withdrawn or withheld from the Collection Account in
     accordance with Sections 5.04 and 9.21 and any amounts received with
     respect to the Additional Collateral or any Surety Bond related thereto;
     provided that if a Servicer is also the Retained Interest Holder with
     respect to any Mortgage Loan, payments on account of interest on the
     Mortgage Loans as to which such Servicer is the Retained Interest Holder
     may also be made net of the related Retained Interest with respect to each
     such Mortgage Loan.

          (4) all Insurance Proceeds;



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<PAGE>

          (5) all Advances made by the Master Servicer or any Servicer pursuant
     to Section 5.04 or the applicable Servicing Agreement; and

          (6) all proceeds of any Mortgage Loan purchased by any Person.

          (e) Funds in the Collection Account may be invested in Eligible
Investments (selected by and at the written direction of the Master Servicer)
which shall mature not later than the earlier of (a) the Master Servicer
Remittance Date (except that if such Eligible Investment is an obligation of
the Trustee or the Paying Agent, if other than the Trustee, and such Collection
Account is maintained with the Trustee or the Paying Agent, if other than the
Trustee, then such Eligible Investment shall mature not later than such
applicable Distribution Date) or (b) the day on which the funds in such
Collection Account are required to be remitted to the Securities Administrator
for deposit into the Securities Administrator Account, and any such Eligible
Investment shall not be sold or disposed of prior to its maturity. All such
Eligible Investments shall be made in the name of the Trustee (in its capacity
as such) or its nominee. All income and gain realized from any such investment
shall be for the benefit of the Master Servicer and shall be subject to its
withdrawal on order from time to time, subject to Section 5.05, and shall not
be part of the Trust Fund. The amount of any losses incurred in respect of any
such investments shall be deposited in such Collection Account by the Master
Servicer out of its own funds, without any right of reimbursement therefor,
immediately as realized. The foregoing requirements for deposit in the
Collection Account are exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, payments of interest on funds in the
Collection Account and payments in the nature of late payment charges or
assumption fees need not be deposited by the Master Servicer in the Collection
Account and may be retained by the Master Servicer or the applicable Servicer
as additional servicing compensation. If the Master Servicer deposits in the
Collection Account any amount not required to be deposited therein, it may at
any time withdraw such amount from such Collection Account. In the event the
Master Servicer does not provide written direction to the Trustee pursuant to
this Section, all funds on deposit in the Collection Account shall remain
uninvested.

     Section 4.02. Application of Funds in the Collection Account. The Master
Servicer may, from time to time, make, or cause to be made, withdrawals from
the Collection Account for the following purposes:

          (1) to reimburse itself or any Servicer for Advances made by it or by
     such Servicer pursuant to Section 5.04 or the applicable Servicing
     Agreement; the Master Servicer's right to reimburse itself pursuant to
     this subclause (i) is limited to amounts received on or in respect of
     particular Mortgage Loans (including, for this purpose, Liquidation
     Proceeds and amounts representing Insurance Proceeds with respect to the
     property subject to the related Mortgage) which represent late recoveries
     (net of the applicable Servicing Fee and the Master Servicing Fee) of
     payments of principal or interest respecting which any such Advance was
     made, it being understood, in the case of any such reimbursement, that the
     Master Servicer's or Servicer's right thereto shall be prior to the rights
     of the Certificateholders;

          (2) to reimburse itself or any Servicer for any Servicing Advances
     made by it or by such Servicer that it determines in good faith will not
     be recoverable from amounts



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<PAGE>

     representing late recoveries of payments of principal or interest
     respecting the particular Mortgage Loan as to which such Servicing Advance
     was made or from Liquidation Proceeds or Insurance Proceeds with respect
     to such Mortgage Loan, it being understood, in the case of any such
     reimbursement, that such Master Servicer's or Servicer's right thereto
     shall be prior to the rights of the Certificateholders;

          (3) to reimburse itself or any Servicer from Liquidation Proceeds for
     Liquidation Expenses and for amounts expended by it pursuant to Sections
     9.20 and 9.22(a) or the applicable Servicing Agreement in good faith in
     connection with the restoration of damaged property and, to the extent
     that Liquidation Proceeds after such reimbursement exceed the unpaid
     principal balance of the related Mortgage Loan, together with accrued and
     unpaid interest thereon at the applicable Mortgage Rate less the
     applicable Servicing Fee and the Master Servicing Fee for such Mortgage
     Loan to the Due Date next succeeding the date of its receipt of such
     Liquidation Proceeds, to pay to itself out of such excess the amount of
     any unpaid assumption fees, late payment charges or other Mortgagor
     charges on the related Mortgage Loan and to retain any excess remaining
     thereafter as additional servicing compensation, it being understood, in
     the case of any such reimbursement or payment, that such Master Servicer's
     or Servicer's right thereto shall be prior to the rights of the
     Certificateholders;

          (4) to reimburse itself or any Servicer for expenses incurred by and
     recoverable by or reimbursable to it or such Servicer pursuant to Section
     9.04, 9.06, 9.16 or 9.22(a) or pursuant to the applicable Servicing
     Agreement, and to reimburse itself for any expenses reimbursable to it
     pursuant to Section 10.01(c);

          (5) to pay to the applicable Person, with respect to each Mortgage
     Loan or REO Property acquired in respect thereof that has been repurchased
     by such Person pursuant to this Agreement, all amounts received thereon
     and not distributed on the date on which the related repurchase was
     effected;

          (6) subject to Section 5.05, to pay to itself income earned on the
     investment of funds deposited in the Collection Account;

          (7) to make payments to the Securities Administrator for deposit into
     the Securities Administrator Account in the amounts and in the manner
     provided for in Section 4.04;

          (8) to make distributions of the Retained Interest to the Retained
     Interest Holder on each Distribution Date (other than any Retained
     Interest not deposited into the Collection Account in accordance with
     Section 4.01(d)(iii));

          (9) to make payment to itself, the Trustee, Securities Administrator
     and others pursuant to any provision of this Agreement;

          (10) to withdraw funds deposited in error in the Collection Account;

          (11) to clear and terminate any Collection Account pursuant to
     Section 7.02;



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<PAGE>

          (12) to reimburse a successor Master Servicer (solely in its capacity
     as successor Master Servicer), for any fee or advance occasioned by a
     termination of the Master Servicer, and the assumption of such duties by
     the Securities Administrator or a successor Master Servicer appointed by
     the Trustee pursuant to Section 6.14, in each case to the extent not
     reimbursed by the terminated Master Servicer, it being understood, in the
     case of any such reimbursement or payment, that the right of the Master
     Servicer or the Securities Administrator thereto shall be prior to the
     rights of the Certificateholders; and

          (13) to reimburse any Servicer for such amounts as are due thereto
     under the applicable Servicing Agreement and have not been retained by or
     paid to such Servicer to the extent provided in such Servicing Agreement.

     If provided in the related Servicing Agreement, each Servicer shall be
entitled to retain as additional servicing compensation any Prepayment Penalty
Amounts.

     In connection with withdrawals pursuant to subclauses (i), (iii), (iv) and
(vi) above, the Master Servicer's or Servicer's entitlement thereto is limited
to collections or other recoveries on the related Mortgage Loan. The Master
Servicer shall therefore keep and maintain a separate accounting for each
Mortgage Loan it master services for the purpose of justifying any withdrawal
from the Collection Account it maintains pursuant to such subclause (i), (iii),
(iv) and (vi).

     Section 4.03. Reports to Certificateholders.

        (a) On each Distribution Date, the Securities Administrator shall have
prepared (based solely on information provided by the Master Servicer) and
shall make available to the Trustee, each Certificateholder and the Certificate
Insurer a written report setting forth the following information, by Mortgage
Pool and Certificate Group (on the basis of Mortgage Loan level information
obtained from the Servicers and the Master Servicer):

          (1) the aggregate amount of the distribution to be made on such
     Distribution Date to the Holders of each Class of Certificates, other than
     any Class of Notional Certificates, allocable to principal on the Mortgage
     Loans, including Liquidation Proceeds and Insurance Proceeds, stating
     separately the amount attributable to scheduled principal payments and
     unscheduled payments in the nature of principal in each Mortgage Pool;

          (2) the aggregate amount of the distribution to be made on such
     Distribution Date to the Holders of each Class of Certificates, other than
     any Class of Principal Only Certificates, allocable to interest, including
     any Accrual Amount added to the Class Principal Amount of any Class of
     Accrual Certificates;

          (3) the amount, if any, of any distribution to the Holders of a
     Residual Certificate;

          (4) (A) the aggregate amount of any Advances required to be made by
     or on behalf of the Master Servicer or any Servicer (or the Securities
     Administrator) with



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<PAGE>

     respect to such Distribution Date, (B) the aggregate amount of such
     Advances actually made, and (C) the amount, if any, by which (A) above
     exceeds (B) above;

          (5) the Aggregate Principal Balance of the Mortgage Loans and the
     Non-AP Pool Balance of each Mortgage Pool for such Distribution Date,
     after giving effect to payments allocated to principal reported under
     clause (i) above;

          (6) the Class Principal Amount (or Class Notional Amount) of each
     Class of Certificates and the Component, Principal Amount of each
     Component, to the extent applicable, as of such Distribution Date after
     giving effect to payments allocated to principal reported under clause (i)
     above (and to the addition of any Accrual Amount in the case of any Class
     of Accrual Certificates), separately identifying any reduction of any of
     the foregoing Certificate Principal Amounts or Component Principal Amounts
     due to Realized Losses:

          (7) any Realized Losses realized with respect to the Mortgage Loans
     (x) in the applicable Prepayment Period and (y) in the aggregate since the
     Cut-off Date, stating separately the amount of Special Hazard Losses,
     Fraud Losses and Bankruptcy Losses and the aggregate amount of such
     Realized Losses, and the remaining Special Hazard Loss Amount, Fraud Loss
     Amount and Bankruptcy Loss Amount;

          (8) the amount of the Master Servicing Fees, Servicing Fees and
     Securities Administrator Fee paid during the Due Period to which such
     distribution relates;

          (9) the number and aggregate Scheduled Principal Balance of Mortgage
     Loans, as reported to the Securities Administrator by the Master Servicer,
     (a) remaining outstanding (b) delinquent one month, (c) delinquent two
     months, (d) delinquent three or more months, and (e) as to which
     foreclosure proceedings have been commenced as of the close of business on
     the last Business Day of the calendar month immediately preceding the
     month in which such Distribution Date occurs;

          (10) the deemed principal balance of each REO Property as of the
     close of business on the last Business Day of the calendar month
     immediately preceding the month in which such Distribution Date occurs;

          (11) the aggregate principal balance of all Mortgage Loans that have
     become REO Property and the number of such Mortgage Loans as of the close
     of business on the last Business Day of the calendar month immediately
     preceding the month in which such Distribution Date occurs;

          (12) with respect to substitution of Mortgage Loans in the preceding
     calendar month, the Scheduled Principal Balance of each Deleted Mortgage
     Loan, and of each Qualifying Substitute Mortgage Loan;

          (13) the aggregate outstanding Interest Shortfalls and Net Prepayment
     Interest Shortfalls, if any, for each Class of Certificates, after giving
     effect to the distribution made on such Distribution Date;


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<PAGE>

          (14) the Certificate Interest Rate applicable to such Distribution
     Date with respect to each Class of Certificates;

          (15) if applicable, the amount of any shortfall (i.e., the difference
     between the aggregate amounts of principal and interest which
     Certificateholders would have received if there were sufficient available
     amounts in the Certificate Account and the amounts actually distributed);

          (16) any Insured Payments made in respect of Class A4 Guaranteed
     Distributions paid under the Class A4 Certificate Insurance Policy and
     Class 3-A5 Guaranteed Distributions paid under the Class 3-A5 Certificate
     Insurance Policy; and

          (17) any amounts withdrawn from the Class A4 Reserve Fund or the
     Class 3-A5 Reserve Fund pursuant to Section 4.06 for that Distribution
     Date.

     In the case of information furnished pursuant to subclauses (i), (ii) and
(vii) above, the amounts shall be expressed as a dollar amount per $1,000 of
original principal amount of Certificates.

     The Securities Administrator also shall make available to the Trustee and
the Certificate Insurer any other "loan-level" information for any Mortgage
Loans that are delinquent three or more months and any REO Property held by the
Trust that is reported by the Master Servicer to the Securities Administrator.

     The foregoing information and reports shall be prepared and determined by
the Securities Administrator based solely on Mortgage Loan data provided to the
Securities Administrator by the Master Servicer (in a format agreed to by the
Securities Administrator, the Trustee and the Master Servicer) no later than
12:00 p.m. (noon) Eastern Standard Time four Business Days prior to the
Distribution Date. In preparing or furnishing the Mortgage Loan data to the
Trustee, the Master Servicer shall be entitled to rely conclusively on the
accuracy of the information or data regarding the Mortgage Loans and the
related REO Property that has been provided to the Master Servicer by each
Servicer, and the Master Servicer shall not be obligated to verify, recompute,
reconcile or recalculate any such information or data.

     On each Distribution Date, the Securities Administrator shall also provide
or make available to the Depositor the above-described written report in a
mutually agreed upon manner and format.

       (b) Upon the reasonable advance written request of any Certificateholder
that is a savings and loan, bank or insurance company, which request, if
received by the Trustee, will be promptly forwarded to the Master Servicer, the
Master Servicer shall provide, or cause to be provided, (or, to the extent that
such information or documentation is not required to be provided by a Servicer
under the applicable Servicing Agreement, shall use reasonable efforts to
obtain such information and documentation from such Servicer, and provide) to
such Certificateholder such reports and access to information and documentation
regarding the Mortgage Loans as such Certificateholder may reasonably deem
necessary to comply with applicable regulations of the Office of Thrift
Supervision or its successor or other regulatory authorities with respect to
investment in the Certificates; provided, however, that the Master Servicer
shall be entitled to be



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<PAGE>

reimbursed by such Certificateholder for such Master Servicer's actual expenses
incurred in providing such reports and access.

       (c) Within 90 days, or such shorter period as may be required by statute
or regulation, after the end of each calendar year, the Securities
Administrator shall have prepared and the Trustee shall make available to each
Person who at any time during the calendar year was a Certificateholder of
record, and make available to Certificate Owners (identified as such by the
Clearing Agency) in accordance with applicable regulations, a report
summarizing the items provided to Certificateholders pursuant to Section
4.03(a) on an annual basis as may be required to enable such Holders to prepare
their federal income tax returns. Such information shall include the amount of
original issue discount accrued on each Class of Certificates and information
regarding the expenses of the Trust Fund. The Securities Administrator shall be
deemed to have satisfied this requirement if it forwards such information in
any other format permitted by the Code. The Master Servicer shall provide the
Securities Administrator with such information as is necessary for the
Securities Administrator to prepare such reports.

     Section 4.04. Certificate Account.

       (a) The Trustee shall establish and maintain in its name, as trustee, a
trust account (the "Certificate Account"), to be held in trust for the benefit
of the Certificateholders and the Certificate Insurer until disbursed pursuant
to the terms of this Agreement. The Certificate Account shall be an Eligible
Account. If the existing Certificate Account ceases to be an Eligible Account,
the Trustee shall establish a new Certificate Account that is an Eligible
Account within 20 Business Days and transfer all funds on deposit in such
existing Certificate Account into such new Certificate Account. The Certificate
Account shall relate solely to the Certificates issued hereunder and funds in
the Certificate Account shall be held separate and apart from and shall not be
commingled with any other monies including, without limitation, other monies of
the Trustee held under this Agreement.

       (b) The Trustee shall cause to be deposited into the Certificate Account
on the day on which, or, if such day is not a Business Day, the Business Day
immediately following the day on which, any monies are remitted by the
Securities Administrator to the Trustee all such amounts. The Trustee shall
make withdrawals from the Certificate Account only for the following purposes:

          (1) to withdraw amounts deposited in the Certificate Account in
     error;

          (2) to pay the Securities Administrator any investment income earned
     with respect to funds in the Certificate Account invested in Eligible
     Investments as set forth in subsection (c) below, and to make payments to
     itself and others pursuant to any provision of this Agreement;

          (3) to make payments of the Master Servicing Fee (to the extent not
     already withheld or withdrawn from the Collection Account by the Master
     Servicer) to the Master Servicer and to make payments with respect to the
     premium for the Pool PMI Policy to GEMICO;

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<PAGE>

          (4) to make distributions to the Certificateholders and the
     Certificate Insurer pursuant to Article V; and

          (5) to clear and terminate the Certificate Account pursuant to
     Section 7.02.

       (c) The Trustee may invest, or cause to be invested, funds held in the
Certificate Account, which funds, if invested, shall be invested in Eligible
Investments (which may be obligations of the Trustee described in paragraph
(viii) of the definition thereof). All such investments must be payable on
demand or mature no later than the next Distribution Date, and shall not be
sold or disposed of prior to their maturity. All such Eligible Investments will
be made in the name of the Trustee (in its capacity as such) or its nominee.
All income and gain realized from any such investment shall be compensation for
the Securities Administrator and shall be subject to its withdrawal on order
from time to time. The amount of any losses incurred in respect of any such
investments shall be paid by the Securities Administrator for deposit in the
Certificate Account out of its own funds, without any right of reimbursement
therefor, immediately as realized. Funds held in the Certificate Account that
are not invested shall be held in cash.

     Section 4.05. Determination of LIBOR. If the outstanding Certificates
include any LIBOR Certificates or consist of any LIBOR Components, then on each
LIBOR Determination Date the Securities Administrator shall determine LIBOR on
the basis of the offered LIBOR quotations of the Reference Banks as of 11:00
a.m. London time on such LIBOR Determination Date as follows:

          (1) If on any LIBOR Determination Date two or more of the Reference
     Banks provide such offered quotations, LIBOR for the next Accrual Period
     will be the arithmetic mean of such offered quotations (rounding such
     arithmetic mean if necessary to the nearest five decimal places;

          (2) If on any LIBOR Determination Date only one or none of the
     Reference Banks provides such offered quotations, LIBOR for the next
     Accrual Period will be whichever is the higher of (x) LIBOR as determined
     on the previous LIBOR Determination Date or (y) the Reserve Interest Rate.
     The "Reserve Interest Rate" will be either (A) the rate per annum which
     the Securities Administrator determines to be the arithmetic mean
     (rounding such arithmetic mean if necessary to the nearest five decimal
     places) of the one-month Eurodollar lending rates that New York City banks
     selected by the Depositor are quoting, on the relevant LIBOR Determination
     Date, to the principal London offices of at least two leading banks in the
     London interbank market or (B) in the event that the Securities
     Administrator can determine no such arithmetic mean, the lowest one-month
     Eurodollar lending rate that the New York City banks selected by the
     Depositor are quoting on such LIBOR Determination Date to leading European
     banks; and

          (3) If on any LIBOR Determination Date the Securities Administrator
     is required but is unable to determine the Reserve Interest Rate in the
     manner provided in paragraph (ii) above, LIBOR for the next Accrual Period
     will be LIBOR as determined

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<PAGE>

     on the previous LIBOR Determination Date or, in the case of the first
     LIBOR Determination Date, the Initial LIBOR Rate.

       (b) The establishment of LIBOR by the Securities Administrator and the
Securities Administrator's subsequent calculation of the Certificate Interest
Rate or Component Interest Rate (or Rates) applicable to the LIBOR Certificates
and LIBOR Components for the relevant Accrual Period, in the absence of
manifest error, will be final and binding. In all cases, the Securities
Administrator may conclusively rely on quotations of LIBOR for the Reference
Banks as such quotations appear on the display designated "LIUS01M" on the
Bloomberg Financial Markets Commodities News.

       (c) As used herein, "Reference Banks" shall mean four leading banks
engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in London,
England, (ii) whose quotations appear on the "Bloomberg Screen LIUS01M Index
Page" (as described in the definition of LIBOR) on the applicable LIBOR
Determination Date and (iii) which have been designated as such by the
Depositor and are able and willing to provide such quotations to the Depositor
on each LIBOR Determination Date. The Reference Banks initially shall be:
Barclay's plc, Bank of Tokyo, National Westminster Bank and Trust Company and
Bankers Trust Company. If any of the initial Reference Banks should be removed
from the Bloomberg Screen LIUS01M Index Page or in any other way fail to meet
the qualifications of a Reference Bank, the Depositor shall use its best
efforts to designate alternate Reference Banks.

       (d) If (i) with respect to any LIBOR Determination Date LIBOR is
determined pursuant to clause (a)(iii) of this Section and (ii) on the next
succeeding LIBOR Determination Date LIBOR would, without giving effect to this
paragraph (d), be determined pursuant to such clause (a)(iii), then the
Depositor shall select an alternative interest rate index over which the
Depositor has no control that is used for determining Eurodollar lending rates
and is calculated and published (or otherwise made available) by an independent
third party, and such alternative interest rate index shall constitute LIBOR
for all purposes hereof.

     Section 4.06. The Reserve Funds.

       (a) The Trustee shall establish and maintain the Class A4 Reserve Fund,
which shall be an Eligible Account into which there shall have been deposited
the amount of $4,000 on the Closing Date. The Trustee shall also establish and
maintain the Class 3-A5 Reserve Fund, which shall be an Eligible Account into
which there shall have been deposited the amount of $4,000 on the Closing Date.
No additional funds will be deposited in the Class A4 Reserve Fund and the
Class 3-A5 Reserve Fund after the Closing Date. All funds deposited in the
Class A4 Reserve Fund, other than investment earnings thereon which shall be
released by the Trustee to Lehman Brothers Inc. from time to time by written
order, shall be held in trust for the benefit of the Holders of the Class A4
Certificates until withdrawn in accordance with Section 5.02(e). All funds
deposited in the 3-A5 Reserve Fund, other than investment earnings thereon
which shall be released by the Trustee to Lehman Brothers Inc. from time to
time by written order, shall be held in trust for the benefit of the Holders of
the Class 3-A5 Certificates until withdrawn in accordance with Section 5.02(e).
The amount of any losses incurred in respect of any such investments shall be
paid by Lehman Capital for deposit in the Class A4

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<PAGE>

Reserve Fund or Class 3-A5 Reserve Fund, as applicable, out of its own funds,
without any right of reimbursement therefor, immediately as realized. The Class
A4 Reserve Fund and the Class 3-A5 Reserve Fund shall each be an "outside
reserve fund" under the REMIC Provisions. Lehman Brothers Inc. shall be the
beneficial owner of the Class A4 Reserve Fund and the Class 3-A5 Reserve Fund
for federal and state income tax purposes. The Trustee, upon the instructions
of the Depositor, may invest, or cause to be invested, funds in the Class A4
Reserve Fund and the Class 3-A5 Reserve Fund in Eligible Investments (which may
be the obligation of the Trustee).

       (b) The Trustee shall from time to time make withdrawals from the Class
A4 Reserve Fund on behalf of the Trust Fund for the following purposes:

          (1) prior to each Distribution Date, to withdraw from the Class A4
     Reserve Fund an amount equal to the lesser of (a) any Net Prepayment
     Interest Shortfalls and any Relief Act Reductions for Pool 1, Pool 2, Pool
     4 or Pool 6 allocable to the A4(1), A4(2), A4(4) or A4(6) Components of
     the Class A4 Certificates for the related Distribution Date, and (b) the
     amount on deposit in the Class A4 Reserve Fund, and remit such amount to
     the Certificate Account for distribution to the Class A4
     Certificateholders on such Distribution Date; and

          (2) on the earlier of (a) the Distribution Date on which the Class
     Principal Amount of the Class A4 Certificates is reduced to zero and (b)
     the termination of this Agreement pursuant to Section 7.01, to clear and
     terminate the Class A4 Reserve Fund and to pay all amounts on deposit
     therein to Lehman Brothers Inc. at the address supplied by it to the
     Trustee for such purpose.

       (c) The Trustee shall from time to time make withdrawals from the Class
3-A5 Reserve Fund on behalf of the Trust Fund for the following purposes:

          (1) prior to each Distribution Date occurring after the Class 3-A5
     Accretion Termination Date, to withdraw from the Class 3-A5 Reserve Fund
     an amount equal to the lesser of (a) any Net Prepayment Interest
     Shortfalls and any Relief Act Reductions for Pool 3 allocable to the Class
     3-A5 Certificates for such Distribution Date, and (b) the amount on
     deposit in the Class 3-A5 Reserve Fund, and remit such amount to the
     Certificate Account for distribution to the Class 3-A5 Certificateholders
     on such Distribution Date; and

          (2) on the earlier of (a) the Distribution Date on which the Class
     Principal Amount of the Class 3-A5 Certificates is reduced to zero and (b)
     the termination of this Agreement pursuant to Section 7.01, to clear and
     terminate the Class 3-A5 Reserve Fund and to pay all amounts on deposit
     therein to Lehman Brothers Inc. at the address supplied by it to the
     Trustee for such purpose.

     Section 4.07. Securities Administrator Account.On the Closing Date, the
Securities Administrator shall open and shall thereafter maintain an account to
be held in trust (the "Securities Administrator Account"), entitled "Wells
Fargo Bank Minnesota, N.A., as Securities Administrator, in trust for the
benefit of the Holders of Structured Asset Securities Corporation


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<PAGE>

Mortgage Pass-Through Certificates, Series 2001-9." The Securities
Administrator Account shall relate solely to the Certificates issued by the
Trust Fund hereunder, and funds in such Securities Administrator Account shall
not be commingled with any other monies.

       (a) The Securities Administrator Account shall be an Eligible Account. If
an existing Securities Administrator Account ceases to be an Eligible Account,
the Securities Administrator shall establish a new Securities Administrator
Account that is an Eligible Account within 20 Business Days of notice thereof
to the Securities Administrator, and shall transfer all funds on deposit in
such existing Securities Administrator Account into such new Securities
Administrator Account.

       (b) The Securities Administrator shall make withdrawals from the
Securities Administrator Account only for the following purposes:

          (1) to withdraw amounts deposited in the Securities Administrator
     Account in error;

          (2) to make payments of the Securities Administrator Fee to itself
     and, to the extent agreed between the Securities Administrator and the
     Trustee, to the Trustee and to reimburse the Securities Administrator or
     the Trustee for any amounts reimbursable under the terms of this
     Agreement;

          (3) to make payment of the monthly premium to GEMICO under the Pool
     Insurance Policy;

          (4) to make payments to the Trustee for deposit into the Certificate
     Account pursuant to Section 4.07(c); and

          (5) to clear and terminate the Securities Administrator Account
     pursuant to Section 7.02.

       (c) The Securities Administrator shall give to the Trustee prior written
notice of the name and address of the depository institution at which the
Securities Administrator Account is maintained and the account number of such
Securities Administrator Account. On each Deposit Date, the entire amount on
deposit in the Securities Administrator Account (less any amounts withdrawn
pursuant to Sections 4.07(b)(1), (2) and (3)), shall be remitted to the Trustee
for deposit into the Certificate Account by wire transfer in immediately
available funds. The Securities Administrator, at its option, may choose to
make daily remittances from the Securities Administrator Account to the Trustee
for deposit into the Certificate Account.

       (d) The Securities Administrator shall cause to be deposited into the
Securities Administrator Account on the Master Servicer Remittance Date, any
monies remitted by the Master Servicer to the Securities Administrator on such
date pursuant to the terms of this Agreement.

       (e) The Securities Administrator may invest, or cause to be invested,
funds held in the Securities Administrator Account, which funds, if invested,
shall be invested in Eligible Investments (which may be obligations of the
Securities Administrator). All such



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<PAGE>

investments must mature not later than the Deposit Date, and shall not be sold
or disposed of prior to its maturity. All such Eligible Investments shall be
made in the name of the Trustee (in its capacity as such) or its nominee. All
income and gain realized from any such investment shall be for the benefit of
the Securities Administrator and shall be subject to its withdrawal on order
from time to time, and shall not be part of the Trust Fund. The amount of any
losses incurred in respect of any such investments shall be deposited in such
Securities Administrator Account by the Securities Administrator out of its own
funds, without any right of reimbursement therefor, immediately as realized.
The foregoing requirements for deposit in the Securities Administrator Account
are exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments of interest on funds in the Securities
Administrator Account need not be deposited by the Securities Administrator in
the Securities Administrator Account and may be retained by the Securities
Administrator as compensation. If the Securities Administrator deposits in the
Securities Administrator Account any amount not required to be deposited
therein, it may at any time withdraw such amount from such Securities
Administrator Account. Funds held in the Securities Administrator Account that
are not invested shall be held in cash.

                                   ARTICLE V

                    DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

     Section 5.01. Distributions Generally.

       (a) Subject to Section 7.01 respecting the final distribution on the
Certificates, on each Distribution Date the Trustee or the Paying Agent shall
make distributions in accordance with this Article V. Such distributions shall
be made by check mailed to each Certificateholder's address as it appears on
the Certificate Register of the Certificate Registrar (which shall initially be
the Trustee) or, upon written request made to the Trustee at least three
Business Days prior to the related Distribution Date to any Certificateholder
owning an aggregate initial Certificate Principal Amount of at least
$2,500,000, or, in the case of the Notional Certificates and Principal Only
Certificates, a Percentage Interest of more than 25%, by wire transfer in
immediately available funds to an account specified in the request and at the
expense of such Certificateholder; provided, however, that the final
distribution in respect of any Certificate shall be made only upon presentation
and surrender of such Certificate at the Corporate Trust Office. Wire transfers
will be made at the expense of the Holder requesting such wire transfer by
deducting a wire transfer fee from the related distribution. Notwithstanding
such final payment of principal of any of the Certificates, each Residual
Certificate will remain outstanding until the termination of each REMIC and the
payment in full of all other amounts due with respect to the Residual
Certificate and at such time such final payment in retirement of any Residual
Certificate will be made only upon presentation and surrender of such
Certificate at the Corporate Trust Office of the Trustee or at the office of
the New York Presenting Agent. If any payment required to be made on the
Certificates is to be made on a day that is not a Business Day, then such
payment will be made on the next succeeding Business Day. Payments to the
Certificate Insurer shall in all cases be made by wire transfer of immediately
available funds.

       (b) All distributions or allocations made with respect to
Certificateholders within each Class on each Distribution Date shall be
allocated among the outstanding



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<PAGE>

Certificates in such Class equally in proportion to their respective initial
Certificate Principal Amounts (or initial Notional Amounts), except for amounts
redeemed in respect of the Redemption Certificate pursuant to Sections 5.06(a)
and (d).

     Section 5.02. Distributions from the Certificate Account.

       (a) On each Distribution Date, the Trustee (or the Paying Agent on
behalf of the Trustee) shall withdraw from the Certificate Account the
Available Distribution Amount with respect to each Mortgage Pool, and shall
distribute such amount to the Certificate Insurer, and to the Holders of record
of each Class of Certificates, in the following order of priority based on the
report of the Securities Administrator:

          (1) to the Certificate Insurer, from the Available Distribution
     Amount for Pool 1, Pool 2, Pool 4 and Pool 6, the allocable portion of the
     Aggregate Class A4 Certificate Insurance Premium and from the Available
     Distribution Amount for Pool 3, the Aggregate Class 3-A5 Certificate
     Insurance Premium;

          (2) from the Available Distribution Amount for each Mortgage Pool, to
     each Class of Senior Certificates or Components in the related Certificate
     Group (other than any Class of Principal Only Certificates), the Accrued
     Certificate Interest thereon for such Distribution Date, as reduced by
     such Class's or Component's allocable share of any Net Prepayment Interest
     Shortfalls for the related Mortgage Pool for such Distribution Date;
     provided, however, that any shortfall in available amounts for each
     Mortgage Pool shall be allocated among the Classes or Components of the
     related Certificate Group in proportion to the amount of Accrued
     Certificate Interest (as so reduced) that would otherwise be distributable
     thereon; provided, further, that on each Distribution Date through the
     Class 3-A5 Accretion Termination Date, such amounts otherwise
     distributable with respect to the Class 3-A5 Certificates shall not be
     distributed under this priority (2), but shall instead be added to the
     Certificate Principal Amount of the Class 3-A5 Certificates and
     distributed in accordance with subparagraph (d) below;

          (3) from the Available Distribution Amount for each Mortgage Pool, to
     each Class of Senior Certificates or Components in the related Certificate
     Group (other than any Class of Principal Only Certificates), any related
     Interest Shortfall for such Distribution Date; provided, however, that any
     shortfall in available amounts for each Mortgage Pool shall be allocated
     among the Classes or Components of the related Certificate Group in
     proportion to the Interest Shortfall for each such Class or Components on
     such Distribution Date; provided, further, that through the Class 3-A5
     Accretion Termination Date, such amounts with respect to the Class 3-A5
     Certificates will not be distributed to the Class 3-A5 Certificates under
     this priority (3), but will instead be added to the Certificate Principal
     Amounts of such Class and distributed in accordance with subparagraph (d)
     below.

          (4) from the remaining Available Distribution Amount for each
     Mortgage Pool, to the Senior Certificates or Components of the related
     Certificate Group (other than any Class of Notional Certificates), as
     provided in the Senior Principal




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<PAGE>

     Priorities set forth in Exhibit O attached hereto; except use of the word
     "approximately" shall be disregarded in such priorities;

          (5) to the Class AP Certificates, to the extent of the remaining
     Available Distribution Amount for all six Pools, the Class AP Deferred
     Amount for such Class and Distribution Date, until the Class Principal
     Amount thereof has been reduced to zero; provided, however, that (A)
     distributions pursuant to this priority shall not exceed the aggregate
     Subordinate Principal Distribution Amount for all six Mortgage Pools for
     such date; (B) such amounts will not reduce the Class Principal Amounts of
     such Classes; and (C) in the event the aggregate Subordinate Principal
     Distribution Amount for all Mortgage Pools is insufficient to fully pay
     the Class AP Deferred Amount for the Class AP Certificates, such amount
     shall be distributed pro rata to such Classes on the basis of their
     respective Class AP Deferred Amounts;

          (6) from the Available Distribution Amount for each Mortgage Pool, to
     the Certificate Insurer, any unreimbursed Insured Payments, plus all
     amounts due to the Certificate Insurer under the Insurance Agreements,
     together with interest thereon at the rate specified in the Insurance
     Agreement (collectively, the "Reimbursement Amounts"); and

          (7) from the remaining Available Distribution Amount for all Mortgage
     Pools, subject to the prior distribution of amounts pursuant to Section
     5.02(g) in the case of clauses (C), (F), (I), (L), (O) and (R) below, to
     the Subordinated Certificates, in the following order of priority:

               (A) to the Class B1 Certificates, the Accrued Certificate
          Interest thereon for such Distribution Date, as reduced by such
          Class's allocable share of any Net Prepayment Interest Shortfalls for
          such Distribution Date;

               (B) to the Class B1 Certificates, any Interest Shortfall for
          such Class on such Distribution Date;

               (C) to the Class B1 Certificates, in reduction of the Class
          Principal Amount thereof, such Class's Subordinate Class Percentage
          of each Subordinate Principal Distribution Amount for such
          Distribution Date, except as provided in Section 5.02(c), until the
          Certificate Principal Balance thereof has been reduced to zero;

               (D) to the Class B2 Certificates, the Accrued Certificate
          Interest thereon for such Distribution Date, as reduced by such
          Class's allocable share of any Net Prepayment Interest Shortfalls for
          such Distribution Date;

               (E) to the Class B2 Certificates, any Interest Shortfall for
          such Class on such Distribution Date;

               (F) to the Class B2 Certificates, in reduction of the
          Certificate Principal Amount thereof, such Class's Subordinate Class
          Percentage of each Subordinate Principal Distribution Amount for such
          Distribution Date, except as



                                      83
<PAGE>

          provided in Section 5.02(c), until the Class Principal Amount thereof
          has been reduced to zero;

               (G) to the Class B3 Certificates, the Accrued Certificate
          Interest thereon for such Distribution Date, as reduced by such
          Class's allocable share of any Net Prepayment Interest Shortfalls for
          such Distribution Date;

               (H) to the Class B3 Certificates, any Interest Shortfall for
          such Class on such Distribution Date;

               (I) to the Class B3 Certificates, in reduction of the
          Certificate Principal Amount thereof, such Class's Subordinate Class
          Percentage of each Subordinate Principal Distribution Amount for such
          Distribution Date, except as provided in Section 5.02(c), until the
          Class Principal Amount thereof has been reduced to zero;

               (J) to the Class B4 Certificates, the Accrued Certificate
          Interest thereon for such Distribution Date, as reduced by such
          Class's allocable share of any Net Prepayment Interest Shortfalls for
          such Distribution Date;

               (K) to the Class B4 Certificates, any Interest Shortfall for
          such Class on such Distribution Date;

               (L) to the Class B4 Certificates, in reduction of the
          Certificate Principal Amount thereof, such Class's Subordinate Class
          Percentage of each Subordinate Principal Distribution Amount for such
          Distribution Date, except as provided in Section 5.02(c), until the
          Certificate Principal Balance thereof has been reduced to zero;

               (M) to the Class B5 Certificates, the Accrued Certificate
          Interest thereon for such Distribution Date, as reduced by such
          Class's allocable share of any Net Prepayment Interest Shortfalls for
          such Distribution Date;

               (N) to the Class B5 Certificates, any Interest Shortfall for
          such Class on such Distribution Date;

               (O) to the Class B5 Certificates, in reduction of the
          Certificate Principal Amount thereof, such Class's Subordinate Class
          Percentage of each Subordinate Principal Distribution Amount for such
          Distribution Date, except as provided in Section 5.02(c), until the
          Class Principal Balance thereof has been reduced to zero;

               (P) to the Class B6 Certificates, the Accrued Certificate
          Interest thereon for such Distribution Date, as reduced by such
          Class's allocable share of any Net Prepayment Interest Shortfalls for
          such Distribution Date;

               (Q) to the Class B6 Certificates, any Interest Shortfall for
          such Class on such Distribution Date; and



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<PAGE>

               (R) to the Class B6 Certificates, in reduction of the
          Certificate Principal Amount thereof, such Class's Subordinate Class
          Percentage of each Subordinate Principal Distribution Amount for such
          Distribution Date, except as provided in Section 5.02(c), until the
          Certificate Principal Balance thereof has been reduced to zero.

       (b) Net Prepayment Interest Shortfalls for each Mortgage Pool shall be
allocated among the Certificates and Components of the related Certificate
Group (other than any related Principal Only Certificates) pro rata based on
(i) in the case of the related Non-AP Senior Certificates, the Accrued
Certificate Interest otherwise distributable thereon, and (ii) in the case of
the Subordinate Certificates, interest accrued on the related Apportioned
Principal Balances.

       (c) If on any Distribution Date the Credit Support Percentage for the
Class B1 Certificates is less than the Original Credit Support Percentage for
such Class, then, notwithstanding anything to the contrary in Section 5.02(a),
no distribution of amounts described in clauses (ii) and (iii) of the
definition of Subordinate Principal Distribution Amount will be made in respect
of the Class B2, Class B3, Class B4, Class B5 or Class B6 Certificates on such
Distribution Date. (ii) If on any Distribution Date the Credit Support
Percentage for the Class B2 Certificates is less than the Original Credit
Support Percentage for such Class, then, notwithstanding anything to the
contrary in Section 5.02(a), no distribution of amounts described in clauses
(ii) and (iii) of the definition of Subordinate Principal Distribution Amount
will be made in respect of the Class B3, Class B4, Class B5 or Class B6
Certificates on such Distribution Date. (iii) If on any Distribution Date the
Credit Support Percentage for the Class B3 Certificates is less than the
Original Credit Support Percentage for such Class, then, notwithstanding
anything to the contrary in Section 5.02(a), no distribution of amounts
described in clauses (ii) and (iii) of the definition of Subordinate Principal
Distribution Amount will be made in respect of the Class B4, Class B5 or Class
B6 Certificates on such Distribution Date. (iv) If on any Distribution Date the
Credit Support Percentage for the Class B4 Certificates is less than the
Original Credit Support Percentage for such Class, then, notwithstanding
anything to the contrary in Section 5.02(a), no distribution of amounts
described in clauses (ii) and (iii) of the definition of Subordinate Principal
Distribution Amount will be made in respect of the Class B5 or Class B6
Certificates on such Distribution Date. (v) If on any Distribution Date the
Credit Support Percentage for the Class B5 Certificates is less than the
Original Credit Support Percentage for such Class, then, notwithstanding
anything to the contrary in Section 5.02(a), no distribution of amounts
described in clauses (ii) and (iii) of the definition of Subordinate Principal
Distribution Amount will be made in respect of the Class B6 Certificates on
such Distribution Date.

     Any amount not distributed in respect of any Class on any Distribution
Date pursuant to the immediately preceding paragraph will be allocated among
the remaining Subordinate Classes in proportion to their respective Certificate
Principal Amounts.

       (d) On each Distribution Date through the Class 3-A5 Accretion
Termination Date, before distribution of any amounts pursuant to
Section 5.02(a)(4) set forth in Exhibit O, an amount equal to the Class 3-A5
Accrual Amount for such Distribution Date will be distributed in the following
order of priority:



                                      85
<PAGE>

          first, to the Class 3-A3 Certificates, in reduction of the Class
     Principal Amount thereof, until the Class Principal Amount thereof has
     been reduced to zero;

          second, to the Class 3-A2 Certificates, in reduction of the Class
     Principal Amount thereof, until the Class Principal Amount thereof has
     been reduced to zero;

          third, to the Class 3-A1 Certificates, in reduction of the Class
     Principal Amount thereof, until the Class Principal Amount thereof has
     been reduced to zero; and

          fourth, to the Class 3-A5 Certificates, in reduction of their Class
     Principal Amount until the Class Principal Amount thereof has been reduced
     to zero;

     On each Distribution Date after the Class 3-A5 Accretion Termination Date,
the Accrued Certificate Interest allocable to the Class 3-A5 Certificates
pursuant to Section 5.02(a)(2) and (3) above will be distributable as interest
thereon and not be added to the Certificate Principal Amount thereof.

       (e) On each Distribution Date with respect to the Class A4 Certificates
and on each Distribution Date after the Class 3-A5 Accretion Termination Date
with respect to the Class 3-A5 Certificates, the Trustee shall distribute the
amount withdrawn from the Class A4 Reserve Fund or Class 3-A5 Reserve Fund with
respect to such Distribution Date pursuant to Section 4.06, to the extent of
funds on deposit in the Class A4 Reserve Fund or Class 3-A5 Reserve Fund, and
shall apply such funds to distributions on the Class A4 Certificates or the
Class 3-A5 Certificates, as applicable, as interest thereon, in the amount of
(i) any Net Prepayment Interest Shortfalls for each Mortgage Pool allocable to
the related Component of the Class A4 Certificates or the Class 3-A5
Certificates, as applicable, on such Distribution Date and (ii) any Relief Act
Reductions allocable to the related Component of the Class A4 Certificates or
the Class 3-A5 Certificates, as applicable, on such Distribution Date.

       (f) On each Distribution Date, the Trustee shall distribute to the Holder
of the Class R Certificate any amounts remaining in the Upper Tier REMIC for
such Distribution Date after application of all amounts described in paragraph
(a) of this Section 5.02. Any distributions pursuant to this paragraph (f)
shall not reduce the Class Principal Amount of the Class R Certificate.

       (g) On each Distribution Date prior to the Credit Support Depletion Date
but after the date on which the aggregate Certificate Principal Amount or
Component Principal Amount of the Non-AP Senior Certificates or the related
Component of any Certificate Group has been reduced to zero, amounts otherwise
distributable as principal on each Class of Subordinate Certificates pursuant
to Section 5.02(a)(7), in reverse order of priority, in respect of such Class's
Subordinate Class Percentage of the Subordinate Principal Distribution Amount
for the Mortgage Pool relating to such retired Certificates, shall be
distributed as principal to the Non-AP Senior Certificates or Components (other
than any Notional Certificates) remaining outstanding pursuant to Section
5.02(a)(4), until the Class Principal Amounts or Component Principal Amounts
thereof have been reduced to zero, provided that on such Distribution Date (a)
the Aggregate Subordinate Percentage for such Distribution Date is less than
200% of the Aggregate Subordinate Percentage as of the Cut-off Date or (b) the
average outstanding principal




                                      86
<PAGE>

balance of the Mortgage Loans in any Mortgage Pool that are delinquent 60 days
or more for the last six months as a percentage of the related Group
Subordinate Amount is greater than or equal to 50%.

               (A) On each Distribution Date on which the aggregate Certificate
          Principal Amount or Component Principal Amount of the Non-AP Senior
          Certificates or Components of two or more Certificate Groups has been
          reduced to zero, any amounts distributable pursuant to this Section
          5.02(g)(i) will be allocated, as to each applicable Class of
          Subordinate Certificates, in proportion to such Class's Subordinate
          Class Percentage of the Subordinate Principal Distribution Amount for
          the Mortgage Pool relating to each such retired Certificate Group.

               (B) On each Distribution Date on which the Non-AP Senior
          Certificates or Components of two or more Certificate Groups remain
          outstanding, any amounts distributable pursuant to this Section
          5.02(g)(i) will be distributed in proportion to the aggregate
          Certificate Principal Amounts of such Certificates and the Component
          Principal Amount of such Components of each such Certificate Group.

          (2) On any Distribution Date on which any Certificate Group
     constitutes an Undercollateralized Group, all amounts otherwise
     distributable as principal on the Subordinate Certificates, in reverse
     order of priority (other than amounts necessary to pay Class AP Deferred
     Amounts or unpaid Interest Shortfalls) (or, following the Credit Support
     Depletion Date, such other amounts described in the immediately following
     sentence), will be distributed as principal to the Non-AP Senior
     Certificates or Components (other than any Notional Certificates) of such
     Undercollateralized Group pursuant to Section 5.02(4), until the aggregate
     Certificate Principal Amount of such Non-AP Senior Certificates and the
     Component Principal Amount of the Components equals the Non-AP Pool
     Balance of the related Mortgage Pool (such distribution, an
     "Undercollateralization Distribution"). In the event that any Certificate
     Group constitutes an Undercollateralized Group on any Distribution Date
     following the Credit Support Depletion Date, Undercollateralization
     Distributions will be made from any Available Distribution Amount for the
     Mortgage Pool not related to an Undercollateralized Group remaining after
     all required amounts have been distributed to the Non-AP Senior
     Certificates or Components of such other Certificate Group. In addition,
     the amount of any unpaid Interest Shortfalls with respect to an
     Undercollateralized Group on any Distribution Date (including any Interest
     Shortfalls for such Distribution Date) will be distributed to the Non-AP
     Senior Certificates or Components of such Undercollateralized Group prior
     to the payment of any Undercollateralization Distributions from amounts
     otherwise distributable as principal on the Subordinate Certificates, in
     reverse order of priority (or, following the Credit Support Depletion
     Date, as provided in the preceding sentence).

               (A) If on any Distribution Date two or more Certificate Groups
          are Undercollateralized Groups and one Certificate Group is not an
          Undercollateralized Group, the distributions described in paragraph
          (ii)(A) above



                                      87
<PAGE>

          will be made in proportion to the amount by which the aggregate
          Certificate Principal Amount of the Non-AP Senior Certificates and
          the Component Principal Amount of the Components, after giving effect
          to distributions pursuant to Sections 5.02(a) and (b) on such
          Distribution Date, of each Undercollateralized Group exceeds the
          Non-AP Pool Balance of the related Mortgage Pool for such
          Distribution Date.

     Section 5.03. Allocation of Realized Losses.

       (a) On any Distribution Date, (x) the applicable AP Percentage of the
principal portion of each Realized Loss (other than any Excess Loss) in respect
of a Mortgage Loan in Mortgage Pool 1, 3, 4, 5 and 6 will be allocated to the
related Class of Principal Only Certificates until the Class Principal Amount
thereof has been reduced to zero; and (y) the principal portion of each
Realized Loss (other than any Excess Loss) in respect of a Mortgage Loan (or
the applicable Non-AP Percentage thereof, in the case of Mortgage Pools 1, 3,
4, 5 and 6) shall be allocated in the following order of priority:

               first, to the Class B6 Certificates, until the Class Principal
          Amount thereof has been reduced to zero;

               second, to the Class B5 Certificates, until the Class Principal
          Amount thereof has been reduced to zero;

               third, to the Class B4 Certificates, until the Class Principal
          Amount thereof has been reduced to zero;

               fourth, to the Class B3 Certificates, until the Class Principal
          Amount thereof has been reduced to zero;

               fifth, to the Class B2 Certificates, until the Class Principal
          Amount thereof has been reduced to zero;

               sixth, to the Class B1 Certificates, until the Class Principal
          Amount thereof has been reduced to zero; and

               seventh, to the Classes of Senior Certificates or Components of
          the related Certificated Group, pro rata, in accordance with their
          Class Principal Amounts or Component Principal Amounts; provided,
          that any such loss allocated to any Class of Accrual Certificates
          shall be allocated (subject to Section 5.03(c)) on the basis of the
          lesser of (x) the Class Principal Amount thereof immediately prior to
          the applicable Distribution Date and (y) the Class Principal Amount
          thereof on the Closing Date (as reduced by any Realized Losses
          previously allocated thereto).

       (b) With respect to any Distribution Date, the principal portion of any
Excess Loss in respect of a Mortgage Loan (or the applicable Non-AP Percentage
thereof, in the case of Mortgage Pools 1, 3, 4, 5 and 6) shall be allocated,
pro rata, to the Subordinate Certificates and the Non-AP Senior Certificates
(or Component thereof) of the related Certificate Group and on the basis of the
Apportioned Principal Balances of the Classes of Subordinate Certificates and




                                      88
<PAGE>

Class Principal Amounts (or Component Principal Amounts) of the Senior
Certificates; provided, that any such loss allocated to any Class of Accrual
Certificates (and any Accrual Component) shall be allocated (subject to Section
5.03(c)) on the basis of the lesser of (x) the Class Principal Amount thereof
immediately prior to the applicable Distribution Date and (y) the Class
Principal Amount thereof on the Closing Date (as reduced by any Realized Losses
previously allocated thereto). The applicable AP Percentage of the principal
portion of an Excess Loss in a Mortgage Pool will be applied to the related
Class of Principal Only Certificates until the Class Principal Amount thereof
has been reduced to zero.

       (c) Any Realized Losses allocated to a Class of Certificates pursuant to
Section 5.03(a) or (b) shall be allocated among the Certificates of such Class
in proportion to their respective Certificate Principal Amounts. Any allocation
of Realized Losses pursuant to this paragraph (c) shall be accomplished by
reducing the Certificate Principal Amount of the related Certificates on the
related Distribution Date in accordance with Section 5.03(d).

       (d) Realized Losses allocated in accordance with this Section 5.03 shall
be allocated on the Distribution Date in the month following the month in which
such loss was incurred and, in the case of the principal portion thereof, after
giving effect to distributions made on such Distribution Date, except that the
aggregate amount of Realized Losses to be allocated to the Principal Only
Certificates on such Distribution Date will be taken into account in
determining distributions in respect of any related Class AP Deferred Amount
for such date.

       (e) On each Distribution Date, the Subordinate Certificate Writedown
Amount for such date shall effect a corresponding reduction in the Certificate
Principal Amount of the lowest ranking Class of outstanding Subordinate
Certificates, which reduction shall occur on such Distribution Date after
giving effect to distributions made on such Distribution Date.

       (f) In the event that there is a recovery of an amount in respect of
principal of a Mortgage Loan, which amount had previously been allocated as a
Realized Loss to one or more Classes of Certificates, each outstanding Class to
which any portion of such Realized Loss had previously been allocated shall be
entitled to receive, on the Distribution Date in the month following the month
in which such recovery is received, its pro rata share (based on the Class
Principal Amount thereof) of such recovery, up to the amount of the portion of
such Realized Loss previously allocated to such Class. In the event that the
total amount of such recovery exceeds the amount of Realized Loss allocated to
the outstanding Classes in accordance with the preceding provisions, each
outstanding Class of Certificates shall be entitled to receive its pro rata
share of the amount of such excess, up to the amount of any unrecovered
Realized Loss previously allocated to such Class. Any such recovery allocated
to a Class of Certificates shall not further reduce the Certificate Principal
Amount of such Certificate. Any such amounts not otherwise allocated to any
Class of Certificates, pursuant to this subsection shall be treated as
Principal Prepayments for purposes of this Agreement.

     Section 5.04. Advances by Master Servicer and the Securities
Administrator.

     (a) Advances shall be made in respect of each Master Servicer Remittance
Date as provided herein. If, on any Determination Date, the Master Servicer
determines that any Scheduled Payments due during the related Due Period (other
than Balloon Payments) have not



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been received, the Master Servicer shall, or cause the applicable Servicer to,
advance such amount, less an amount, if any, to be set forth in an Officer's
Certificate to be delivered to the Trustee on such Determination Date, which if
advanced the Master Servicer or the applicable Servicer has determined would
not be recoverable from amounts received with respect to such Mortgage Loan,
including late payments, Liquidation Proceeds, Insurance Proceeds or otherwise.
If the Master Servicer determines that an Advance is required, it shall on the
Master Servicer Remittance Date immediately following such Determination Date
either (i) remit to the Securities Administrator from its own funds (or funds
advanced by the applicable Servicer) for deposit in the Securities
Administrator Account immediately available funds in an amount equal to such
Advance, (ii) cause to be made an appropriate entry in the records of the
Collection Account that funds in such account being held for future
distribution or withdrawal have been, as permitted by this Section 5.04, used
by the Master Servicer to make such Advance, and remit such immediately
available funds to the Securities Administrator for deposit in the Securities
Administrator Account or (iii) make Advances in the form of any combination of
clauses (i) and (ii) aggregating the amount of such Advance. Any funds being
held in the Collection Account for future distribution to Certificateholders
and so used shall be replaced by the Master Servicer from its own funds by
remittance to the Securities Administrator for deposit in the Securities
Administrator Account on or before any future Master Servicer Remittance Date
to the extent that funds in the Securities Administrator Account on such Master
Servicer Remittance Date shall be less than payments to Certificateholders
required to be made on the related Distribution Date. The Master Servicer and
each Servicer shall be entitled to be reimbursed from the Collection Account
for all Advances made by it as provided in Section 4.02.

       (b) In the event that the Master Servicer fails for any reason to make an
Advance required to be made pursuant to this Section 5.04, the Securities
Administrator, as successor Master Servicer pursuant to Section 6.14, shall, on
or before the related Distribution Date, deposit in the Certificate Account an
amount equal to the excess of (a) Advances required to be made by the Master
Servicer that would have been deposited in such Certificate Account over (b)
the amount of any Advance made by the Master Servicer and Servicers with
respect to such Distribution Date; provided, however, that the Securities
Administrator shall be required to make such Advance only if it is not
prohibited by law from doing so and it has determined that such Advance would
be recoverable from amounts to be received with respect to such Mortgage Loan,
including late payments, Liquidation Proceeds, Insurance Proceeds, or
otherwise. The Securities Administrator shall be entitled to be reimbursed from
the Securities Administrator Account for Advances made by it pursuant to this
Section 5.04 as if it were the Master Servicer.



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     Section 5.05. Compensating Interest Payments.The amount of the Master
Servicing Fee payable to the Master Servicer in respect of any Distribution
Date shall be reduced by the amount of any Compensating Interest Payment for
such Distribution Date, but only to the extent such Compensating Interest
Payment is not actually made by a Servicer on the applicable Remittance Date.
Such amount shall not be treated as an Advance and shall not be reimbursable to
the Master Servicer.

     Section 5.06. Distributions of Principal on Redemption Certificates.

       (a) Except as provided in subclauses (d) and (f) below, on each
Distribution Date on which distributions in reduction of the Class Principal
Amount of a Class of Redemption Certificates are made, such distributions will
be made in the following order of priority:

               (1) any request by the personal representative of a Deceased
          Holder or by a surviving tenant by the entirety, by a surviving joint
          tenant or by a surviving tenant in common or other Person empowered
          to act on behalf of such Deceased Holder upon his or her death, in an
          amount up to but not exceeding $100,000 per request; and

               (2) any request by a Living Holder, in an amount up to but not
          exceeding $10,000 per request.

     Thereafter, distributions will be made as provided in clauses (i) and (ii)
above up to a second $100,000 and $10,000 per request, respectively. This
sequence of priorities will be repeated for each request for principal
distributions made by the Certificate Owners of a Class of Redemption
Certificates until all such requests have been honored.

     Requests for distributions in reduction of the Certificate Principal
Amounts of Redemption Certificates presented on behalf of Deceased Holders in
accordance with the provisions of clause (i) above will be accepted in the
order of their receipt by the Clearing Agency. Requests for distributions in
reduction of the Certificate Principal Amounts of Redemption Certificates
presented in accordance with the provisions of clause (ii) above will be
accepted in the order of priority established by the random lot procedures of
the Clearing Agency after all requests with respect to such Class presented in
accordance with clause (i) have been honored. All requests for distributions in
reduction of the Class Principal Amount of a Class of Redemption Certificates
with respect to any Distribution Date shall be made in accordance with Section
5.06(c) below and must be received by the Clearing Agency and forwarded to, and
received by, the Trustee no later than the close of business on the related
Record Date. Requests for distributions that are received by the Clearing
Agency and forwarded to the Trustee after the related Record Date and requests,
in either case, for distributions timely received but not accepted with respect
to any Distribution Date, will be treated as requests for distributions in
reduction of the Class Principal Amount of the applicable Class of Redemption
Certificates on the next succeeding Distribution Date, and each succeeding
Distribution Date thereafter, until each such request is accepted or is
withdrawn as provided in Section 5.06(c). Such requests as are not so withdrawn
shall retain their order of priority without the need for any further action on
the part of the appropriate Certificate Owner of the related Redemption
Certificate, all in accordance with the procedures of the Clearing Agency and
the Trustee. Upon the transfer of beneficial ownership of any Redemption
Certificate, any distribution request previously




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submitted with respect to such Certificate will be deemed to have been
withdrawn only upon the receipt by the Trustee of notification of such
withdrawal using a form required by the Clearing Agency.

     Distributions in reduction of the Certificate Principal Amounts of
Redemption Certificates will be applied, in the aggregate, to such Certificates
in an amount equal to the portion of the Available Distribution Amount
distributable to the Redemption Certificates pursuant to Section 5.02(a)(4),
plus any amounts available for distribution from the applicable Rounding
Account pursuant to Section 5.06(e), provided that the aggregate distribution
in reduction of the Class Principal Amount of any Class of Redemption
Certificates on any Distribution Date is made in an integral multiple of
$1,000.

       (b) A "Deceased Holder" is a Certificate Owner of a Redemption
Certificate who was living at the time such interest was acquired and whose
authorized personal representative, surviving tenant by the entirety, surviving
joint tenant or surviving tenant in common or other Person empowered to act on
behalf of such Certificate Owner upon his or her death, causes to be furnished
to the Trustee a certified copy of the death certificate of such Certificate
Owner and any additional evidence of death required by and satisfactory to the
Trustee and any tax waivers requested by the Trustee. Redemption Certificates
beneficially owned by tenants by the entirety, joint tenants or tenants in
common will be considered to be beneficially owned by a single owner. The death
of a tenant by the entirety, joint tenant or tenant in common will be deemed to
be the death of the Certificate Owner, and any Redemption Certificates so
beneficially owned will be eligible for priority with respect to distributions
in reduction of the Class Principal Amount of such Class of Redemption
Certificates, subject to the limitations stated above. Redemption Certificates
beneficially owned by a trust will be considered to be beneficially owned by
each beneficiary of the trust to the extent of such beneficiary's beneficial
interest therein, but in no event will a trust's beneficiaries collectively be
deemed to be Certificate Owners of a number of Individual Redemption
Certificates greater than the number of Individual Redemption Certificates of
which such trust is the beneficial owner. The death of a beneficiary of a trust
will be deemed to be the death of a Certificate Owner of the Redemption
Certificates beneficially owned by the trust to the extent of such
beneficiary's beneficial interest in such trust. The death of an individual who
was a tenant by the entirety, joint tenant or tenant in common in a tenancy
that is the beneficiary of a trust will be deemed to be the death of the
beneficiary of the trust. The death of a person who, during his or her
lifetime, was entitled to substantially all of the beneficial ownership
interests in Redemption Certificates will be deemed to be the death of the
Certificate Owner of such Redemption Certificates regardless of the
registration of ownership of such Redemption Certificates, if such beneficial
interest can be established to the satisfaction of the Trustee. Such beneficial
interest will be deemed to exist in typical cases of street name or nominee
ownership, ownership by a trustee, ownership under the Uniform Gifts to Minors
Act and community property or other joint ownership arrangements between a
husband and wife. Beneficial interests shall include the power to sell,
transfer or otherwise dispose of a Redemption Certificate and the right to
receive the proceeds therefrom, as well as interest and distributions in
reduction of the Certificate Principal Amounts of the Redemption Certificates
payable with respect thereto. The Trustee shall not be under any duty to
determine independently (a) the occurrence of the death of any deceased
Certificate Owner or (b) whether an individual is the personal representative
of a Deceased Holder, or the surviving tenant by the entirety, or the surviving
joint tenant, or the



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surviving tenant in common, or is otherwise the Person empowered to act on
behalf of such Deceased Holder (a "Representative"). The Trustee shall be
entitled to rely on a certificate executed by the Representative indicating the
nature of such Representative's authority on behalf of the Deceased Holder. The
Trustee may rely entirely upon documentation delivered to it pursuant to this
Section 5.06 in establishing the eligibility of any Certificate Owner to
receive the priority accorded Deceased Holders in this Section 5.06(b), and
shall have no liability if it makes such determination in accordance with such
documentation.

       (c) Requests for distributions in reduction of the Certificate Principal
Amount of a Redemption Certificate must be made by delivering a written request
therefor to the Clearing Agency Participant or Financial Intermediary that
maintains the account evidencing the Certificate Owner's interest in such
Redemption Certificate. Such Clearing Agency Participant or Financial
Intermediary should in turn make the request of the Clearing Agency (or, in the
case of an Financial Intermediary, such Financial Intermediary should notify
the related Clearing Agency Participant of such request, which Clearing Agency
Participant should make the request of the Clearing Agency) on a form required
by the Clearing Agency and provided to the Clearing Agency Participant. Upon
receipt of such request, the Clearing Agency will date and time stamp such
request and forward such request to the Trustee. The Clearing Agency may
establish such procedures as it deems fair and equitable to establish the order
of receipt of requests for such distributions received by it on the same day.
The Trustee shall not be liable for any delay in delivery of requests for
distributions or withdrawals of such requests by the Clearing Agency, a
Clearing Agency Participant or any Financial Intermediary.

     In the event that any requests for distributions in reduction of the
Certificate Principal Amount of Redemption Certificates are rejected by the
Trustee for failure to comply with the requirements of this Section 5.06, the
Trustee shall return such requests to the appropriate Clearing Agency
Participant with a copy to the Clearing Agency with an explanation as to the
reason for such rejection.

     The Trustee shall maintain a list of those Clearing Agency Participants
representing the Certificate Owners of Redemption Certificates that have
submitted requests for distributions in reduction of the Certificate Principal
Amount of such Redemption Certificates, together with the order of receipt and
the amounts of such requests. The Trustee shall notify the Clearing Agency, the
Securities Administrator and the appropriate Clearing Agency Participants as to
which requests should be honored on each Distribution Date. Requests shall be
honored by the Clearing Agency in accordance with the procedures, and subject
to the priorities and limitations, described in this Section 5.06. The exact
procedures to be followed by the Trustee and the Clearing Agency for purposes
of determining such priorities and limitations shall be those established from
time to time by the Trustee or the Clearing Agency, as the case may be. The
decisions of the Trustee and the Clearing Agency concerning such matters shall
be final and binding on all affected Persons.

     Payments in reduction of the Certificate Principal Amounts of Redemption
Certificates shall be made on the applicable Distribution Date and the
Certificate Principal Amounts as to which such payments are made shall cease to
bear interest after the last day of the month preceding the month in which such
Distribution Date occurs.



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<PAGE>

     Any Certificate Owner of a Redemption Certificate that has requested a
distribution may withdraw its request by so notifying in writing the Clearing
Agency Participant or Financial Intermediary that maintains such Certificate
Owner's account. In the event that such account is maintained by a Financial
Intermediary, such Financial Intermediary should notify the related Clearing
Agency Participant which in turn should forward the withdrawal of such request,
on a form required by the Clearing Agency, to the Trustee which will notify the
Securities Administrator of such request. If such notice of withdrawal of a
request for distribution has not been received by the Clearing Agency and
forwarded to the Trustee on or before the Record Date for the next Distribution
Date, the previously made request for distribution will be irrevocable with
respect to the making of distributions in reduction of the Certificate
Principal Amount of such Redemption Certificate on such Distribution Date.

       (d) To the extent, if any, that amounts available for distribution in
reduction of the Class Principal Amount of any Class of Redemption Certificates
on a Distribution Date exceed the dollar amount of requests for distributions
with respect to such Class that have been received by the related Record Date,
as provided in Section 5.06(c) above, distributions in reduction of the Class
Principal Amount of such Class of Redemption Certificates will be made by
mandatory distributions in reduction thereof. The Trustee shall notify the
Clearing Agency and the Securities Administrator of the aggregate amount of the
mandatory distribution in reduction of the Class Principal Amount of such Class
of Redemption Certificates to be made on the next Distribution Date. The
Clearing Agency shall then allocate such aggregate amount among its Clearing
Agency Participants on a random lot basis. Each Clearing Agency Participant
and, in turn, each Financial Intermediary, will then select, in accordance with
its own procedures, Individual Redemption Certificates from among those held in
its accounts to receive mandatory distributions in reduction of the Class
Principal Amount of such Class of Redemption Certificates, such that the total
amount so selected is equal to the aggregate amount of such mandatory
distributions allocated to such Clearing Agency Participant by the Clearing
Agency and to such Financial Intermediary by its related Clearing Agency
Participant, as the case may be. Clearing Agency Participants and Financial
Intermediaries that hold Redemption Certificates selected for mandatory
distributions in reduction of the Class Principal Amount thereof should provide
notice of such mandatory distributions to the affected Certificate Owners.

     (e) On the Closing Date, a Rounding Account shall be established with the
Trustee for each Class of Redemption Certificates, and Lehman Brothers Inc.
shall cause to be initially deposited the sum of $999.99 in each Rounding
Account. On each Distribution Date on which a distribution is made in reduction
of the Class Principal Amount of a Class of Redemption Certificates, funds on
deposit in the applicable Rounding Account shall be, to the extent needed,
withdrawn by the Trustee and applied to round upward to an integral multiple of
$1,000 the aggregate distribution in reduction of the Class Principal Amount to
be made on such Redemption Certificates. Rounding of such distribution on such
Redemption Certificates shall be accomplished, on the first such Distribution
Date, by withdrawing from the applicable Rounding Account the amount of funds,
if any, needed to round the amount otherwise available for such distribution in
reduction of the Class Principal Amount of such Class of Redemption Certificates
upward to the next integral multiple of $1,000. On each succeeding Distribution
Date on which distributions in reduction of the Class Principal Amount of such
Class of Redemption Certificates are to be made, the aggregate amount of such
distributions allocable to such Class of Redemption Certificates shall be
applied first to repay any funds withdrawn from



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the applicable Rounding Account and not previously repaid, and then the
remainder of such allocable amount, if any, shall be similarly rounded upward
and applied as distributions in reduction of the Class Principal Amount of such
Class of Redemption Certificates; this process shall continue on succeeding
Distribution Dates until the Class Principal Amount of such Class of Redemption
Certificates has been reduced to zero. Each Rounding Account shall be an
"outside reserve fund" under the REMIC Provisions that is beneficially owned for
all federal income tax purposes by Lehman Brothers Inc. Lehman Brothers Inc.
will report all income, gain, deduction or loss with respect thereto. The
Trustee, upon the written instructions of the Depositor, may invest, or cause to
be invested funds in and Rounding Account in Eligible Investments (which may be
obligations of the Trustee). The Trustee shall distribute interest earnings, if
any, on amounts held in any Rounding Account as such interest is earned pursuant
to written instructions from Lehman Brothers Inc. to the Trustee. In no event
shall the Trustee be liable for investment losses resulting from investment of
funds in the Rounding Accounts made in accordance with the instructions of the
Depositor.

     Notwithstanding anything herein to the contrary, on the Distribution Date
on which distributions in reduction of the Class Principal Amount of any Class
of Redemption Certificates will reduce the Class Principal Amount thereof to
zero or in the event that distributions in reduction of the Class Principal
Amount of such Class of Redemption Certificates are made in accordance with the
provisions set forth in Section 5.06(f), an amount equal to the difference
between $999.99 and the sum then held in the applicable Rounding Account shall
be paid from the Available Distribution Amount for such Distribution Date to
such Rounding Account. Any funds then on deposit in such Rounding Account shall
be distributed to Lehman Brothers Inc.

       (f) Notwithstanding any provisions herein to the contrary, on each
Distribution Date following the first Distribution Date on or after the Credit
Support Depletion Date, all distributions in reduction of the Class Principal
Amount of any Class of Redemption Certificates will be made among the Holders
of such Class of Certificates, pro rata, based on their Certificate Principal
Amounts, and will not be made in integral multiples of $1,000 or pursuant to
requested distributions or mandatory distributions by random lot.

       (g) In the event that Definitive Certificates representing any Class of
Redemption Certificates are issued pursuant to Section 3.09(c), all requests
for distributions or withdrawals of such requests relating to such Class must
be submitted to the Trustee, and the Trustee shall perform the functions
described in Section 5.06(a) through (c) using its own procedures, which
procedures shall, to the extent practicable, be consistent with the procedures
described in Section 5.06(a) through (c).

     Section 5.07. The Certificate Insurance Policies.

       (a) If, on the second Business Day before any Distribution Date, the
Securities Administrator determines that an Insured Payment is required to be
made by the Certificate Insurer under either Certificate Insurance Policy on
such Distribution Date, the Securities Administrator shall determine the amount
of any such Insured Payment and shall give written notice to the Trustee and
the Trustee shall give notice to the Certificate Insurer by completing a Notice
of Nonpayment in the form of Exhibit A to the related Certificate Insurance
Policy and submitting such Notice of Nonpayment by 12:00 noon, New York City
time on such



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<PAGE>

second Business Day as a claim for an Insured Payment. The Securities
Administrator's responsibility for providing notice to the Trustee and the
Trustee's responsibility for delivering a Notice of Nonpayment to the
Certificate Insurer, as provided in the preceding sentence, is limited to the
availability, timeliness and accuracy of the information provided by the Master
Servicer.

       (b) In the event the Trustee receives a certified copy of an order of the
appropriate court that any scheduled payment of principal or interest on a
Class A4 Certificate or a Class 3-A5 Certificate has been voided in whole or in
part as a preference payment under applicable bankruptcy law, the Trustee shall
promptly notify in writing the Securities Administrator and the Certificate
Insurer, as appropriate, and the Fiscal Agent, if any, and the Trustee shall
comply with the provisions of the Class A4 Certificate Insurance Policy or the
Class 3-A5 Certificate Insurance Policy, as applicable, to obtain payment by
the Certificate Insurer of such voided scheduled payment. In addition, the
Trustee shall mail notice to all Holders of the Class A4 Certificates the Class
3-A5 Certificates, as applicable, so affected that, in the event that any such
Holder's scheduled payment is so recovered, such Holder will be entitled to
payment pursuant to the terms of the related Certificate Insurance Policy, a
copy of which shall be made available to such Holders by the Trustee. The
Trustee shall furnish to the Certificate Insurer and the appropriate Fiscal
Agent, if any, its records listing the payments on the affected Class A4
Certificates or Class 3-A5 Certificates, if any, that have been made by the
Trustee and subsequently recovered from the affected Holders, and the dates on
which such payments were made by the Trustee.

       (c) At the time of the execution hereof, and for the purposes hereof,
the Trustee shall establish separate special purpose trust accounts, one in the
name of the Trustee for the benefit of Holders of the Class A4 Certificates
(the "Class A4 Policy Payments Account") and one in the name of the Trustee for
the benefit of the Holders of the Class 3-A5 Certificates (the "Class 3-A5
Policy Payment Account") over which the Trustee shall have exclusive control
and sole right of withdrawal. The Class A4 Policy Payments Account and the
Class 3-A5 Policy Payments Account shall each be an Eligible Account. The
Trustee shall deposit any amount paid under the Class A4 Certificate Insurance
Policy into the Class A4 Policy Payments Account and distribute such amount
only for the purposes of making payments to Holders of the Class A4
Certificates in respect of the Class A4 Guaranteed Distributions (or other
amounts payable pursuant to paragraph (b) above on the Class A4 Certificates by
the Certificate Insurer pursuant to the Class A4 Certificate Insurance Policy)
for which the related claim was made under the Class A4 Certificate Insurance
Policy. The Trustee shall deposit any amount paid under the Class 3-A5
Certificate Insurance Policy into the Class 3-A5 Policy Payments Account and
distribute such amount only for the purposes of making payments to Holders of
the Class 3-A5 Certificates in respect of the Class 3-A5 Guaranteed
Distributions (or other amounts payable pursuant to paragraph (b) above on the
Class 3-A5 Certificates by the Certificate Insurer pursuant to the Class 3-A5
Certificate Insurance Policy) for which the related claim was made under the
Class 3-A5 Certificate Insurance Policy. Such amounts shall be allocated by the
Trustee to Holders of Class A4 Certificates or Class 3-A5 Certificates affected
by such shortfalls in the same manner as principal and interest distributions
are to be allocated with respect to such Certificates pursuant to Section 5.02.
It shall not be necessary for such payments to be made by checks or wire
transfers separate from the checks or wire transfers used to make regular
payments hereunder with funds withdrawn from the Certificate Account. However,
any payments made on the Class A4 Certificates from funds in the Class A4
Policy Payments



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<PAGE>

Account or on the Class 3-A5 Certificates from funds in the Class 3-A5 Policy
Payments Account shall be noted as provided in subsection (e) below. Funds held
in the Class A4 Policy Payments Account and the Class 3-A5 Policy Payments
Account shall not be invested by the Trustee.

       (d) Any funds received from the Certificate Insurer for deposit into the
Class A4 Policy Payments Account pursuant to the Class A4 Certificate Insurance
Policy in respect of a Distribution Date or otherwise as a result of any claim
under such Class A4 Certificate Insurance Policy shall be applied by the
Trustee directly to the payment in full (i) of the Insured Payments due on such
Distribution Date on the Class A4 Certificates, or (ii) of other amounts to
which payments under the Class A4 Certificate Insurance Policy are to be
applied. Funds received by the Trustee as a result of any claim under the Class
A4 Certificate Insurance Policy shall be used solely for payment to the Holders
of the Class A4 Certificates and may not be applied for any other purpose,
including, without limitation, satisfaction of any costs, expenses or
liabilities of the Trustee or the Trust Fund. Any funds remaining in the
Class-A4 Policy Payments Account on the first Business Day after each
Distribution Date shall be remitted promptly to the Certificate Insurer
pursuant to the written instruction of the Certificate Insurer. Any funds
received from the Certificate Insurer for deposit into the Class 3-A5 Policy
Payments Account pursuant to the Class 3-A5 Certificate Insurance Policy in
respect of a Distribution Date or otherwise as a result of any claim under such
Class 3-A5 Certificate Insurance Policy shall be applied by the Trustee
directly to the payment in full (i) of the Insured Payments due on such
Distribution Date on the Class 3-A5 Certificates, or (ii) of other amounts to
which payments under the Class 3-A5 Certificate Insurance Policy are to be
applied. Funds received by the Trustee as a result of any claim under the Class
3-A5 Certificate Insurance Policy shall be used solely for payment to the
Holders of the Class 3-A5 Certificates and may not be applied for any other
purpose, including, without limitation, satisfaction of any costs, expenses or
liabilities of the Trustee or the Trust Fund. Any funds remaining in the Class
3-A5 Policy Payments Account on the first Business Day after each Distribution
Date shall be remitted promptly to the Certificate Insurer pursuant to the
written instruction of the Certificate Insurer.

       (e) Each of the Trustee and the Securities Administrator shall keep
complete and accurate records in respect of (i) all funds remitted to the
Trustee by the Certificate Insurer and deposited into the Class A4 Policy
Payments Account and the Class 3-A5 Policy Payments Account and (ii) the
allocation of such funds to (A) payments of interest on and principal in
respect of any Class A4 and Class 3-A5 Certificates, (B) Realized Losses
allocated to the Class A4 and Class 3-A5 Certificates, (C) Net Prepayment
Interest Shortfalls and Relief Act Reductions allocated to the Class A4 and
Class 3-A5 Certificates, and (D) payments in respect of Preference Amounts to
the Class A4 and Class 3-A5 Certificates. The Certificate Insurer shall have
the right to inspect such records at reasonable times during normal business
hours upon three Business Days' prior notice to the Trustee. Any Insured
Payments disbursed by the Trustee from proceeds of the Class A4 Certificate
Insurance Policy or the Class 3-A5 Certificate Insurance Policy shall be
considered payment by the Certificate Insurer and not by the Trust Fund with
respect to the Class A4 Certificates or the Class 3-A5 Certificates, as
applicable, and the Certificate Insurer will be entitled to receive the related
Reimbursement Amount pursuant to Section 5.02(a)(6).



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       (f) The Trustee acknowledges, and each Holder of a Class A4 Certificate
or a Class 3-A5 Certificate by its acceptance of such Certificate agrees, that,
without the need for any further action on the part of the Certificate Insurer
or the Trustee, to the extent the Certificate Insurer makes Insured Payments,
directly or indirectly, on account of principal of or interest on any Class A4
Certificates or Class 3-A5 Certificates, as applicable, the Certificate Insurer
will be fully subrogated to the rights of the Holders of such Class A4
Certificates or such Class 3-A5 Certificates, as applicable, to receive the
related Reimbursement Amount pursuant to Section 5.02(a)(6). The Class A4
Certificateholders, by acceptance of the Class A4 Certificates, assign their
rights as Holders of the Class A4 Certificates to the extent of the Certificate
Insurer's interest with respect to amounts paid under the Class A4 Certificate
Insurance Policy. The Class 3-A5 Certificateholders, by acceptance of the Class
3-A5 Certificates, assign their rights as Holders of the Class 3-A5
Certificates to the extent of the Certificate Insurer's interest with respect
to amounts paid under the Class 3-A5 Certificate Insurance Policy. Each of the
Depositor and Trustee agrees to such subrogation and, further agrees to execute
such instruments and to take such actions as, in the sole judgment of the
Certificate Insurer are necessary to evidence such subrogation and, subject to
the priority of payment provisions of this Agreement, to perfect the rights of
the Certificate Insurer to receive any moneys paid or payable in respect of the
Class A4 and Class 3-A5 Certificates under this Agreement or otherwise.
Anything herein to the contrary notwithstanding, solely for purposes of
determining the Certificate Insurer's rights as subrogee for payments
distributable pursuant to Section 5.02, any payment with respect to
distributions to the Class A4 Certificates or Class 3-A5 Certificates that is
made with funds received pursuant to the terms of the related Certificate
Insurance Policy shall not be considered payment of the Class A4 Certificates
or Class 3-A5 Certificates, as applicable from the Trust Fund and shall not
result in the distribution or the provision for the distribution in reduction
of the Class Principal Amount of the Class A4 Certificates or Class 3-A5
Certificates, as applicable or Accrued Certificate Interest thereon, within the
meaning of Article V.

       (g) Upon its becoming aware of the occurrence of an Event of Default,
the Trustee shall promptly notify the Certificate Insurer of such Event of
Default.

       (h) The Trustee shall promptly notify the Securities Administrator and
the Certificate Insurer of either of the following as to which it has actual
knowledge: (A) the commencement of any proceeding by or against the Depositor
commenced under the United States bankruptcy code or any other applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law (an
"Insolvency Proceeding") and (B) the making of any claim in connection with any
Insolvency Proceeding seeking the avoidance as a preferential transfer (a
"Preference Claim") of any distribution made with respect to the Class A4
Certificates or the Class 3-A5 Certificates. Each Holder of a Class A4
Certificate or a Class 3-A5 Certificate, by its purchase of such Certificates,
and the Trustee hereby agree that the Certificate Insurer (so long as no the
Certificate Insurer Default exists) may at any time during the continuation of
any proceeding relating to a Preference Claim direct all matters relating to
such Preference Claim, including, without limitation, (i) the direction of any
appeal of any order relating to any Preference Claim and (ii) the posting of
any surety, supersedeas or performance bond pending any such appeal. In
addition and without limitation of the foregoing, the Certificate Insurer shall
be subrogated to the rights of the Trustee and each Holder of a Class A4
Certificate or a Class 3-A5 Certificate in the conduct of any Preference Claim,
including, without limitation, all rights of



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any party to an adversary proceeding action with respect to any court order
issued in connection with any such Preference Claim.

       (i) The Trustee shall surrender the Class A4 Certificate Insurance
Policy and the Class 3-A5 Certificate Insurance Policy to the Certificate
Insurer for cancellation upon the termination of the Trust Fund pursuant to
Section 7.01 hereof.

                                  ARTICLE VI

            CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR;
                                EVENTS OF DEFAULT

     Section 6.01. Duties of Trustee and Securities Administrator.

       (a) The Trustee, except during the continuance of an Event of Default
(of which a Responsible Officer of the Trustee shall have actual knowledge),
and the Securities Administrator undertakes to perform such duties and only
such duties as are specifically set forth in this Agreement. Any permissive
right of the Trustee or the Securities Administrator provided for in this
Agreement shall not be construed as a duty of the Trustee or the Securities
Administrator. If an Event of Default (of which a Responsible Officer of the
Trustee or the Securities Administrator shall have actual knowledge) has
occurred and has not otherwise been cured or waived, the Trustee or the
Securities Administrator shall exercise such of the rights and powers vested in
it by this Agreement and use the same degree of care and skill in their
exercise as a prudent Person would exercise or use under the circumstances in
the conduct of such Person's own affairs unless the Trustee or the Securities
Administrator is acting as Master Servicer, in which case it shall use the same
degree of care and skill as the Master Servicer hereunder.

      (b) Each of the Trustee and the Securities Administrator, upon receipt
of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Securities
Administrator which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they are
in the form required by this Agreement; provided, however, that neither the
Trustee nor the Securities Administrator shall be responsible for the accuracy
or content of any such resolution, certificate, statement, opinion, report,
document, order or other instrument furnished by the Master Servicer, to the
Trustee or the Securities Administrator, as applicable, pursuant to this
Agreement, and neither the Trustee nor the Securities Administrator shall be
required to recalculate or verify any numerical information furnished to the
Trustee or the Securities Administrator pursuant to this Agreement.

       (c) Neither the Trustee nor the Securities Administrator shall have any
liability arising out of or in connection with this Agreement, except for its
negligence or willful misconduct. No provision of this Agreement shall be
construed to relieve the Trustee or the Securities Administrator from liability
for its own negligent action, its own negligent failure to act or its own
willful misconduct; provided, however, that:



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               (1) Neither the Trustee nor the Securities Administrator shall
          be personally liable with respect to any action taken, suffered or
          omitted to be taken by it in good faith in accordance with the
          consent or direction of Holders of Certificates as provided in
          Section 6.19 hereof;

               (2) For all purposes under this Agreement, the Trustee shall not
          be deemed to have notice of any Event of Default (other than
          resulting from a failure by the Master Servicer (i) to remit funds
          (or to make Advances) or (ii) to furnish information to the Trustee
          when required to do so) unless a Responsible Officer of the Trustee
          has actual knowledge thereof or unless written notice of any event
          which is in fact such a default is received by the Trustee at the
          Corporate Trust Office, and such notice references the Holders of the
          Certificates and this Agreement;

               (3) For all purposes under this Agreement, the Securities
          Administrator shall not be deemed to have notice of any Event of
          Default (other than resulting from a failure by the Master Servicer
          to furnish information to the Securities Administrator when required
          to do so) unless a Responsible Officer of the Securities
          Administrator has actual knowledge thereof or unless written notice
          of any event which is in fact such a default is received by the
          Securities Administrator at the address provided in Section 11.07,
          and such notice references the Holders of the Certificates and this
          Agreement; and

               (4) No provision of this Agreement shall require the Trustee or
          the Securities Administrator to expend or risk its own funds or
          otherwise incur any financial liability in the performance of any of
          its duties hereunder, or in the exercise of any of its rights or
          powers, if it shall have reasonable grounds for believing that
          repayment of such funds or adequate indemnity against such risk or
          liability is not reasonably assured to it, and none of the provisions
          contained in this Agreement shall in any event require the Trustee or
          the Securities Administrator to perform, or be responsible for the
          manner of performance of, any of the obligations of the Master
          Servicer under this Agreement except, with respect to the Securities
          Administrator, during such time, if any, as the Securities
          Administrator shall be the successor to, and be vested with the
          rights, duties, powers and privileges of, the Master Servicer in
          accordance with the terms of this Agreement.

       (d) The Trustee shall have no duty hereunder with respect to any
complaint, claim, demand, notice or other document it may receive or which may
be alleged to have been delivered to or served upon it by the parties as a
consequence of the assignment of any Mortgage Loan hereunder; provided,
however, that the Trustee shall use its best efforts to remit to the Master
Servicer upon receipt any such complaint, claim, demand, notice or other
document (i) which is delivered to the Corporate Trust Office of the Trustee,
(ii) of which a Responsible Officer has actual knowledge, and (iii) which
contains information sufficient to permit the Trustee to make a determination
that the real property to which such document relates is a Mortgaged Property.

       (e) Neither the Trustee nor the Securities Administrator shall be
personally liable with respect to any action taken, suffered or omitted to be
taken by it in good faith in accordance with the direction of
Certificateholders of any Class holding Certificates which evidence, as to such
Class, Percentage Interests aggregating not less than 25% as to the time,




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method and place of conducting any proceeding for any remedy available to the
Trustee or the Securities Administrator, as applicable, or exercising any trust
or power conferred upon the Trustee or the Securities Administrator, as
applicable, under this Agreement.

       (f) The Trustee shall not be held liable by reason of any insufficiency
in any account (including without limitation the Collection Account and the
Securities Administrator Account) held by or on behalf of the Trustee resulting
from any investment loss on any Eligible Investment included therein (except to
the extent that the Trustee is the obligor and has defaulted thereon).

       (g) Except as otherwise provided herein, neither the Securities
Administrator nor the Trustee shall have any duty (A) to see to any recording,
filing, or depositing of this Agreement or any agreement referred to herein or
any financing statement or continuation statement evidencing a security
interest, or to see to the maintenance of any such recording or filing or
depositing or to any re-recording, re-filing or re-depositing of any thereof,
(B) to see to any insurance, (C) to see to the payment or discharge of any tax,
assessment, or other governmental charge or any lien or encumbrance of any kind
owing with respect to, assessed or levied against, any part of the Trust Fund
other than from funds available in the Collection Account or the Certificate
Account, or (D) to confirm or verify the contents of any reports or
certificates of the Master Servicer delivered to the Trustee or the Securities
Administrator pursuant to this Agreement believed by the Trustee or the
Securities Administrator , as applicable, to be genuine and to have been signed
or presented by the proper party or parties.

       (h) Neither the Securities Administrator nor the Trustee shall be liable
in its individual capacity for an error of judgment made in good faith by a
Responsible Officer or other officers of the Trustee or the Securities
Administrator, as applicable, unless it shall be proved that the Trustee or the
Securities Administrator, as applicable, was negligent in ascertaining the
pertinent facts.

       (i) Notwithstanding anything in this Agreement to the contrary, neither
the Securities Administrator nor the Trustee shall be liable for special,
indirect or consequential losses or damages of any kind whatsoever (including,
but not limited to, lost profits), even if the Trustee or the Securities
Administrator, as applicable, has been advised of the likelihood of such loss
or damage and regardless of the form of action.

       (j) Neither the Securities Administrator nor the Trustee shall be
responsible for the acts or omissions of the other, it being understood that
this Agreement shall not be construed to render them agents of one another.

     Section 6.02. Certain Matters Affecting the Trustee and the Securities
Administrator. Except as otherwise provided in Section 6.01:

          (1) Each of the Trustee and the Securities Administrator may request,
     and may rely and shall be protected in acting or refraining from acting
     upon any resolution, Officer's Certificate, certificate of auditors,
     Opinion of Counsel or any other certificate, statement, instrument,
     opinion, report, notice, request, consent, order, approval, bond or




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     other paper or document believed by it to be genuine and to have been
     signed or presented by the proper party or parties;

          (2) Each of the Trustee and the Securities Administrator may consult
     with counsel and any advice of its counsel or Opinion of Counsel shall be
     full and complete authorization and protection in respect of any action
     taken or suffered or omitted by it hereunder in good faith and in
     accordance with such advice or Opinion of Counsel;

          (3) Neither the Trustee nor the Securities Administrator shall be
     personally liable for any action taken, suffered or omitted by it in good
     faith and reasonably believed by it to be authorized or within the
     discretion or rights or powers conferred upon it by this Agreement;

          (4) Unless an Event of Default shall have occurred and be continuing,
     neither the Trustee nor the Securities Administrator shall be bound to
     make any investigation into the facts or matters stated in any resolution,
     certificate, statement, instrument, opinion, report, notice, request,
     consent, order, approval, bond or other paper or document (provided the
     same appears regular on its face), unless requested in writing to do so by
     Holders of at least a majority in Class Principal Amount (or Class
     Notional Amount) of each Class of Certificates; provided, however, that,
     if the payment within a reasonable time to the Trustee or the Securities
     Administrator, as applicable, of the costs, expenses or liabilities likely
     to be incurred by it in the making of such investigation is, in the
     opinion of the Trustee or the Securities Administrator, as applicable, not
     reasonably assured to the Trustee by the security afforded to it by the
     terms of this Agreement, the Trustee or the Securities Administrator, as
     applicable, may require reasonable indemnity against such expense or
     liability or payment of such estimated expenses as a condition to
     proceeding. The reasonable expense thereof shall be paid by the Holders
     requesting such investigation;

          (5) Each of the Trustee and the Securities Administrator may execute
     any of the trusts or powers hereunder or perform any duties hereunder
     either directly or by or through agents, custodians, or attorneys, which
     agents, custodians or attorneys shall have any and all of the rights,
     powers, duties and obligations of the Trustee and the Securities
     Administrator conferred on them by such appointment provided that each of
     the Trustee and the Securities Administrator shall continue to be
     responsible for its duties and obligations hereunder to the extent
     provided herein, and provided further that neither the Trustee nor the
     Securities Administrator shall not be responsible for any misconduct or
     negligence on the part of any such agent or attorney appointed with due
     care by the Trustee or the Securities Administrator, as applicable;

          (6) Neither the Trustee nor the Securities Administrator shall be
     under any obligation to exercise any of the trusts or powers vested in it
     by this Agreement or to institute, conduct or defend any litigation
     hereunder or in relation hereto, in each case at the request, order or
     direction of any of the Certificateholders pursuant to the provisions of
     this Agreement, unless such Certificateholders shall have offered to the
     Trustee or the Securities Administrator, as applicable, reasonable
     security or indemnity against the costs, expenses and liabilities which
     may be incurred therein or thereby;



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          (7) The right of the Trustee and the Securities Administrator to
     perform any discretionary act enumerated in this Agreement shall not be
     construed as a duty, and neither the Trustee nor the Securities
     Administrator shall be answerable for other than its negligence or willful
     misconduct in the performance of such act; and

          (8) Neither the Trustee nor the Securities Administrator shall be
     required to give any bond or surety in respect of the execution of the
     Trust Fund created hereby or the powers granted hereunder.

     Section 6.03. Trustee and Securities Administrator Not Liable for
Certificates. The Trustee and the Securities Administrator make no
representations as to the validity or sufficiency of this Agreement, the Class
A4 Certificate Insurance Policy, the Class 3-A5 Certificate Insurance Policy or
of the Certificates (other than the certificate of authentication on the
Certificates) or of any Mortgage Loan, or related document save that the
Trustee and the Securities Administrator represent that, assuming due execution
and delivery by the other parties hereto, this Agreement has been duly
authorized, executed and delivered by it and constitutes its valid and binding
obligation, enforceable against it in accordance with its terms except that
such enforceability may be subject to (A) applicable bankruptcy and insolvency
laws and other similar laws affecting the enforcement of the rights of
creditors generally, and (B) general principles of equity regardless of whether
such enforcement is considered in a proceeding in equity or at law. The Trustee
and the Securities Administrator shall not be accountable for the use or
application by the Depositor of funds paid to the Depositor in consideration of
the assignment of the Mortgage Loans to the Trust Fund by the Depositor or for
the use or application of any funds deposited into the Collection Account, the
Certificate Account, any Escrow Account or any other fund or account maintained
with respect to the Certificates. The Trustee and the Securities Administrator
shall not be responsible for the legality or validity of this Agreement or the
validity, priority, perfection or sufficiency of the security for the
Certificates issued or intended to be issued hereunder. Except as otherwise
provided herein, the Trustee and the Securities Administrator shall have no
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder or to record this Agreement.

     Section 6.04. Trustee and the Securities Administrator May Own
Certificates. The Trustee, the Securities Administrator and any Affiliate or
agent of the Trustee or Securities Administrator in its individual or any other
capacity may become the owner or pledgee of Certificates and may transact
banking and trust with the other parties hereto with the same rights it would
have if it were not Trustee, Securities Administrator or such agent.

     Section 6.05. Eligibility Requirements for Trustee and Securities
Administrator. Each of the Trustee and the Securities Administrator hereunder
shall at all times be (i) an institution insured by the FDIC and (ii) a
corporation or national banking association, organized and doing business under
the laws of any State or the United States of America, authorized under such
laws to exercise corporate trust powers, having a combined capital and surplus
of not less than $50,000,000 and subject to supervision or examination by
federal or state authority. If such corporation or national banking association
publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then, for the
purposes of this Section, the combined capital and surplus of such corporation
or national




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banking association shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In case at any
time either the Trustee or the Securities Administrator shall cease to be
eligible in accordance with provisions of this Section, the Trustee or the
Securities Administrator, as applicable, shall resign immediately in the manner
and with the effect specified in Section 6.06.

     Section 6.06. Resignation and Removal of Trustee and Securities
Administrator.

       (a) Each of the Trustee and the Securities Administrator may at any time
resign and be discharged from the trust hereby created by giving written notice
thereof to the Trustee or the Securities Administrator, as applicable, the
Depositor and the Master Servicer. Upon receiving such notice of resignation,
the Depositor will promptly appoint a successor trustee or successor Securities
Administrator, as applicable, by written instrument, one copy of which
instrument shall be delivered to the resigning Trustee or resigning Securities
Administrator, as applicable, one copy to the successor trustee or successor
securities administrator, as applicable, one copy to the Master Servicer and
one copy to the Certificate Insurer. If no successor trustee or successor
Securities Administrator, as applicable, shall have been so appointed and shall
have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Trustee or resigning Securities Administrator, as
applicable, may petition any court of competent jurisdiction for the
appointment of a successor trustee.

       (b) If at any time (i) either the Trustee or the Securities Administrator
shall cease to be eligible in accordance with the provisions of Section 6.05
and shall fail to resign after written request therefor by the Depositor, (ii)
the Trustee or the Securities Administrator shall become incapable of acting,
or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or
the Securities Administrator or of either of their property shall be appointed,
or any public officer shall take charge or control of the Trustee or the
Securities Administrator or of either of their property or affairs for the
purpose of rehabilitation, conservation or liquidation, (iii) a tax is imposed
or threatened with respect to the Trust Fund by any state in which the Trustee
or the Trust Fund held by the Trustee is located, or (iv) the continued use of
the Trustee or the Securities Administrator would result in a downgrading of
the rating by the Rating Agencies of any Class of Certificates with a rating
(in the case of the Class A4 Certificates determined without regard to the
Class A4 Certificate Insurance Policy and in the case of the Class 3-A5
Certificates determined without regard to the Class 3-A5 Certificate Insurance
Policy ), then the Depositor shall remove the Trustee or the Securities
Administrator, as applicable, and appoint a successor trustee or successor
Securities Administrator, as applicable, by written instrument, one copy of
which instrument shall be delivered to the Trustee or Securities Administrator,
as applicable, so removed, one copy to the successor trustee or the successor
Securities Administrator, as applicable, one copy to the Certificate Insurer
and one copy to the Master Servicer.

       (c) The Holders of more than 50% of the Class Principal Amount (or Class
Notional Amount) of each Class of Certificates may at any time upon 30 days'
written notice to the Trustee, the Securities Administrator, the Depositor and
the Certificate Insurer remove the Trustee or the Securities Administrator by
such written instrument, signed by such Holders or their attorney-in-fact duly
authorized, one copy of which instrument shall be delivered to the Depositor,
one copy to the Trustee or Securities Administrator, as applicable, so removed,
one



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copy to the Certificate Insurer and one copy to the Master Servicer; the
Depositor shall thereupon use its best efforts to appoint a mutually acceptable
successor trustee or successor securities administrator, as applicable, in
accordance with this Section.

       (d) Any resignation or removal of the Trustee or Securities Administrator
and appointment of a successor trustee or successor securities administrator
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor trustee or the successor securities
administrator, as applicable, as provided in Section 6.07.

     Section 6.07. Successor Trustee and Successor Securities Administrator.

       (a) Any successor trustee or successor securities administrator appointed
as provided in Section 6.06 shall execute, acknowledge and deliver to the
Depositor, the Master Servicer and to its predecessor trustee or predecessor
securities administrator, as applicable, an instrument accepting such
appointment hereunder, and thereupon the resignation or removal of the
predecessor trustee or predecessor securities administrator, as applicable,
shall become effective and such successor trustee or successor securities
administrator, as applicable, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations
of its predecessor hereunder, with like effect as if originally named as
trustee or securities administrator, as applicable, herein. The predecessor
trustee or predecessor securities administrator, as applicable, shall deliver
to the successor trustee (or assign to the Trustee its interest under each
Custodial Agreement, to the extent permitted thereunder) or securities
administrator, as applicable, all Mortgage Files and documents and statements
related to each Mortgage Files held by it hereunder, and shall duly assign,
transfer, deliver and pay over to the successor trustee the entire Trust Fund,
together with all necessary instruments of transfer and assignment or other
documents properly executed necessary to effect such transfer and such of the
record or copies thereof maintained by the predecessor trustee in the
administration hereof as may be requested by the successor trustee and shall
thereupon be discharged from all duties and responsibilities under this
Agreement. In addition, the Master Servicer and the predecessor trustee or
predecessor securities administrator, as applicable, shall execute and deliver
such other instruments and do such other things as may reasonably be required
to more fully and certainly vest and confirm in the successor trustee or
securities administrator, as applicable all such rights, powers, duties and
obligations.

       (b) No successor trustee or securities administrator, as applicable,
shall accept appointment as provided in this Section unless at the time of such
appointment such successor trustee or securities administrator, as applicable,
shall be eligible under the provisions of Section 6.05.

       (c) Upon acceptance of appointment by a successor trustee or successor
securities administrator, as applicable, as provided in this Section, the
Master Servicer shall mail notice of the succession of such trustee or
securities administrator, as applicable, hereunder to the Certificate Insurer
and to all Holders of Certificates at their addresses as shown in the
Certificate Register and to the Rating Agencies. The expenses of such mailing
shall be borne by the Master Servicer.

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     Section 6.08. Merger or Consolidation of Trustee or Securities
Administrator. Any Person into which the Trustee or Securities Administrator
may be merged or with which it may be consolidated, or any Person resulting
from any merger, conversion or consolidation to which the Trustee or Securities
 .Administrator shall be a party, or any Persons succeeding to the business of
the Trustee or the Securities Administrator, shall be the successor to the
Trustee or the Securities Administrator 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 that such
Person shall be eligible under the provisions of Section 6.05.

     Section 6.09. Appointment of Co-Trustee, Separate Trustee or Custodian.

       (a) Notwithstanding any other provisions hereof, at any time, the
Trustee, the Depositor or the Certificateholders evidencing more than 50% of
the Class Principal Amount (or Class Notional Amount) of each Class of
Certificates shall each have the power from time to time to appoint one or more
Persons to act either as co-trustees jointly with the Trustee, or as separate
trustees, or as custodians, for the purpose of holding title to, foreclosing or
otherwise taking action with respect to any Mortgage Loan outside the state
where the Trustee has its principal place of business where such separate
trustee or co-trustee is necessary or advisable (or the Trustee has been
advised by the Master Servicer that such separate trustee or co-trustee is
necessary or advisable) under the laws of any state in which a property
securing a Mortgage Loan is located or for the purpose of otherwise conforming
to any legal requirement, restriction or condition in any state in which a
property securing a Mortgage Loan is located or in any state in which any
portion of the Trust Fund is located. The separate Trustees, co-trustees, or
custodians so appointed shall be trustees or custodians for the benefit of all
the Certificateholders and shall have such powers, rights and remedies as shall
be specified in the instrument of appointment; provided, however, that no such
appointment shall, or shall be deemed to, constitute the appointee an agent of
the Trustee.

       (b) Every separate trustee, co-trustee, and custodian shall, to the
extent permitted by law, be appointed and act subject to the following
provisions and conditions:

          (1) all powers, duties, obligations and rights conferred upon the
     Trustee in respect of the receipt, custody and payment of moneys shall be
     exercised solely by the Trustee;

          (2) all other rights, powers, duties and obligations conferred or
     imposed upon the Trustee shall be conferred or imposed upon and exercised
     or performed by the Trustee and such separate trustee, co-trustee, or
     custodian jointly, except to the extent that under any law of any
     jurisdiction in which any particular act or acts are to be performed the
     Trustee shall be incompetent or unqualified to perform such act or acts,
     in which event such rights, powers, duties and obligations, including the
     holding of title to the Trust Fund or any portion thereof in any such
     jurisdiction, shall be exercised and performed by such separate trustee,
     co-trustee, or custodian;

          (3) no trustee or custodian hereunder shall be personally liable by
     reason of any act or omission of any other trustee or custodian hereunder;
     and



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          (4) the Trustee or the Certificateholders evidencing more than 50% of
     the Aggregate Voting Interests of the Certificates may at any time accept
     the resignation of or remove any separate trustee, co-trustee or
     custodian, so appointed by it or them, if such resignation or removal does
     not violate the other terms of this Agreement.

       (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee, co-trustee or custodian shall refer to this
Agreement and the conditions of this Article VI. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed with
the Trustee.

       (d) Any separate trustee, co-trustee or custodian may, at any time,
constitute the Trustee its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or
in respect of this Agreement on its behalf and in its name. The Trustee shall
not be responsible for any action or inaction of any separate trustee,
co-trustee or custodian. If any separate trustee, co-trustee or custodian shall
die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

       (e) No separate trustee, co-trustee or custodian hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
6.05 hereunder and no notice to Certificateholders of the appointment shall be
required under Section 6.07 hereof.

       (f) The Trustee agrees to instruct the co-trustees, if any, to the extent
necessary to fulfill the Trustee's obligations hereunder.

       (g) The Trustee shall pay the reasonable compensation of the co-trustees
to the extent, and in accordance with the standards, specified in Section 6.12
hereof (which compensation shall not reduce any compensation payable to the
Trustee under such Section).

     Section 6.10. Authenticating Agents.

       (a) The Trustee may appoint one or more Authenticating Agents which shall
be authorized to act on behalf of the Trustee in authenticating Certificates.
Wherever reference is made in this Agreement to the authentication of
Certificates by the Trustee or the Trustee's certificate of authentication,
such reference shall be deemed to include authentication on behalf of the
Trustee by an Authenticating Agent and a certificate of authentication executed
on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent
must be a corporation organized and doing business under the laws of the United
States of America or of any state, having a combined capital and surplus of at
least $15,000,000, authorized under such laws to do a trust business and
subject to supervision or examination by federal or state authorities.



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       (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which any Authenticating Agent shall
be a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

       (c) Any Authenticating Agent may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee and the Depositor.
The Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the
Depositor. Upon receiving a notice of resignation or upon such a termination,
or in case at any time any Authenticating Agent shall cease to be eligible in
accordance with the provisions of this Section 6.10, the Trustee may appoint a
successor Authenticating Agent, shall give written notice of such appointment
to the Depositor and shall mail notice of such appointment to all Holders of
Certificates. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. No successor Authenticating Agent
shall be appointed unless eligible under the provisions of this Section 6.10.
No Authenticating Agent shall have responsibility or liability for any action
taken by it as such at the direction of the Trustee. Any Authenticating Agent
shall be entitled to reasonable compensation for its services and, if paid by
the Trustee, it shall be a reimbursable expense pursuant to Section 6.12.

     Section 6.11. Indemnification of Trustee and Securities Administrator. The
Trustee and the Securities Administrator and their respective directors,
officers, employees and agents shall be entitled to indemnification from the
Trust Fund for any loss, liability or expense incurred in connection with any
legal proceeding or incurred without negligence or willful misconduct on their
part, arising out of, or in connection with, the acceptance or administration
of the trusts created hereunder or in connection with the performance of their
duties hereunder, including any applicable fees and expenses payable pursuant
to Section 6.12 and the costs and expenses of defending themselves against any
claim in connection with the exercise or performance of any of their powers or
duties hereunder, provided that:

               (1) with respect to any such claim, the Trustee or the Securities
          Administrator, as applicable, shall have given the Depositor, the
          Master Servicer and the Holders written notice thereof promptly after
          the Trustee or the Securities Administrator, as applicable, shall have
          knowledge thereof; provided that failure to so notify shall not
          relieve the Trust Fund of the obligation to indemnify the Trustee or
          the Securities Administrator;

               (2) while maintaining control over its own defense, the Trustee
          or the Securities Administrator, as applicable, shall cooperate and
          consult fully with the Depositor in preparing such defense; and

               (3) notwithstanding anything to the contrary in this Section
          6.11, the Trust Fund shall not be liable for settlement of any such
          claim by the Trustee or the Securities Administrator, as applicable,
          entered into without the prior consent of the Depositor, which consent
          shall not be unreasonably withheld.



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     The provisions of this Section 6.11 shall survive any termination of this
Agreement and the resignation or removal of the Trustee or the Securities
Administrator, as applicable, and shall be construed to include, but not be
limited to any loss, liability or expense under any environmental law.

     Section 6.12. Fees and Expenses of Securities Administrator, Custodian and
Trustee. The Securities Administrator shall be entitled to (a) the Securities
Administrator Fee, and is authorized to pay itself the amount of income or gain
earned from the investment of funds in the Securities Administrator Account and
the Certificate Account, and (b) all reasonable expenses, disbursements and
advancements incurred or made by the Securities Administrator in accordance
with this Agreement (including fees and expenses of its counsel and all persons
not regularly in its employment), except any such expenses arising from its
negligence, bad faith or willful misconduct. The Trustee and the Custodian
shall be compensated as separately agreed with the Securities Administrator and
the Master Servicer.

     Section 6.13. Collection of Monies. Except as otherwise expressly provided
in this Agreement, the Trustee may demand payment or delivery of, and shall
receive and collect, all money and other property payable to or receivable by
the Trustee pursuant to this Agreement. The Trustee shall hold all such money
and property received by it as part of the Trust Fund and shall distribute it
as provided in this Agreement. If the Trustee shall not have timely received
amounts to be remitted with respect to the Mortgage Loans from the Master
Servicer, the Trustee shall request the Master Servicer to make such
distribution as promptly as practicable or legally permitted. If the Trustee
shall subsequently receive any such amount, it may withdraw such request.

     Section 6.14. Events of Default; Trustee To Act; Appointment of Successor.

       (a) The occurrence of any one or more of the following events shall
constitute an "Event of Default":

          (1) Any failure by the Master Servicer to furnish the Securities
     Administrator the Mortgage Loan data sufficient to prepare the reports
     described in Section 4.03(a) which continues unremedied for a period of
     one Business Day after the date upon which written notice of such failure
     shall have been given to such Master Servicer by the Trustee or the
     Securities Administrator or to such Master Servicer, the Securities
     Administrator and the Trustee by the Holders of not less than 25% of the
     Class Principal Amount (or Class Notional Amount) of each Class of
     Certificates affected thereby; or

          (2) Any failure on the part of the Master Servicer duly to observe or
     perform in any material respect any other of the covenants or agreements
     on the part of such Master Servicer contained in this Agreement which
     continues unremedied for a period of 30 days (or 15 days, in the case of a
     failure to maintain any Insurance Policy required to be maintained
     pursuant to this Agreement) after the date on which written notice of such
     failure, requiring the same to be remedied, shall have been given to such
     Master Servicer by the Trustee or the Securities Administrator, or to such
     Master Servicer, the Securities Administrator and the Trustee by the
     Holders of not less than 25% of the Class Principal Amount (or Class
     Notional Amount) of each Class of Certificates affected thereby; or



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          (3) 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, marshalling of assets
     and liabilities or similar proceedings, or for the winding-up or
     liquidation of its affairs, shall have been entered against the Master
     Servicer, and such decree or order shall have remained in force
     undischarged or unstayed for a period of 60 days or any Rating Agency
     reduces or withdraws or threatens to reduce or withdraw the rating of the
     Certificates because of the financial condition or loan servicing
     capability of such Master Servicer; or

          (4) The Master Servicer shall consent to the appointment of a
     conservator or receiver or liquidator in any insolvency, readjustment of
     debt, marshalling of assets and liabilities, voluntary liquidation or
     similar proceedings of or relating to such Master Servicer or of or
     relating to all or substantially all of its property; or

          (5) The Master 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 or reorganization statute, make an assignment
     for the benefit of its creditors or voluntarily suspend payment of its
     obligations; or

          (6) The Master Servicer shall be dissolved, or shall dispose of all
     or substantially all of its assets, or consolidate with or merge into
     another entity or shall permit another entity to consolidate or merge into
     it, such that the resulting entity does not meet the criteria for a
     successor servicer as specified in Section 9.27 hereof; or

          (7) If a representation or warranty set forth in Section 9.14 hereof
     shall prove to be incorrect as of the time made in any respect that
     materially and adversely affects the interests of the Certificateholders,
     and the circumstance or condition in respect of which such representation
     or warranty was incorrect shall not have been eliminated or cured within
     60 days after the date on which written notice of such incorrect
     representation or warranty shall have been given to the Master Servicer by
     the Trustee or the Securities Administrator, or to the Master Servicer,
     the Securities Administrator and the Trustee by the Holders of not less
     than 25% of the Aggregate Certificate Principal Amount of each Class of
     Certificates; or

          (8) A sale or pledge of the any of the rights of the Master Servicer
     hereunder or an assignment of this Agreement by the Master Servicer or a
     delegation of the rights or duties of the Master Servicer hereunder shall
     have occurred in any manner not otherwise permitted hereunder and without
     the prior written consent of the Trustee and Certificateholders holding
     more than 50% of the Class Principal Amount (or Class Notional Amount) of
     each Class of Certificates;

          (9) Any Servicer at any time is not either an FNMA- or FHLMC-
     approved Seller/Servicer, and the Master Servicer has not terminated the
     rights and obligations of such Servicer under the applicable Servicing
     Agreement and replaced such Servicer with an FNMA- or FHLMC-approved
     servicer within 30 days of the absence of such approval; or

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          (10) Any failure of the Master Servicer to remit to the Securities
     Administrator any payment required to be made to the Securities
     Administrator for the benefit of Certificateholders under the terms of
     this Agreement, including any Advance, on any Master Servicer Remittance
     Date.

     If an Event of Default described in clauses (i) through (ix) of this
Section 6.14 shall occur, then, in each and every case, subject to applicable
law, so long as any such Event of Default shall not have been remedied within
any period of time prescribed by this Section 6.14, the Trustee, by notice in
writing to the Master Servicer may, and shall, if so directed by
Certificateholders evidencing more than 50% of the Class Principal Amount (or
Class Notional Amount) of each Class of Certificates, terminate all of the
rights and obligations of the Master Servicer hereunder and in and to the
Mortgage Loans and the proceeds thereof. If an Event of Default described in
clause (x) of this Section 6.14 shall occur, then, in each and every case,
subject to applicable law, the Trustee, by notice in writing to the Master
Servicer, shall promptly terminate all of the rights and obligations of the
Master Servicer hereunder and in and to the Mortgage Loans and the proceeds
thereof. On or after the receipt by the Master Servicer of such written notice,
all authority and power of the Master Servicer, and only in its capacity as
Master Servicer under this Agreement, whether with respect to the Mortgage
Loans or otherwise, shall pass to and be vested in the Securities Administrator
and upon receipt of written notice by the Securities Administrator from the
Trustee pursuant to and under the terms of this Agreement; and the Securities
Administrator is hereby authorized and empowered to execute and deliver, on
behalf of the defaulting Master Servicer as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents or otherwise. The defaulting Master
Servicer agrees to cooperate with the Trustee and the Securities Administrator
in effecting the termination of the defaulting Master Servicer's
responsibilities and rights hereunder as Master Servicer including, without
limitation, notifying Servicers of the assignment of the master servicing
function and providing the Securities Administrator or its designee all
documents and records in electronic or other form reasonably requested by it to
enable the Securities Administrator or its designee to assume the defaulting
Master Servicer's functions hereunder and the transfer to the Securities
Administrator for administration by it of all amounts which shall at the time
be or should have been deposited by the defaulting Master Servicer in the
Collection Account maintained by such defaulting Master Servicer and any other
account or fund maintained with respect to the Certificates or thereafter
received with respect to the Mortgage Loans. The Master Servicer being
terminated shall bear all costs of a master servicing transfer, including but
not limited to those of the Trustee or Securities Administration reasonably
allocable to specific employees and overhead, legal fees and expenses,
accounting and financial consulting fees and expenses, and costs of amending
the Agreement, if necessary.

     Notwithstanding the termination of its activities as Master Servicer, each
terminated Master Servicer shall continue to be entitled to reimbursement to
the extent provided in Section 4.02(i), (ii), (iii), (iv), (v), (vi), (vii),
(ix) and (xi) to the extent such reimbursement relates to the period prior to
such Master Servicer's termination.

     If any Event of Default shall occur, the Trustee, upon becoming aware of
the occurrence thereof through the proper execution of its duties under this
Agreement, shall promptly notify the

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Securities Administrator, the Certificate Insurer and the Rating Agencies of
the nature and extent of such Event of Default. The Trustee or the Securities
Administrator shall immediately give written notice to the Master Servicer upon
such Master Servicer's failure to remit funds on the Master Servicer Remittance
Date.

       (b) On and after the time the Master Servicer receives a notice of
termination from the Trustee pursuant to Section 6.14(a) or the Trustee
receives the resignation of the Master Servicer evidenced by an Opinion of
Counsel pursuant to Section 9.28 and within a period of time not to exceed 90
days after the Securities Administrator receives written notice from the
Trustee pursuant to Section 6.14(a) or Section 9.28, the Securities
Administrator, unless another master servicer shall have been appointed, shall
be the successor in all respects to the Master Servicer in its capacity as such
under this Agreement and the transactions set forth or provided for herein and
shall have all the rights and powers and be subject to all the
responsibilities, duties and liabilities relating thereto and arising
thereafter placed on the Master Servicer hereunder, including the obligation to
make Advances; provided, however, that any failure to perform such duties or
responsibilities caused by the Master Servicer's or the Trustee's failure to
provide information required by this Agreement shall not be considered a
default by the Securities Administrator hereunder. In addition, the Securities
Administrator shall have no responsibility for any act or omission of the
Master Servicer prior to the issuance of any notice of termination and within a
period of time not to exceed 90 days after the Securities Administrator
receives written notice from the Trustee pursuant to Section 6.14(a) or Section
9.28, as applicable. The Securities Administrator shall have no liability
relating to the representations and warranties of the Master Servicer set forth
in Section 9.14. In the Securities Administrator's capacity as such successor,
the Securities Administrator shall have the same limitations on liability
herein granted to the Master Servicer. As compensation therefor, the Securities
Administrator shall be entitled to receive all compensation payable to the
Master Servicer under this Agreement, including the Master Servicing Fee.

       (c) Notwithstanding the above, the Securities Administrator may, if it
shall be unwilling to continue to so act, or shall, if it is unable to so act,
request the Trustee to appoint, petition a court of competent jurisdiction to
appoint, or appoint on its own behalf any established housing and home finance
institution servicer, master servicer, servicing or mortgage servicing
institution having a net worth of not less than $15,000,000 and meeting such
other standards for a successor master servicer as are set forth in this
Agreement, as the successor to such Master Servicer in the assumption of all of
the responsibilities, duties or liabilities of a master servicer, like the
Master Servicer. Any entity designated by the Trustee or the Securities
Administrator as a successor master servicer may be an Affiliate of the Trustee
or the Securities Administrator; provided, however, that, unless such Affiliate
meets the net worth requirements and other standards set forth herein for a
successor master servicer, the Trustee or the Securities Administrator, in its
individual capacity shall agree, at the time of such designation, to be and
remain liable to the Trust Fund for such Affiliate's actions and omissions in
performing its duties hereunder. In connection with such appointment and
assumption, the Trustee or the Securities Administrator 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 to the Master Servicer
hereunder. The Trustee, the Securities Administrator and such successor shall
take such actions, consistent with this Agreement, as shall be necessary to
effectuate any such succession and may make other




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arrangements with respect to the servicing to be conducted hereunder which are
not inconsistent herewith. The Master Servicer shall cooperate with the
Trustee, the Securities Administrator and any successor master servicer in
effecting the termination of the Master Servicer's responsibilities and rights
hereunder including, without limitation, notifying Mortgagors of the assignment
of the master servicing functions and providing the Trustee, the Securities
Administrator and successor master servicer, as applicable, all documents and
records in electronic or other form reasonably requested by it to enable it to
assume the Master Servicer's functions hereunder and the transfer to the
Trustee, the Securities Administrator or such successor master servicer, as
applicable, all amounts which shall at the time be or should have been
deposited by the Master Servicer in the Collection Account and any other
account or fund maintained with respect to the Certificates or thereafter be
received with respect to the Mortgage Loans. Neither the Trustee, the
Securities Administrator nor any other successor master servicer shall be
deemed to be in default hereunder by reason of any failure to make, or any
delay in making, any distribution hereunder or any portion thereof caused by
(i) the failure of the Master Servicer to deliver, or any delay in delivering,
cash, documents or records to it, (ii) the failure of the Master Servicer to
cooperate as required by this Agreement, (iii) the failure of the Master
Servicer to deliver the Mortgage Loan data to the Securities Administrator as
required by this Agreement or (iv) restrictions imposed by any regulatory
authority having jurisdiction over the Master Servicer. Neither the Securities
Administrator nor any other successor master servicer shall be deemed to be in
default hereunder by reason of any failure to make, or any delay in making, any
distribution hereunder or any portion thereof caused by (i) the failure of the
Trustee to deliver, or any delay in delivering cash, documents or records to
it, or (ii) the failure of Trustee to cooperate as required by this Agreement.



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     Section 6.15. Additional Remedies of Trustee Upon Event of Default. During
the continuance of any Event of Default, so long as such Event of Default shall
not have been remedied, the Trustee, in addition to the rights specified in
Section 6.14, shall have the right, in its own name and as trustee of an
express trust, to take all actions now or hereafter existing at law, in equity
or by statute to enforce its rights and remedies and to protect the interests,
and enforce the rights and remedies, of the Certificateholders and the
Certificate Insurer (including the institution and prosecution of all judicial,
administrative and other proceedings and the filings of proofs of claim and
debt in connection therewith). Except as otherwise expressly provided in this
Agreement, no remedy provided for by this Agreement shall be exclusive of any
other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy, and no delay or omission to exercise any right or remedy
shall impair any such right or remedy or shall be deemed to be a waiver of any
Event of Default.

     Section 6.16. Waiver of Defaults. 35% or more of the Aggregate Voting
Interests of Certificateholders may waive any default or Event of Default by
the Master Servicer in the performance of its obligations hereunder, except
that a default in the making of any required deposit to the Certificate Account
that would result in a failure of the Trustee to make any required payment of
principal of or interest on the Certificates may only be waived with the
consent of 100% of the affected Certificateholders. Upon any such 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 6.17. Notification to Holders. Upon termination of the Master
Servicer or appointment of a successor to the Master Servicer, in each case as
provided herein, the Trustee shall promptly mail notice thereof by first class
mail to the Securities Administrator, the Certificate Insurer and the
Certificateholders at their respective addresses appearing on the Certificate
Register. The Trustee shall also, within 45 days after the occurrence of any
Event of Default known to the Trustee, give written notice thereof to the
Securities Administrator and Certificateholders, unless such Event of Default
shall have been cured or waived prior to the issuance of such notice and within
such 45-day period.

     Section 6.18. Directions by Certificateholders and Duties of Trustee
During Event of Default. Subject to the provisions of Section 8.01 hereof,
during the continuance of any Event of Default, Holders of Certificates
evidencing not less than 25% of the Class Principal Amount (or Class Notional
Amount) of each Class of Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this Agreement;
provided, however, that the Trustee shall be under no obligation to pursue any
such remedy, or to exercise any of the trusts or powers vested in it by this
Agreement (including, without limitation, (i) the conducting or defending of
any administrative action or litigation hereunder or in relation hereto and
(ii) the terminating of the Master Servicer or any successor master servicer
from its rights and duties as master servicer hereunder) at the request, order
or direction of any of the Certificateholders, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity against the
cost, expenses and liabilities which may be incurred therein or thereby; and,
provided further, that, subject to the provisions of Section 8.01, the Trustee
shall have the right to decline to follow



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any such direction if the Trustee, in accordance with an Opinion of Counsel,
determines that the action or proceeding so directed may not lawfully be taken
or if the Trustee in good faith determines that the action or proceeding so
directed would involve it in personal liability or be unjustly prejudicial to
the non-assenting Certificateholders.

     Section 6.19. Action Upon Certain Failures of the Master Servicer and Upon
Event of Default. In the event that the Trustee shall have actual knowledge of
any action or inaction of the Master Servicer that would become an Event of
Default upon the Master Servicer's failure to remedy the same after notice, the
Trustee shall give notice thereof to the Master Servicer. For all purposes of
this Agreement, in the absence of actual knowledge by a Responsible Officer of
the Trustee, the Trustee shall not be deemed to have knowledge of any failure
of the Master Servicer or any other Event of Default unless notified in writing
by the Depositor, the Securities Administrator, the Master Servicer or a
Certificateholder.

     Section 6.20. Preparation of Tax Returns and Other Reports.

       (a) The Securities Administrator shall prepare or cause to be prepared
on behalf of the Trust Fund, based upon information calculated in accordance
with this Agreement pursuant to instructions given by the Depositor, and the
Securities Administrator shall file, federal tax returns. If the Trustee
requests in writing that a state tax return or other return is required, then,
at the sole expense of the Trustee, the Securities Administrator shall prepare
and file such state income tax returns and such other returns as may be
required by applicable law relating to the Trust Fund, and, if required by
state law, and shall file any other documents to the extent required by
applicable state tax law (to the extent such documents are in the Securities
Administrator's possession). The Securities Administrator shall forward copies
to the Depositor of all such returns and Form 1099 supplemental tax information
and such other information within the control of the Securities Administrator
as the Depositor may reasonably request in writing, and shall forward to the
Trustee for distribution to each Certificateholder such forms and furnish such
information within the control of the Securities Administrator as are required
by the Code and the REMIC Provisions to be furnished to them, and will prepare
and disseminate to the Trustee for distribution to Certificateholders Form 1099
(supplemental tax information) (or otherwise furnish information within the
control of the Securities Administrator and the Trustee) to the extent required
by applicable law. The Master Servicer will indemnify the Securities
Administrator and the Trustee for any liability of or assessment against the
Securities Administrator or the Trustee, as applicable, resulting from any
error in any of such tax or information returns directly resulting from errors
in the information provided by such Master Servicer.

       (b) The Securities Administrator shall prepare and file with the Internal
Revenue Service ("IRS"), on behalf of each of the Lower Tier REMIC and the
Upper Tier REMIC, an application on IRS Form SS-4. The Securities
Administrator, upon receipt from the IRS of the Notice of Taxpayer
Identification Number Assigned for each REMIC, shall promptly forward copies of
such notices to the Master Servicer, the Trustee and the Depositor. The
Securities Administrator will file an IRS Form 8811.

       (c) The Depositor shall prepare or cause to be prepared the initial
current report on Form 8-K. Thereafter, within 15 days after each Distribution
Date, the Securities




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Administrator shall, in accordance with industry standards, file with the
Securities and Exchange Commission (the "Commission") via the Electronic Data
Gathering and Retrieval System (EDGAR), a Form 8-K with a copy of the statement
to the Certificateholders for such Distribution Date as an exhibit thereto.
Prior to January 30, 2002, the Securities Administrator shall, in accordance
with industry standards, file a Form 15 Suspension Notification with respect to
the Trust Fund, if applicable. Prior to March 30, 2002, the Securities
Administrator shall file a Form 10-K, in substance conforming to industry
standards, with respect to the Trust Fund. The Depositor hereby grants to the
Securities Administrator a limited power of attorney to execute and file each
such document on behalf of the Depositor. Such power of attorney shall continue
until either the earlier of (i) receipt by the Securities Administrator from
the Depositor of written termination of such power of attorney and (ii) the
termination of the Trust Fund. The Depositor agrees to promptly furnish to the
Securities Administrator, from time to time upon request, such further
information, reports, and financial statements within its control related to
this Agreement and the Mortgage Loans as the Securities Administrator
reasonably deems appropriate to prepare and file all necessary reports with the
Commission. The Securities Administrator shall have no responsibility to file
any items other than those specified in this section.

                                  ARTICLE VII

                            PURCHASE AND TERMINATION
                                OF THE TRUST FUND

     Section 7.01. Termination of Trust Fund Upon Repurchase or Liquidation of
All Mortgage Loans.

       (a) The respective obligations and responsibilities of the Trustee, the
Securities Administrator and the Master Servicer created hereby (other than the
obligation of the Trustee to make payments to Certificateholders as set forth
in Section 7.02, the obligation of the Master Servicer to make a final
remittance to the Securities Administrator for deposit into the Securities
Administrator Account pursuant to Section 4.01, the obligation of the
Securities Administrator to make a final remittance to the Trustee for deposit
into the Certificate Account pursuant to Section 4.07 and the obligations of
the Master Servicer to the Securities Administrator and the Trustee pursuant to
Sections 9.10 and 9.14), shall terminate on the earlier of (i) the final
payment or other liquidation of the last Mortgage Loan remaining in the Trust
Fund and the disposition of all REO Property and (ii) the sale of the property
held by the Trust Fund in accordance with Section 7.01(b); provided, however,
that in no event shall the Trust Fund created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late Ambassador of the United States to the Court of
St. James's, living on the date hereof. Any termination of the Trust Fund shall
be carried out in such a manner so that the termination of each REMIC included
therein shall qualify as a "qualified liquidation" under the REMIC Provisions.

       (b) On any Distribution Date occurring after the date on which the
aggregate Scheduled Principal Balance of the Mortgage Loans is less than 10% of
the Cut-off Date Aggregate Principal Balance, the Master Servicer may, upon
written direction to the Trustee with a copy to the Securities Administrator,
cause (i) the Trustee to sell (or arrange for the sale of) the assets of the
Trust Fund and (ii) the Trust Fund to adopt a plan of complete liquidation
pursuant




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to Section 7.03(a)(i) hereof to sell all of its property. The property of the
Trust Fund shall be sold at a price (the "Termination Price") equal to: (i)
100% of the unpaid principal balance of each Mortgage Loan on the day of such
purchase plus interest accrued thereon at the applicable Mortgage Rate with
respect to any Mortgage Loan to the Due Date in the Due Period immediately
preceding the related Distribution Date to the date of such repurchase, (ii)
the fair market value of any REO Property and any other property held by any
REMIC, such fair market value to be determined by an appraiser or appraisers
appointed by the Master Servicer with the consent of the Trustee, (iii) any
unreimbursed Servicing Advances with respect to each Mortgage Loan, and (iv)
any Reimbursement Amounts due to the Certificate Insurer.

     Section 7.02. Procedure Upon Termination of Trust Fund.

       (a) Notice of any termination pursuant to the provisions of Section 7.01,
specifying the Distribution Date upon which the final distribution shall be
made, shall be given promptly by the Trustee by first class mail to
Certificateholders mailed (x) no later than five Business Days after the
Trustee has received notice from the Depositor of its intent to exercise its
right to cause the termination of the Trust Fund pursuant to Section 7.01(b) or
(y) upon the final payment or other liquidation of the last Mortgage Loan or
REO Property in the Trust Fund. Such notice shall specify (A) the Distribution
Date upon which final distribution on the Certificates of all amounts required
to be distributed to Certificateholders pursuant to Section 5.02 will be made
upon presentation and surrender of the Certificates at the Corporate Trust
Office, and (B) that the Record Date otherwise applicable to such Distribution
Date is not applicable, distribution being made only upon presentation and
surrender of the Certificates at the office or agency of the Trustee therein
specified. The Trustee shall give such notice to the Securities Administrator,
the Master Servicer and the Certificate Registrar at the time such notice is
given to Holders of the Certificates. Upon any such termination, the duties of
the Certificate Registrar with respect to the Certificates shall terminate and
the Trustee shall terminate, or request the Master Servicer to terminate, the
Collection Account it maintains, the Certificate Account and any other account
or fund maintained with respect to the Certificates, subject to the Trustee's
obligation hereunder to hold all amounts payable to Certificateholders in trust
without interest pending such payment.

       (b) In the event that all of the Holders do not surrender their
Certificates for cancellation within three months after the time specified in
the above-mentioned written notice, the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps to contact
the remaining Certificateholders concerning surrender of such Certificates, and
the cost thereof shall be paid out of the amounts distributable to such
Holders. If within two years after the second notice any Certificates shall not
have been surrendered for cancellation, the Trustee shall, subject to
applicable state law relating to escheatment, hold all amounts distributable to
such Holders for the benefit of such Holders. No interest shall accrue on any
amount held by the Trustee and not distributed to a Certificateholder due to
such Certificateholder's failure to surrender its Certificate(s) for payment of
the final distribution thereon in accordance with this Section.



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       (c) Any reasonable expenses incurred by the Trustee and the Securities
Administrator in connection with any termination or liquidation of the Trust
Fund shall be reimbursed from proceeds received from the liquidation of the
Trust Fund.

     Section 7.03. Additional Trust Fund Termination Requirements.

       (a) Any termination of the Trust Fund shall be effected in accordance
with the following additional requirements, unless the Trustee seeks (at the
request of the Master Servicer), and subsequently receives, an Opinion of
Counsel (at the expense of the Master Servicer), addressed to the Trustee to
the effect that the failure of the Trust Fund to comply with the requirements
of this Section 7.03 will not (i) result in the imposition of taxes on any
REMIC under the REMIC Provisions or (ii) cause any REMIC established hereunder
to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

          (1) The Trustee shall sell all of the assets of the Trust Fund for
     cash and, within 90 days of such sale, shall distribute the proceeds of
     such sale to the Certificateholders in complete liquidation of the Trust
     Fund, the Lower Tier REMIC and the Upper Tier REMIC; and

          (2) The Trustee shall attach a statement to the final Federal income
     tax return for each of the Lower Tier REMIC and the Upper Tier REMIC
     stating that pursuant to Treasury Regulation ss. 1.860F-1, the first day
     of the 90-day liquidation period for each such REMIC was the date on which
     the Trustee sold the assets of the Trust Fund.

     (b) By its acceptance of a Residual Certificate, each Holder thereof
hereby (i) authorizes the Trustee to take the action described in paragraph (a)
above and (ii) agrees to take such other action as may be necessary to
facilitate liquidation of each REMIC created under this Agreement, which
authorization shall be binding upon all successor Residual Certificateholders.

                                 ARTICLE VIII

                          RIGHTS OF CERTIFICATEHOLDERS

     Section 8.01. Limitation on Rights of Holders.

       (a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or this Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting or
take any action or proceeding in any court for a partition or winding up of
this Trust Fund, nor otherwise affect the rights, obligations and liabilities
of the parties hereto or any of them. Except as otherwise expressly provided
herein, no Certificateholder, solely by virtue of its status as a
Certificateholder, shall have any right to vote or in any manner otherwise
control the Master Servicer or the operation and management of the Trust Fund,
or the obligations of the parties hereto, nor shall anything herein set forth,
or contained in the terms of the Certificates, be construed so as to constitute
the Certificateholders from time to time as partners or members of an
association, nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.



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       (b) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event
of Default and of the continuance thereof, as hereinbefore provided, and unless
also the Holders of Certificates evidencing not less than 25% of the Class
Principal Amount (or Class Notional Amount) of Certificates of each Class shall
have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee such reasonable indemnity as it may require against the cost, expenses
and liabilities to be incurred therein or thereby, and the Trustee, for sixty
days after its receipt of such notice, request and offer of indemnity, shall
have neglected or refused to institute any such action, suit or proceeding and
no direction inconsistent with such written request has been given such Trustee
during such sixty-day period by such Certificateholders; it being understood
and intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders of
Certificates shall have any right in any manner whatever by virtue or by
availing of any provision of this Agreement to affect, disturb or prejudice the
rights of the Holders of any other of such Certificates, or to obtain or seek
to obtain priority over or preference to any other such Holder, or to enforce
any right under this Agreement, except in the manner herein provided and for
the benefit of all Certificateholders. For the protection and enforcement of
the provisions of this Section, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.

     Section 8.02. Access to List of Holders.

       (a) If the Trustee is not acting as Certificate Registrar, the
Certificate Registrar will furnish or cause to be furnished to the Trustee,
within fifteen days after receipt by the Certificate Registrar of a request by
the Trustee in writing, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Certificateholders of each Class as
of the most recent Record Date.

       (b) If three or more Holders or Certificate Owners (hereinafter referred
to as "Applicants") apply in writing to the Trustee, and such application
states that the Applicants desire to communicate with other Holders with
respect to their rights under this Agreement or under the Certificates and is
accompanied by a copy of the communication which such Applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt
of such application, afford such Applicants reasonable access during the normal
business hours of the Trustee to the most recent list of Certificateholders
held by the Trustee or shall, as an alternative, send, at the Applicants'
expense, the written communication proffered by the Applicants to all
Certificateholders at their addresses as they appear in the Certificate
Register.

       (c) Every Holder or Certificate Owner, if the Holder is a Clearing
Agency, by receiving and holding a Certificate, agrees with the Depositor, the
Securities Administrator, the Master Servicer, the Certificate Registrar and
the Trustee that neither the Depositor, the Securities Administrator, the
Master Servicer, the Certificate Registrar nor the Trustee shall be held
accountable by reason of the disclosure of any such information as to the names
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addresses of the Certificateholders hereunder, regardless of the source from
which such information was derived.

     Section 8.03. Acts of Holders of Certificates.

       (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Holders or Certificate Owner, if the Holder is a Clearing Agency, may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agent duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee, the
Securities Administrator, and, where expressly required herein, to the Master
Servicer. Such instrument or instruments (as the action embodies therein and
evidenced thereby) are herein sometimes referred to as an "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agents shall be sufficient for
any purpose of this Agreement and conclusive in favor of the Trustee, the
Securities Administrator, and Master Servicer, if made in the manner provided
in this Section. Each of the Trustee, the Securities Administrator, and the
Master Servicer shall promptly notify the others of receipt of any such
instrument by it, and shall promptly forward a copy of such instrument to the
others.

       (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgments or deeds, certifying that the
individual signing such instrument or writing acknowledged to him the execution
thereof. Whenever such execution is by an officer of a corporation or a member
of a partnership on behalf of such corporation or partnership, such certificate
or affidavit shall also constitute sufficient proof of his authority. The fact
and date of the execution of any such instrument or writing, or the authority
of the individual executing the same, may also be proved in any other manner
which the Trustee deems sufficient.

       (c) The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee) shall be proved by the
Certificate Register, and neither the Trustee, the Securities Administrator,
the Master Servicer, nor the Depositor shall be affected by any notice to the
contrary.

       (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Certificate shall bind every future
Holder of the same Certificate and the Holder of every Certificate issued upon
the registration of transfer thereof or in exchange therefor or in lieu
thereof, in respect of anything done, omitted or suffered to be done by the
Trustee or the Master Servicer in reliance thereon, whether or not notation of
such action is made upon such Certificate.



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                                  ARTICLE IX

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
                             BY THE MASTER SERVICER

     Section 9.01. Duties of the Master Servicer. The Certificateholders, by
their purchase and acceptance of the Certificates, appoint Aurora Loan Services
Inc., as Master Servicer. For and on behalf of the Depositor, the Trustee and
the Certificateholders, the Master Servicer shall master service the Mortgage
Loans in accordance with the provisions of this Agreement and the provisions of
the applicable Servicing Agreement.

     Section 9.02. Master Servicer Fidelity Bond and Master Servicer Errors and
Omissions Insurance Policy.

       (a) The Master Servicer, at its expense, shall maintain in effect a
Fidelity Bond and an Errors and Omissions Insurance Policy, affording coverage
with respect to all directors, officers, employees and other Persons acting on
such Master Servicer's behalf, and covering errors and omissions in the
performance of the Master Servicer's obligations hereunder. The Errors and
Omissions Insurance Policy and the Fidelity Bond shall be in such form and
amount that would meet the requirements of FNMA or FHLMC if it were the
purchaser of the Mortgage Loans. The Master Servicer shall (i) require each
Servicer to maintain an Errors and Omissions Insurance Policy and a Fidelity
Bond in accordance with the provisions of the applicable Servicing Agreement,
(ii) cause each Servicer to provide to the Master Servicer certificates
evidencing that such policy and bond is in effect and to furnish to the Master
Servicer any notice of cancellation, non-renewal or modification of the policy
or bond received by it, as and to the extent provided in the applicable
Servicing Agreement, and (iii) furnish copies of the certificates and notices
referred to in clause (ii) to the Trustee upon its request. The Fidelity Bond
and Errors and Omissions Insurance Policy may be obtained and maintained in
blanket form.

       (b) The Master Servicer shall promptly report to the Trustee any material
changes that may occur in the Master Servicer Fidelity Bond or the Master
Servicer Errors and Omissions Insurance Policy and shall furnish to the
Trustee, on request, certificates evidencing that such bond and insurance
policy are in full force and effect. The Master Servicer shall promptly report
to the Trustee all cases of embezzlement or fraud, if such events involve funds
relating to the Mortgage Loans. The total losses, regardless of whether claims
are filed with the applicable insurer or surety, shall be disclosed in such
reports together with the amount of such losses covered by insurance. If a bond
or insurance claim report is filed with any of such bonding companies or
insurers, the Master Servicer shall promptly furnish a copy of such report to
the Trustee. Any amounts relating to the Mortgage Loans collected by the Master
Servicer under any such bond or policy shall be promptly remitted by the Master
Servicer to the Trustee for deposit into the Certificate Account. Any amounts
relating to the Mortgage Loans collected by any Servicer under any such bond or
policy shall be remitted to the Master Servicer to the extent provided in the
applicable Servicing Agreement.

     Section 9.03. Master Servicer's Financial Statements and Related
Information. For each year this Agreement is in effect, the Master Servicer
shall submit to the Trustee, each Rating



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Agency and the Depositor a copy of its annual unaudited financial statements on
or prior to August 31 of each year. Such financial statements shall include a
balance sheet, income statement, statement of retained earnings, statement of
additional paid-in capital, statement of changes in financial position and all
related notes and schedules and shall be in comparative form, certified by a
nationally recognized firm of Independent Accountants to the effect that such
statements were examined and prepared in accordance with generally accepted
accounting principles applied on a basis consistent with that of the preceding
year.

     Section 9.04. Power to Act; Procedures.

       (a) The Master Servicer shall master service the Mortgage Loans and shall
have full power and authority, subject to the REMIC Provisions and the
provisions of Article X hereof, and each Servicer shall have full power and
authority (to the extent provided in the applicable Servicing Agreement) to do
any and all things that it may deem necessary or desirable in connection with
the servicing and administration of the Mortgage Loans, including but not
limited to the power and authority (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to
collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any Mortgage Loan, in each case, in accordance with the provisions of
this Agreement and applicable Servicing Agreement, as applicable; provided that
the Master Servicer shall not take, or knowingly permit any Servicer to take,
any action that is inconsistent with or prejudices the interests of the Trust
Fund or the Certificateholders in any Mortgage Loan or the rights and interests
of the Depositor, the Trustee and the Certificateholders under this Agreement.
The Master Servicer further is authorized and empowered by the Trustee, on
behalf of the Certificateholders and the Trustee, in its own name or in the
name of any Servicer, when the Master Servicer or a Servicer, as the case may
be, believes it is appropriate in its best judgment to register any Mortgage
Loan with MERS, or cause the removal from the registration of any Mortgage Loan
on the MERS system, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording of
a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. The Master Servicer shall represent and protect the
interests of the Trust Fund in the same manner as it protects its own interests
in mortgage loans in its own portfolio in any claim, proceeding or litigation
regarding a Mortgage Loan and shall not make or knowingly permit any Servicer
to make any modification, waiver or amendment of any term of any Mortgage Loan
that would cause the Trust Fund 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.
Without limiting the generality of the foregoing, the Master Servicer in its
own name or in the name of a Servicer, and each Servicer, to the extent such
authority is delegated to such Servicer by the Master Servicer under the
applicable Servicing Agreement, is hereby authorized and empowered by the
Trustee when the Master Servicer or applicable Servicer, as the case may be,
believes it appropriate in its best judgment and in accordance with Accepted
Servicing Practices and the applicable Servicing Agreement, to execute and
deliver, on behalf of itself and the Certificateholders, the Trustee or any of
them, any and all instruments of satisfaction or cancellation, or of partial or
full release or discharge and all other comparable instruments, with respect to
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Mortgaged Properties. The Trustee shall furnish the Master Servicer, upon
request, with any powers of attorney empowering the Master Servicer or any
Servicer to execute and deliver instruments of satisfaction or cancellation, or
of partial or full release or discharge, and to foreclose upon or otherwise
liquidate Mortgaged Property, and to appeal, prosecute or defend in any court
action relating to the Mortgage Loans or the Mortgaged Property, in accordance
with the applicable Servicing Agreement and this Agreement, and the Trustee
shall execute and deliver such other documents, as the Master Servicer may
request, necessary or appropriate to enable the Master Servicer to master
service and administer the Mortgage Loans and carry out its duties hereunder,
in each case in accordance with Accepted Servicing Practices (and the Trustee
shall have no liability for misuse of any such powers of attorney by the Master
Servicer or any Servicer). If the Master Servicer or the Trustee has been
advised that it is likely that the laws of the state in which action is to be
taken prohibit such action if taken in the name of the Trustee or that the
Trustee would be adversely affected under the "doing business" or tax laws of
such state if such action is taken in its name, then upon request of the
Trustee, the Master Servicer shall join with the Trustee in the appointment of
a co-trustee pursuant to Section 6.09 hereof. In the performance of its duties
hereunder, the Master Servicer shall be an independent contractor and shall
not, except in those instances where it is taking action in the name of the
Trustee, be deemed to be the agent of the Trustee.

       (b) In master servicing and administering the Mortgage Loans, the Master
Servicer shall employ procedures, and shall cause each Servicer to employ
procedures (including, but not limited to, collection procedures), consistent
with the applicable Servicing Agreement. Consistent with the foregoing, the
Master Servicer may, and may permit any Servicer to, in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the due dates
for payments due on a Mortgage Note for a period not greater than 120 days;
provided, however, that the maturity of any Mortgage Loan shall not be extended
past the date on which the final payment is due on the latest maturing Mortgage
Loan as of the Cut-off Date. In the event of any extension described in clause
(ii) above, the Master Servicer shall make or cause to be made Advances on the
related Mortgage Loan in accordance with the provisions of Section 5.04 on the
basis of the amortization schedule of such Mortgage Loan without modification
thereof by reason of such extension. Notwithstanding anything to the contrary
in this Agreement, the Master Servicer shall not, unless default by the related
Mortgagor is, in the reasonable judgment of the Master Servicer or the related
Servicer, imminent, make or knowingly permit such Servicer to make any
modification, waiver or amendment of any material term of any Mortgage Loan
(including but not limited to the interest rate, the principal balance, the
amortization schedule, or any other term affecting the amount or timing of
payments on the Mortgage Loan or the collateral therefor) unless the Master
Servicer or the related Servicer shall have provided or caused to be provided
to the Trustee an Opinion of Counsel (at the expense of the party seeking the
modification) in writing to the effect that such modification, waiver or
amendment would not be treated as giving rise to a new debt instrument for
federal income tax purposes and would not adversely affect the status of the
REMIC.



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     Section 9.05. Servicing Agreements Between the Master Servicer and
Servicers; Enforcement of Servicers' Obligations.

       (a) Each Servicing Agreement requires the applicable Servicer to service
the Mortgage Loans in accordance with the provisions thereof. References in
this Agreement to actions taken or to be taken by the Master Servicer include
such actions taken or to be taken by a Servicer pursuant to a Servicing
Agreement. Any fees, costs and expenses and other amounts payable to such
Servicers shall be deducted from amounts remitted to the Master Servicer by the
applicable Servicer and shall not be an obligation of the Trust, the Trustee or
the Master Servicer.

       (b) The Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall enforce the obligations of each Servicer under the
related Servicing Agreement, and shall use its reasonable best efforts to
enforce the obligations of each Servicer under the related Servicing Agreement
and shall, upon its obtaining actual knowledge of the failure of a Servicer to
perform its obligations in accordance with the related Servicing Agreement, to
the extent that the non-performance of any such obligations would have a
material adverse effect on a Mortgage Loan, the Trust Fund or
Certificateholders (determined in the case of the Class A4 Certificates without
regard to the Class A4 Certificate Insurance Policy and in the case of the
Class 3-A5 Certificates without regard to the Class 3-A5 Certificate Insurance
Policy), terminate the rights and obligations of such Servicer thereunder to
the extent and in the manner permitted by the related Servicing Agreement and
either act as servicer of the related Mortgage Loans or enter into a Servicing
Agreement with a successor Servicer. Such enforcement, including, without
limitation, the legal prosecution of claims, termination of Servicing
Agreements and the pursuit of other appropriate remedies, shall be in such form
and carried out to such an extent and at such time as the Master Servicer, in
its good faith business judgment, would require were it the owner of the
related Mortgage Loans. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor initially only
(i) from a general recovery resulting from such enforcement only to the extent,
if any, that such recovery exceeds all amounts due in respect of the related
Mortgage Loans or (ii) from a specific recovery of costs, expenses or
attorneys' fees against the party against whom such enforcement is directed,
and then, to the extent that such amounts are insufficient to reimburse the
Master Servicer for the costs of such enforcement, (iii) from the Collection
Account.

     Section 9.06. Collection of Taxes, Assessments and Similar Items.

       (a) To the extent provided in the applicable Servicing Agreement, the
Master Servicer shall cause each Servicer to establish and maintain one or more
custodial accounts at a depository institution (which may be a depository
institution with which the Master Servicer or any Servicer establishes accounts
in the ordinary course of its servicing activities), the accounts of which are
insured to the maximum extent permitted by the FDIC (each, an "Escrow Account")
and shall deposit therein any collections of amounts received with respect to
amounts due for taxes, assessments, water rates, Standard Hazard Insurance
Policy premiums or any comparable items for the account of the Mortgagors.
Withdrawals from any Escrow Account may be made (to the extent amounts have
been escrowed for such purpose) only in accordance with the applicable
Servicing Agreement. Each Servicer shall be entitled to all investment income
not



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required to be paid to Mortgagors on any Escrow Account maintained by such
Servicer. The Master Servicer shall make (or cause to be made) to the extent
provided in the applicable Servicing Agreement advances to the extent necessary
in order to effect timely payment of taxes, water rates, assessments, Standard
Hazard Insurance Policy premiums or comparable items in connection with the
related Mortgage Loan (to the extent that the Mortgagor is required, but fails,
to pay such items), provided that it has determined that the funds so advanced
are recoverable from escrow payments, reimbursement pursuant to Section 4.02(v)
or otherwise.

       (b) Costs incurred by the Master Servicer or by Servicers in effecting
the timely payment of taxes and assessments on the properties subject to the
Mortgage Loans may be added to the amount owing under the related Mortgage Note
where the terms of the Mortgage Note so permit; provided, however, that the
addition of any such cost shall not be taken into account for purposes of
calculating the distributions to be made to Certificateholders. Such costs, to
the extent that they are unanticipated, extraordinary costs, and not ordinary
or routine costs shall be recoverable by the Master Servicer pursuant to
Section 4.02(v).

     Section 9.07. Termination of Servicing Agreements; Successor Servicers.

       (a) The Master Servicer shall be entitled to terminate the rights and
obligations of any Servicer under the applicable Servicing Agreement in
accordance with the terms and conditions of such Servicing Agreement and
without any limitation by virtue of this Agreement; provided, however, that in
the event of termination of any Servicing Agreement by the Master Servicer or
the related Servicer, the Master Servicer shall either act as Servicer of the
related Mortgage Loans, or enter into a Servicing Agreement with a successor
Servicer.

       (b) If the Master Servicer acts as Servicer, it will not assume liability
for the representations and warranties of the Servicer, if any, that it
replaces. The Master Servicer shall use reasonable efforts to have the
successor Servicer assume liability for the representations and warranties made
by the terminated Servicer in respect of the related Mortgage Loans, and in the
event of any such assumption by the successor Servicer, the Trustee or the
Master Servicer, as applicable, may, in the exercise of its business judgment,
release the terminated Servicer from liability for such representations and
warranties.



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     Section 9.08. Master Servicer Liable for Enforcement. Notwithstanding any
Servicing Agreement, the Master Servicer shall remain obligated and liable to
the Trustee and the Certificateholders in accordance with the provisions of
this Agreement, to the extent of its obligations hereunder, without diminution
of such obligation or liability by virtue of such Servicing Agreements or
arrangements. The Master Servicer shall use commercially reasonable efforts to
ensure that the Mortgage Loans are serviced in accordance with the provisions
of this Agreement and shall use commercially reasonable efforts to enforce the
provisions of each Servicing Agreement for the benefit of the
Certificateholders. The Master Servicer shall be entitled to enter into any
agreement with the Servicers for indemnification of the Master Servicer and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification. Except as expressly set forth herein, the Master Servicer
shall have no liability for the acts or omissions of any Servicer in the
performance by such Servicer of its obligations under the related Servicing
Agreement.

     Section 9.09. No Contractual Relationship Between Servicers and Trustee or
Depositor. Any Servicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Servicer in
its capacity as such and not as an originator shall be deemed to be between
such Servicer, the Seller and the Master Servicer, and except to the extent
expressly provided therein the Trustee, the Securities Administrator and the
Depositor shall not be deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to such Servicer except as set
forth in Section 9.10 hereof.

     Section 9.10. Assumption of Servicing Agreement by Securities
Administrator.

       (a) In the event the Master Servicer shall for any reason no longer be
the Master Servicer (including by reason of any Event of Default under this
Agreement), after a period not to exceed ninety days after the Securities
Administrator receives written notice from the Trustee pursuant to Section
6.14(a) or Section 9.28, as applicable, the Securities Administrator shall
thereupon assume all of the rights and obligations of such Master Servicer
hereunder and enforce the rights under each Servicing Agreement entered into
with respect to the Mortgage Loans. The Securities Administrator, its designee
or any successor master servicer appointed by the Trustee shall be deemed to
have assumed all of the Master Servicer's interest herein and therein to the
same extent as if such Servicing Agreement had been assigned to the assuming
party, except that the Master Servicer shall not thereby be relieved of any
liability or obligations of the Master Servicer under such Servicing Agreement
accruing prior to its replacement as Master Servicer, and shall be liable to
the Securities Administrator, and hereby agrees to indemnify and hold harmless
the Securities Administrator from and against all costs, damages, expenses and
liabilities (including reasonable attorneys' fees) incurred by the Securities
Administrator as a result of such liability or obligations of the Master
Servicer and in connection with the Securities Administrator's assumption (but
not its performance, except to the extent that costs or liability of the
Securities Administrator are created or increased as a result of negligent or
wrongful acts or omissions of the Master Servicer prior to its replacement as
Master Servicer) of the Master Servicer's obligations, duties or
responsibilities thereunder; provided that the Master Servicer shall not
indemnify or hold harmless the Securities Administrator against negligent or
willful misconduct of the Securities Administrator.



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       (b) The Master Servicer that has been terminated shall, upon request of
the Securities Administrator or the Trustee but at the expense of such Master
Servicer, deliver to the assuming party all documents and records relating to
each Servicing Agreement and the related Mortgage Loans and an accounting of
amounts collected and held by it and otherwise use its best efforts to effect
the orderly and efficient transfer of each Servicing Agreement to the assuming
party.

     Section 9.11. "Due-on-Sale" Clauses; Assumption Agreements.

       (a) To the extent provided in the applicable Servicing Agreement, to the
extent Mortgage Loans contain enforceable due-on-sale clauses, and to the
extent that the Master Servicer has knowledge of the conveyance of a Mortgaged
Property, the Master Servicer shall use its reasonable best efforts to cause
the Servicers to enforce such clauses in accordance with the applicable
Servicing Agreement. If applicable law prohibits the enforcement of a
due-on-sale clause or such clause is otherwise not enforced in accordance with
the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan is
assumed, the original Mortgagor may be released from liability in accordance
with the applicable Servicing Agreement.

       (b) The Master Servicer or the related Servicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for the granting of an
easement thereon in favor of another Person or any alteration or demolition of
the related Mortgaged Property if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be materially adversely
affected thereby. Any fee collected by the Master Servicer or the related
Servicer for processing such a request will be retained by the Master Servicer
or such Servicer as additional servicing compensation.

     Section 9.12. Release of Mortgage Files.

       (a) Upon (i) becoming aware of the payment in full of any Mortgage Loan,
(ii) the receipt by the Master Servicer of a notification that payment in full
has been or will be escrowed in a manner customary for such purposes, or (iii)
in the case of a Mortgage Loan as to which the related Mortgaged Property is
located in California, receipt by the Master Servicer of notification from the
Servicer that the Servicer reasonably expects that payment in full will be
received promptly, the Master Servicer will, or will cause the applicable
Servicer to, promptly notify the Trustee (or the applicable Custodian) by a
certification (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment that are
required to be deposited in the Collection Account maintained by the Master
Servicer pursuant to Section 4.01 have been or will be so deposited) of a
Servicing Officer and shall request the Trustee or the applicable Custodian, to
deliver to the applicable Servicer the related Mortgage File. In lieu of
sending a hard copy certification of a Servicing Officer, the Master Servicer
may, or may cause the Servicer to, deliver the request for release in a
mutually agreeable electronic format. To the extent that such a request, on its
face, originates from a Servicing Officer, no signature shall be required. Upon
receipt of such certification and request, the Trustee or the applicable
Custodian, shall promptly release the related Mortgage File to the applicable
Servicer and neither the Trustee nor the Custodian shall have any further
responsibility with regard to such Mortgage File. The Master Servicer is
authorized, and each




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Servicer, to the extent such authority is delegated to such Servicer by the
Master Servicer under the applicable Servicing Agreement, is authorized, to
give, as agent for the Trustee, as the mortgagee under the Mortgage that
secured the Mortgage Loan, an instrument of satisfaction (or assignment of
mortgage without recourse) regarding the Mortgaged Property subject to the
Mortgage, which instrument of satisfaction or assignment, as the case may be,
shall be delivered to the Person or Persons entitled thereto against receipt
therefor of such payment, it being understood and agreed that no expenses
incurred in connection with such instrument of satisfaction or assignment, as
the case may be, shall be chargeable to the Collection Account.

       (b) From time to time and as appropriate for the servicing or
foreclosure of, or other legal proceedings relating to, any Mortgage Loan and
in accordance with Accepted Servicing Practices and the applicable Servicing
Agreement, the Trustee shall execute such pleadings, request for trustee's sale
or other documents as shall be prepared and furnished to the Trustee by the
Master Servicer, or by a Servicer (in form reasonably acceptable to the
Trustee) and as are necessary to the prosecution of any such proceedings. The
Trustee or the Custodian, shall, upon request of the Master Servicer, or of a
Servicer, and delivery to the Trustee or the applicable Custodian, of a trust
receipt signed by a Servicing Officer substantially in the form annexed hereto
as Exhibit C or in the form annexed to the applicable Custodial Agreement as
Exhibit C, release the related Mortgage File held in its possession or control
to the Master Servicer (or the applicable Servicer). Such trust receipt shall
obligate the Master Servicer or applicable Servicer to return the Mortgage File
to the Trustee or Custodian, as applicable, when the need therefor by the
Master Servicer or applicable Servicer no longer exists unless (i) the Mortgage
Loan shall be liquidated, in which case, upon receipt of a certificate of a
Servicing Officer similar to that herein above specified, the trust receipt
shall be released by the Trustee or the Custodian, as applicable, to the Master
Servicer (or the applicable Servicer) or (ii) the Mortgage File has been
delivered directly or through a Servicer to an attorney, or to a public trustee
or other public official as required by law, for purposes of initiating or
pursuing legal action or other proceedings for the foreclosure of the Mortgaged
Property either judicially or non-judicially, and the Master Servicer has
delivered directly or through a Servicer to the Trustee a certificate of a
Servicing Officer certifying as to the name and address of the Person to which
such Mortgage File or such document was delivered and the purpose or purposes
of such delivery.

     Section 9.13. Documents, Records and Funds in Possession of Master
Servicer To Be Held for Trustee.

       (a) The Master Servicer shall transmit, or cause the applicable Servicer
to transmit, to the Trustee such documents and instruments coming into the
possession of the Master Servicer or such Servicer from time to time as are
required by the terms hereof to be delivered to the Trustee. Any funds received
by the Master Servicer or by a Servicer in respect of any Mortgage Loan or
which otherwise are collected by the Master Servicer or by a Servicer as
Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan
shall be held for the benefit of the Trustee and the Certificateholders subject
to the Master Servicer's right to retain or withdraw from the Collection
Account the Master Servicing Fee and other amounts provided in this Agreement,
and to the right of each Servicer to retain its Servicing Fee and other amounts
as provided in the applicable Servicing Agreement. The Master Servicer shall,
and shall (to the extent provided in the applicable Servicing Agreement) cause
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provide access to information and documentation regarding the Mortgage Loans to
the Trustee, its agents and accountants at any time upon reasonable request and
during normal business hours, and to Certificateholders that are savings and
loan associations, banks or insurance companies, the Office of Thrift
Supervision, the FDIC and the supervisory agents and examiners of such Office
and Corporation or examiners of any other federal or state banking or insurance
regulatory authority if so required by applicable regulations of the Office of
Thrift Supervision or other regulatory authority, such access to be afforded
without charge but only upon reasonable request in writing and during normal
business hours at the offices of the Master Servicer designated by it. In
fulfilling such a request the Master Servicer shall not be responsible for
determining the sufficiency of such information.

       (b) All Mortgage Files and funds collected or held by, or under the
control of, the Master Servicer, or any Servicer, in respect of any Mortgage
Loans, whether from the collection of principal and interest payments or from
Liquidation Proceeds or Insurance Proceeds, shall be held by the Master
Servicer, or by such Servicer, for and on behalf of the Trustee and the
Certificateholders and shall be and remain the sole and exclusive property of
the Trustee; provided, however, that the Master Servicer and each Servicer
shall be entitled to setoff against, and deduct from, any such funds any
amounts that are properly due and payable to the Master Servicer or such
Servicer under this Agreement or the applicable Servicing Agreement and shall
be authorized to remit such funds to the Securities Administrator in accordance
with this Agreement.

       (c) The Master Servicer hereby acknowledges that concurrently with the
execution of this Agreement, the Trustee shall own or, to the extent that a
court of competent jurisdiction shall deem the conveyance of the Mortgage Loans
from the Seller to the Depositor not to constitute a sale, the Trustee shall
have a security interest in the Mortgage Loans and in all Mortgage Files
representing such Mortgage Loans and in all funds now or hereafter held by, or
under the control of, a Servicer or the Master Servicer that are collected by
such Servicer or the Master Servicer in connection with the Mortgage Loans,
whether as scheduled installments of principal and interest or as full or
partial prepayments of principal or interest or as Liquidation Proceeds or
Insurance Proceeds or otherwise, and in all proceeds of the foregoing and
proceeds of proceeds (but excluding any fee or other amounts to which such
Servicer is entitled under the applicable Servicing Agreement, or the Master
Servicer or the Depositor is entitled to hereunder); and the Master Servicer
agrees that so long as the Mortgage Loans are assigned to and held by the
Trustee, all documents or instruments constituting part of the Mortgage Files,
and such funds relating to the Mortgage Loans which come into the possession or
custody of, or which are subject to the control of, the Master Servicer or any
Servicer shall be held by the Master Servicer or such Servicer for and on
behalf of the Trustee as the Trustee's agent and bailee for purposes of
perfecting the Trustee's security interest therein as provided by the
applicable Uniform Commercial Code or other laws.

       (d) The Master Servicer agrees that it shall not, and shall not authorize
any Servicer to, create, incur or subject any Mortgage Loans, or any funds that
are deposited in any custodial account, Escrow Account or the Collection
Account, or any funds that otherwise are or may become due or payable to the
Trustee, to any claim, lien, security interest, judgment, levy, writ of
attachment or other encumbrance, nor assert by legal action or otherwise any
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right of setoff against any Mortgage Loan or any funds collected on, or in
connection with, a Mortgage Loan.

     Section 9.14. Representations and Warranties of the Master Servicer.

       (a) The Master Servicer hereby represents and warrants to the Depositor,
the Securities Administrator and the Trustee, for the benefit of the
Certificateholders and the Certificate Insurer, as of the Closing Date that:

          (1) it is validly existing and in good standing under the
     jurisdiction of its formation, and as Master Servicer has full power and
     authority to transact any and all business contemplated by this Agreement
     and to execute, deliver and comply with its obligations under the terms of
     this Agreement, the execution, delivery and performance of which have been
     duly authorized by all necessary corporate action on the part of the
     Master Servicer;

          (2) the execution and delivery of this Agreement by the Master
     Servicer and its performance and compliance with the terms of this
     Agreement will not (A) violate the Master Servicer's charter or bylaws,
     (B) violate any law or regulation or any administrative decree or order to
     which it is subject or (C) constitute a default (or an event which, with
     notice or lapse of time, or both, would constitute a default) under, or
     result in the breach of, any material contract, agreement or other
     instrument to which the Master Servicer is a party or by which it is bound
     or to which any of its assets are subject, which violation, default or
     breach would materially and adversely affect the Master Servicer's ability
     to perform its obligations under this Agreement;

          (3) this Agreement constitutes, assuming due authorization, execution
     and delivery hereof by the other respective parties hereto, a legal, valid
     and binding obligation of the Master Servicer, enforceable against it in
     accordance with the terms hereof, except as such enforcement may be
     limited by bankruptcy, insolvency, reorganization, moratorium and other
     laws affecting the enforcement of creditors' rights in general, and by
     general equity principles (regardless of whether such enforcement is
     considered in a proceeding in equity or at law);

          (4) the Master Servicer is not in default with respect to any order
     or decree of any court or any order or regulation of any federal, state,
     municipal or governmental agency to the extent that any such default would
     materially and adversely affect its performance hereunder;

          (5) the Master Servicer is not a party to or bound by any agreement
     or instrument or subject to any charter provision, bylaw or any other
     corporate restriction or any judgment, order, writ, injunction, decree,
     law or regulation that may materially and adversely affect its ability as
     Master Servicer to perform its obligations under this Agreement or that
     requires the consent of any third person to the execution of this
     Agreement or the performance by the Master Servicer of its obligations
     under this Agreement;



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          (6) no litigation is pending or, to the best of the Master Servicer's
     knowledge, threatened against the Master Servicer which would prohibit its
     entering into this Agreement or performing its obligations under this
     Agreement;

          (7) the Master Servicer, or an affiliate thereof the primary business
     of which is the servicing of conventional residential mortgage loans, is
     an FNMA- and FHLMC approved seller/servicer;

          (8) no consent, approval, authorization or order of any court or
     governmental agency or body is required for the execution, delivery and
     performance by the Master Servicer of or compliance by the Master Servicer
     with this Agreement or the consummation of the transactions contemplated
     by this Agreement, except for such consents, approvals, authorizations and
     orders (if any) as have been obtained;

          (9) the consummation of the transactions contemplated by this
     Agreement are in the ordinary course of business of the Master Servicer;
     and

          (10) the Master Servicer has obtained an Errors and Omissions
     Insurance Policy and a Fidelity Bond in accordance with Section 9.02, each
     of which is in full force and effect, and each of which provides at least
     such coverage as is required hereunder.

       (b) It is understood and agreed that the representations and warranties
set forth in this Section 9.14 shall survive the execution and delivery of this
Agreement. The Master Servicer shall indemnify the Depositor, the Securities
Administrator and the Trustee and hold them harmless against any loss, damages,
penalties, fines, forfeitures, legal fees and related costs, judgments, and
other costs and expenses resulting from any claim, demand, defense or assertion
based on or grounded upon, or resulting from, a breach of the Master Servicer's
representations and warranties contained in Section 9.14(a). Notwithstanding
anything in this Agreement to the contrary, the Master Servicer shall not be
liable for special, indirect or consequential losses or damages of any kind
whatsoever (including, but not limited to, lost profits). It is understood and
agreed that the enforcement of the obligation of the Master Servicer set forth
in this Section to indemnify the Depositor, the Trustee and the Securities
Administrator as provided in this Section constitutes the sole remedy (other
than as set forth in Section 6.14) of the Depositor, the Securities
Administrator and the Trustee, respecting a breach of the foregoing
representations and warranties. Such indemnification shall survive any
termination of the Master Servicer as Master Servicer hereunder, and any
termination of this Agreement.

     Any cause of action against the Master Servicer relating to or arising out
of the breach of any representations and warranties made in this Section shall
accrue upon discovery of such breach by either the Depositor, the Master
Servicer, the Trustee or the Certificate Insurer or notice thereof by any one
of such parties to the other parties.

       (c) It is understood and agreed that the representations and warranties
of the Depositor set forth in Sections 2.03(a) through (f) shall survive the
execution and delivery of this Agreement. The Depositor shall indemnify the
Master Servicer and hold it harmless against any loss, damages, penalties,
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costs and expenses resulting from any claim, demand, defense or assertion based
on or grounded upon, or resulting from, a breach of the Depositor's
representations and warranties contained in Sections 2.03(a) through (f)
hereof. It is understood and agreed that the enforcement of the obligation of
the Depositor set forth in this Section to indemnify the Master Servicer as
provided in this Section constitutes the sole remedy of the Master Servicer
respecting a breach by the Depositor of the representations and warranties in
Sections 2.03(a) through (f) hereof.

     Any cause of action against the Depositor relating to or arising out of
the breach of the representations and warranties made in Sections 2.03(a)
through (f) hereof shall accrue upon discovery of such breach by either the
Depositor or the Master Servicer or notice thereof by any one of such parties
to the other parties.

     Section 9.15. Closing Certificate and Opinion. On or before the Closing
Date, the Master Servicer shall cause to be delivered to the Depositor and
Lehman Brothers Inc. an Opinion of Counsel, dated the Closing Date, in form and
substance reasonably satisfactory to the Depositor and Lehman Brothers Inc., as
to the due authorization, execution and delivery of this Agreement by the
Master Servicer and the enforceability thereof.

     Section 9.16. Standard Hazard and Flood Insurance Policies. For each
Mortgage Loan (other than a Cooperative Loan), the Master Servicer shall
maintain, or cause to be maintained by each Servicer, standard fire and
casualty insurance and, where applicable, flood insurance, all in accordance
with the provisions of this Agreement and the related Servicing Agreement, as
applicable. It is understood and agreed that such insurance shall be with
insurers meeting the eligibility requirements set forth in the applicable
Servicing Agreement and that no earthquake or other additional insurance is to
be required of any Mortgagor or to be maintained on property acquired in
respect of a defaulted loan, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance.

     Pursuant to Section 4.01, any amounts collected by the Master Servicer, or
by any Servicer, under any insurance policies maintained pursuant to this
Section 9.16 (other than amounts to be applied to the restoration or repair of
the property subject to the related Mortgage or released to the Mortgagor in
accordance with the Master Servicer's or the Servicer's normal servicing
procedures and Accepted Servicing Practices) shall be deposited into the
Collection Account, subject to withdrawal pursuant to Section 4.02. Any cost
incurred by the Master Servicer or any Servicer in maintaining any such
insurance if the Mortgagor defaults in its obligation to do so shall be added
to the amount owing under the Mortgage Loan where the terms of the Mortgage
Loan so permit; provided, however, that the addition of any such cost shall not
be taken into account for purposes of calculating the distributions to be made
to Certificateholders and shall be recoverable by the Master Servicer or such
Servicer pursuant to Section 4.02(v).

     Section 9.17. Presentment of Claims and Collection of Proceeds. The Master
Servicer shall, or shall cause each Servicer (to the extent provided in the
applicable Servicing Agreement) to, prepare and present on behalf of the
Trustee and the Certificateholders all claims under the Insurance Policies with
respect to the Mortgage Loans, and take such actions (including the
negotiation, settlement, compromise or enforcement of the insured's claim) as
shall be necessary to realize recovery under such policies. Any proceeds
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disbursed to a Servicer and remitted to the Master Servicer) in respect of such
policies or bonds shall be promptly deposited in the Collection Account upon
receipt, except that any amounts realized that are to be applied to the repair
or restoration of the related Mortgaged Property or released to the Mortgagor
in accordance with the Master Servicer's or the Servicer's normal servicing
procedures need not be so deposited (or remitted).

     Section 9.18. Maintenance of the Primary Mortgage Insurance Policies.

       (a) The Master Servicer shall not take, or knowingly permit any Servicer
(consistent with the applicable Servicing Agreement) to take, any action that
would result in non-coverage under any applicable Primary Mortgage Insurance
Policy of any loss which, but for the actions of such Master Servicer or
Servicer, would have been covered thereunder. To the extent that coverage is
available, the Master Servicer shall use its best reasonable efforts to keep in
force and effect, or to cause each Servicer to keep in force and effect (to the
extent that the Mortgage Loan requires the Mortgagor to maintain such
insurance), primary mortgage insurance (including the Pool PMI Policy)
applicable to each Mortgage Loan in accordance with the provisions of this
Agreement and the related Servicing Agreement, as applicable. The Master
Servicer shall not, and shall not permit any Servicer to, cancel or refuse to
renew any such Primary Mortgage Insurance Policy (including the Pool PMI
Policy) that is in effect at the date of the initial issuance of the
Certificates and is required to be kept in force hereunder except as required
by applicable law or in accordance with the provisions of this Agreement and
the related Servicing Agreement, as applicable.

       (b) The Master Servicer agrees to present, or to cause each Servicer to
present, on behalf of the Trustee and the Certificateholders, claims to the
insurer under any Primary Mortgage Insurance Policies (including the Pool PMI
Policy) and, in this regard, to take such reasonable action as shall be
necessary to permit recovery under any Primary Mortgage Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section 4.01, any amounts
collected by the Master Servicer or any Servicer under any Primary Mortgage
Insurance Policies shall be deposited in the Collection Account, subject to
withdrawal pursuant to Section 4.02. Neither the Securities Administrator nor
the Trustee will have any obligation for the enforcement of the Pool PMI Policy
nor the filing of claims thereunder, and the Securities Administrator's
obligation will be limited to the calculation and payment of the monthly
premium for the Pool PMI Policy from funds on deposit in the Securities
Administrator Account and the providing of certain loan-level information
concerning the covered Mortgage Loans as requested by GEMICO.

     Section 9.19. Trustee To Retain Possession of Certain Insurance Policies
and Documents. The Trustee (or its custodian, if any, as directed by the
Trustee), shall retain possession and custody of the originals of the Primary
Mortgage Insurance Policies or certificate of insurance if applicable and any
certificates of renewal as to the foregoing as may be issued from time to time
as contemplated by this Agreement. Until all amounts distributable in respect
of the Certificates have been distributed in full and the Master Servicer
otherwise has fulfilled its obligations under this Agreement, the Trustee (or
its custodian, if any, as directed by the Trustee) shall also retain possession
and custody of each Mortgage File in accordance with and subject to the terms
and conditions of this Agreement. The Master Servicer shall promptly deliver or
cause to be delivered to the Trustee (or its custodian, if any, as directed by
the Trustee), upon the



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execution or receipt thereof the originals of the Primary Mortgage Insurance
Policies and any certificates of renewal thereof, and such other documents or
instruments that constitute portions of the Mortgage File that come into the
possession of the Master Servicer from time to time.

     Section 9.20. Realization Upon Defaulted Mortgage Loans. The Master
Servicer shall use its reasonable best efforts to, or to cause each Servicer
to, foreclose upon, repossess or otherwise comparably convert the ownership of
Mortgaged Properties securing such of the Mortgage Loans as come into and
continue in default and as to which no satisfactory arrangements can be made
for collection of delinquent payments, all in accordance with the applicable
Servicing Agreement. Alternatively, the Master Servicer may take, or authorize
any Servicer to take, other actions in respect of a defaulted Mortgage Loan,
which may include (i) accepting a short sale (a payoff of the Mortgage Loan for
an amount less than the total amount contractually owed in order to facilitate
a sale of the Mortgaged Property by the Mortgagor) or permitting a short
refinancing (a payoff of the Mortgage Loan for an amount less than the total
amount contractually owed in order to facilitate refinancing transactions by
the Mortgagor not involving a sale of the Mortgaged Property), (ii) arranging
for a repayment plan or (iii) agreeing to a modification in accordance with
Section 9.04. In connection with such foreclosure or other conversion or
action, the Master Servicer shall, consistent with Section 9.18, follow such
practices and procedures as it shall reasonably determine to be in the best
interests of the Trust Fund and the Certificateholders and which shall be
consistent with its customary practices in performing its general mortgage
servicing activities; provided that the Master Servicer shall not be liable in
any respect hereunder if the Master Servicer is acting in connection with any
such foreclosure or other conversion or action in a manner that is consistent
with the provisions of this Agreement. Neither the Master Servicer, nor any
Servicer, shall be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or toward the correction of any default on a related senior
mortgage loan, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to the Certificateholders after
reimbursement to itself for such expenses or charges and (ii) that such
expenses and charges will be recoverable to it through Liquidation Proceeds or
Insurance Proceeds (as provided in Section 4.02).

     Section 9.21. Compensation to the Master Servicer. The Master Servicer
shall be entitled to withdraw from the Collection Account, subject to Section
5.05, the Master Servicing Fee to the extent permitted by Section 4.02(vi).
Servicing compensation in the form of assumption fees, if any, late payment
charges, as collected, if any, or otherwise (including any Prepayment Penalty
Amount) shall be retained by the Master Servicer (or the applicable Servicer)
and shall not be deposited in the Collection Account. If the Master Servicer
does not retain or withdraw the Master Servicing Fee from the Collection
Account as provided herein, the Master Servicer shall be entitled to direct the
Trustee to pay the Master Servicing Fee to such Master Servicer by withdrawal
from the Certificate Account. The Master Servicer shall be required to pay all
expenses incurred by it in connection with its activities hereunder and shall
not be entitled to reimbursement therefor except as provided in this Agreement.
Pursuant to Section 4.01(e), all income and gain realized from any investment
of funds in the Collection Account shall be for the benefit of the Master
Servicer as additional compensation. The provisions of this Section 9.21 are
subject to the provisions of Section 6.14(b).



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     Section 9.22. REO Property.

       (a) In the event the Trust Fund acquires ownership of any REO Property in
respect of any Mortgage Loan, the deed or certificate of sale shall be issued
to the Trustee, or to its nominee, on behalf of the Certificateholders. The
Master Servicer shall use its reasonable best efforts to sell, or, to the
extent provided in the applicable Servicing Agreement, cause the applicable
Servicer to sell, any REO Property as expeditiously as possible and in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable, but in all events within the time period, and subject
to the conditions set forth in Article X hereof. Pursuant to its efforts to
sell such REO Property, the Master Servicer shall protect and conserve, or
cause the applicable Servicer to protect and conserve, such REO Property in the
manner and to such extent required by the applicable Servicing Agreement,
subject to Article X hereof.

       (b) The Master Servicer shall deposit or cause to be deposited all funds
collected and received by it, or recovered from any Servicer, in connection
with the operation of any REO Property in the Collection Account.

       (c) The Master Servicer and the applicable Servicer, upon the final
disposition of any REO Property, shall be entitled to reimbursement for any
related unreimbursed Advances as well as any unpaid Master Servicing Fees or
Servicing Fees from Liquidation Proceeds received in connection with the final
disposition of such REO Property; provided, that any such unreimbursed Advances
as well as any unpaid Master Servicing Fees or Servicing Fees may be reimbursed
or paid, as the case may be, prior to final disposition, out of any net rental
income or other net amounts derived from such REO Property.

       (d) The Liquidation Proceeds from the final disposition of the REO
Property, net of any payment to the Master Servicer and the applicable Servicer
as provided above, shall be deposited in the Collection Account on or prior to
the Determination Date in the month following receipt thereof (and the Master
Servicer shall provide prompt written notice to the Trustee upon such deposit)
and be remitted by wire transfer in immediately available funds to the Trustee
for deposit into the Certificate Account on the next succeeding Deposit Date.

     Section 9.23. [Omitted]

     Section 9.24. Reports to the Trustee.

       (a) Not later than 30 days after each Distribution Date, the Master
Servicer shall forward to the Trustee a statement, deemed to have been
certified by a Servicing Officer, setting forth the status of the Collection
Account maintained by the Master Servicer as of the close of business on the
related Distribution Date, indicating that all distributions required by this
Agreement to be made by the Master Servicer have been made (or if any required
distribution has not been made by the Master Servicer, specifying the nature
and status thereof) and showing, for the period covered by such statement, the
aggregate of deposits into and withdrawals from the Collection Account
maintained by the Master Servicer. Copies of such statement shall be provided
by the Master Servicer to the Depositor, Attention: Contract Finance, and, upon
request, any Certificateholders (or by the Trustee at the Master Servicer's
expense if the Master Servicer shall fail to provide such copies (unless (i) the
 Master Servicer shall have failed to




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provide the Trustee with such statement or (ii) the Trustee shall be unaware of
the Master Servicer's failure to provide such statement)).

       (b) Not later than two Business Days following each Distribution Date,
the Master Servicer shall deliver to the Person designated by the Depositor, in
a format consistent with other electronic loan level reporting supplied by the
Master Servicer in connection with similar transactions, "loan level"
information with respect to the Mortgage Loans as of the related Determination
Date, to the extent that such information has been provided to the Master
Servicer by the Servicers or by the Depositor.

     Section 9.25. Annual Officer's Certificate as to Compliance.

       (a) The Master Servicer shall deliver to the Trustee, the Rating Agencies
and the Certificate Insurer on or before August 31 of each year, commencing on
August 31, 2002, an Officer's Certificate, certifying that with respect to the
period ending on the immediately preceding December 31; (i) such Servicing
Officer has reviewed the activities of such Master Servicer during the
preceding calendar year or portion thereof and its performance under this
Agreement; (ii) to the best of such Servicing Officer's knowledge, based on
such review, such Master Servicer has performed and fulfilled its duties,
responsibilities and obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such duties, responsibilities or obligations, specifying each such default
known to such Servicing Officer and the nature and status thereof, (iii)
nothing has come to the attention of such Servicing Officer to lead such
Servicing Officer to believe that any Servicer has failed to perform any of its
duties, responsibilities and obligations under its Servicing Agreement in all
material respects throughout such year, or, if there has been a material
default in the performance or fulfillment of any such duties, responsibilities
or obligations, specifying each such default known to such Servicing Officer
and the nature and status thereof, and (iv) the Master Servicer has received
from each Servicer such Servicer's annual certificate of compliance and a copy
of such Servicer's annual audit report, in each case to the extent required
under the applicable Servicing Agreement, or, if any such certificate or report
has not been received by the Master Servicer, the Master Servicer is using its
best reasonable efforts to obtain such certificate or report.

       (b) Copies of such statements shall be provided to any Certificateholder
upon request, by the Master Servicer or by the Trustee at the Master Servicer's
expense if the Master Servicer failed to provide such copies (unless (i) the
Master Servicer shall have failed to provide the Trustee with such statement or
(ii) the Trustee shall be unaware of the Master Servicer's failure to provide
such statement).

     Section 9.26. Annual Independent Accountants' Servicing Report. If the
Master Servicer has, during the course of any fiscal year, directly serviced
any of the Mortgage Loans, then the Master Servicer at its expense shall cause
a nationally recognized firm of independent certified public accountants to
furnish a statement to the Trustee, the Certificate Insurer, the Rating
Agencies and the Depositor on or before August 31 of each year, commencing on
August 31, 2002, to the effect that, with respect to the most recently ended
fiscal year, such firm has examined certain records and documents relating to
the Master Servicer's performance of its servicing obligations under this
Agreement and pooling and servicing and trust agreements in




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material respects similar to this Agreement and to each other and that, on the
basis of such examination conducted substantially in compliance with the audit
program for mortgages serviced for FHLMC or the Uniform Single Attestation
Program for Mortgage Bankers, such firm is of the opinion that the Master
Servicer's activities have been conducted in compliance with this Agreement, or
that such examination has disclosed no material items of noncompliance except
for (i) such exceptions as such firm believes to be immaterial, (ii) such other
exceptions as are set forth in such statement and (iii) such exceptions that
the Uniform Single Attestation Program for Mortgage Bankers or the Audit
Program for Mortgages Serviced by FHLMC requires it to report. Copies of such
statements shall be provided to any Certificateholder upon request by the
Master Servicer, or by the Trustee at the expense of the Master Servicer if the
Master Servicer shall fail to provide such copies. If such report discloses
exceptions that are material, the Master Servicer shall advise the Trustee
whether such exceptions have been or are susceptible of cure, and will take
prompt action to do so.

     Section 9.27. Merger or Consolidation. Any Person into which the Master
Servicer may be merged or consolidated, or any Person resulting from any
merger, conversion, other change in form or consolidation to which the Master
Servicer shall be a party, or any Person succeeding to the business of the
Master Servicer, shall be the successor to the Master 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 resulting Person to the Master
Servicer shall be a Person that shall be qualified and approved to service
mortgage loans for FNMA or FHLMC and shall have a net worth of not less than
$15,000,000.

     Section 9.28. Resignation of Master Servicer. Except as otherwise provided
in Sections 9.27 and 9.29 hereof, the Master Servicer shall not resign from the
obligations and duties hereby imposed on it unless it, the Trustee or the
Securities Administrator determines that the Master Servicer's duties hereunder
are no longer permissible under applicable law or are in material conflict by
reason of applicable law with any other activities carried on by it and cannot
be cured. Any such determination permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Counsel that shall be Independent
to such effect delivered to the Trustee and the Securities Administrator. In
the event such determination of ineligibility of the Master Servicer to
continue in the capacity of master servicer is made by the Master Servicer or
the Trustee, no such resignation shall become effective until a period of time
not to exceed ninety days after the Securities Administrator receives written
notice thereof from the Trustee and until the Securities Administrator shall
have assumed, or a successor master servicer shall have been appointed by the
Trustee and until such successor shall have assumed, the Master Servicer's
responsibilities and obligations under this Agreement. Notice of such
resignation shall be given promptly by the Master Servicer to the Depositor.

     Section 9.29. Assignment or Delegation of Duties by the Master Servicer.
Except as expressly provided herein, the Master Servicer shall not assign or
transfer any of its rights, benefits or privileges hereunder to any other
Person, or delegate to or subcontract with, or authorize or appoint any other
Person to perform any of the duties, covenants or obligations to be performed
by the Master Servicer hereunder; provided, however, that the Master Servicer
shall have the right without the prior written consent of the Trustee, the
Securities Administrator, the Depositor or the Rating Agencies to delegate or
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appoint an Affiliate of the Master Servicer to perform and carry out any
duties, covenants or obligations to be performed and carried out by the Master
Servicer hereunder. In no case, however, shall any such delegation,
subcontracting or assignment to an Affiliate of the Master Servicer relieve the
Master Servicer of any liability hereunder. Notice of such permitted assignment
shall be given promptly by the Master Servicer to the Depositor, the Trustee
and the Securities Administrator. If, pursuant to any provision hereof, the
duties of the Master Servicer are transferred to a successor master servicer,
the entire amount of the Master Servicing Fees and other compensation payable
to the Master Servicer pursuant hereto, including amounts payable to or
permitted to be retained or withdrawn by the Master Servicer pursuant to
Section 9.21 hereof, shall thereafter be payable to such successor master
servicer.

     Section 9.30. Limitation on Liability of the Master Servicer and Others.
Neither the Master Servicer nor any of the directors, officers, employees or
agents of the Master Servicer shall be under any liability to the Trustee or
the Certificateholders 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 Master
Servicer or any such person against any liability that would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence in its
performance of its duties or by reason of reckless disregard for its
obligations and duties under this Agreement. The Master Servicer and any
director, officer, employee or agent of the Master Servicer shall be entitled
to indemnification by the Trust Fund and will be held harmless against any
loss, liability or expense incurred in connection with any legal action
relating to this Agreement or the Certificates other than any loss, liability
or expense incurred by reason of willful misfeasance, bad faith or negligence
in the performance of his or its duties hereunder or by reason of reckless
disregard of his or its obligations and duties hereunder. The Master Servicer
and any director, officer, employee or agent of the Master 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 Master
Servicer shall be under no obligation to appear in, prosecute or defend any
legal action that is not incidental to its duties to master service the
Mortgage Loans in accordance with this Agreement and that in its opinion may
involve it in any expenses or liability; provided, however, that the Master
Servicer may in its sole discretion undertake any such action that it may deem
necessary or desirable in respect to this Agreement and the rights and duties
of the parties hereto and the interests of the Certificateholders hereunder. In
such event, the legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust Fund
and the Master Servicer shall be entitled to be reimbursed therefore out of the
Collection Account it maintains as provided by Section 4.02. Notwithstanding
anything herein to the contrary, the Master Servicing shall have no liability
for the servicing of the Additional Collateral including, without limitation
the perfection, continuation, partial release, release, termination,
realization upon, substitution, foreclosure, sale, or any other matter with
respect to Additional Collateral or the enforcement of the Additional
Collateral Servicing Agreement.

     Section 9.31. Indemnification; Third-Party Claims. The Master Servicer
agrees to indemnify the Depositor, the Securities Administrator and the
Trustee, and hold them harmless against any and all claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments, and any other
costs, liability, fees and expenses that the Depositor, the Securities
Administrator and the Trustee may sustain as a result of the failure of the
Master Servicer to perform its duties and master service the Mortgage Loans in
compliance with the terms of this



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Agreement. The Depositor, the Securities Administrator and the Trustee shall
immediately notify the Master Servicer if a claim is made by a third party with
respect to this Agreement or the Mortgage Loans entitling the Depositor, the
Securities Administrator or the Trustee to indemnification hereunder, whereupon
the Master Servicer shall assume the defense of any such claim and pay all
expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it or
them in respect of such claim.

                                   ARTICLE X

                              REMIC ADMINISTRATION

     Section 10.01. REMIC Administration.

       (a) As set forth in the Preliminary Statement hereto, the Trustee shall
elect REMIC status in accordance with the REMIC Provisions with respect to each
of the Lower Tier REMIC and the Upper Tier REMIC. The Trustee shall make such
elections on Forms 1066 or other appropriate federal tax or information return
for the taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of such elections, each of the Lower
Tier Interests, other than the Class LT-R Interest, is hereby designated as a
regular interest in the Lower Tier REMIC, and each Certificate, other than the
Class R Certificate, is hereby designated as a regular interest in the Upper
Tier REMIC. The Class LT-R Interest is hereby designated as the sole residual
interest in the Lower Tier REMIC. The Class R Certificate evidences ownership
of the Class LT-R Interest and is also hereby designated as the sole residual
interest in the Upper Tier REMIC.

       (b) The Closing Date is hereby designated as the "Startup Day" of each
REMIC within the meaning of section 86OG(a)(9) of the Code. The latest possible
maturity date for purposes of Treasury Regulation 1.86OG-1(a)(4) will be the
Latest Possible Maturity Date.

       (c) The Securities Administrator shall pay any and all tax related
expenses (not including taxes) of each REMIC, including but not limited to any
professional fees or expenses related to audits or any administrative or
judicial proceedings with respect to such REMIC that involve the Internal
Revenue Service or state tax authorities, but only to the extent that (i) such
expenses are ordinary or routine expenses, including expenses of a routine
audit but not expenses of litigation (except as described in (ii)); or (ii)
such expenses or liabilities (including taxes and penalties) are attributable
to the negligence or willful misconduct of the Securities Administrator in
fulfilling its duties hereunder (including its duties as tax return preparer).
The Securities Administrator shall be entitled to reimbursement of expenses to
the extent provided in clause (i) above from the Securities Administrator
Account.

       (d) The Securities Administrator shall prepare and file, and the Trustee
shall sign, all of each REMIC's federal and state tax and information returns
as such REMIC's direct representative. The expenses of preparing and filing
such returns shall be borne by the Securities Administrator. If any
Disqualified Organization acquires any Ownership Interest in a Residual
Certificate, then the Securities Administrator will upon request provide to the
Internal Revenue Service, and to the persons specified in Sections 860E(e)(3)
and (6) of the Code, such



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information as required in Section 860D(a)(6)(B) of the code needed to compute
the tax imposed under Section 860E(e) of the Code on transfers of residual
interests to disqualified organizations. The Securities Administrator shall be
entitled to additional compensation from such person for the cost of providing
such information.

      (e) The Securities Administrator shall perform on behalf of each REMIC all
reporting and other tax compliance duties that are the responsibility of such
REMIC under the Code, the REMIC Provisions, or other compliance guidance issued
by the Internal Revenue Service or any state or local taxing authority. Among
its other duties, if required by the Code, the REMIC Provisions, or other such
guidance, the Securities Administrator shall provide (i) to the Treasury or
other governmental authority such information as is necessary for the
application of any tax relating to the transfer of a Residual Certificate to
any disqualified person or organization and (ii) to the Trustee such
information as is necessary for the Trustee to provide to the
Certificateholders such information or reports as are required by the Code or
REMIC Provisions.

       (f) The Trustee, the Securities Administrator, the Master Servicer and
the Holders of Certificates shall take any action or cause the REMIC to take
any action necessary to create or maintain the status of such REMIC as a REMIC
under the REMIC Provisions and shall assist each other as necessary to create
or maintain such status. Neither the Trustee, the Securities Administrator, the
Master Servicer nor the Holder of any Residual Certificate shall knowingly take
any action, cause the REMIC to take any action or fail to take (or fail to
cause to be taken) any action that, under the REMIC Provisions, if taken or not
taken, as the case may be, could (i) endanger the status of such REMIC as a
REMIC or (ii) result in the imposition of a tax upon such REMIC (including but
not limited to the tax on prohibited transactions as defined in Code Section
860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d)
of the Code) (either such event, an "Adverse REMIC Event") unless the Trustee,
the Securities Administrator and the Master Servicer have received an Opinion
of Counsel (at the expense of the party seeking to take such action) to the
effect that the contemplated action will not endanger such status or result in
the imposition of such a tax. In addition, prior to taking any action with
respect to the REMIC or the assets therein, or causing such REMIC to take any
action, which is not expressly permitted under the terms of this Agreement any
Holder of a Residual Certificate will consult with the Trustee, the Securities
Administrator, and the Master Servicer, or their respective designees, in
writing, with respect to whether such action could cause an Adverse REMIC Event
to occur with respect to such REMIC, and no such Person shall take any such
action or cause such REMIC to take any such action as to which the Trustee, the
Securities Administrator or the Master Servicer has advised it in writing that
an Adverse REMIC Event could occur.

       (g) Each Holder of a Residual Certificate shall pay when due any and all
taxes imposed on the related REMIC by federal or state governmental
authorities. To the extent that such Trust taxes are not paid by a Residual
Certificateholder, the Trustee shall pay any remaining REMIC taxes out of
current or future amounts otherwise distributable to the Holder of the Residual
Certificate in such REMIC or, if no such amounts are available, out of other
amounts held in the Collection Account, and shall reduce amounts otherwise
payable to holders of regular interests in such REMIC, as the case may be.



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       (h) The Securities Administrator shall, for federal income tax purposes,
maintain books and records with respect to each REMIC on a calendar year and on
an accrual basis.

       (i) No additional contributions of assets shall be made to any REMIC,
except as expressly provided in this Agreement with respect to eligible
substitute mortgage loans.

       (j) Neither the Securities Administrator nor the Master Servicer shall
enter into any arrangement by which any REMIC will receive a fee or other
compensation for services.

       (k) Upon the request of any Rating Agency, the Trustee or the Securities
Administrator shall deliver to such Rating Agency an Officer's Certificate
stating the Trustee's compliance with the provisions of this Section 10.01
applicable to it.

     Section 10.02. Prohibited Transactions and Activities. Neither the
Depositor, the Master Servicer nor the Trustee shall sell, dispose of, or
substitute for any of the Mortgage Loans, except in a disposition pursuant to
(i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of each REMIC pursuant to Article VII of this Agreement,
(iv) a substitution pursuant to Article II of this Agreement or (v) a
repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor
acquire any assets for any REMIC, nor sell or dispose of any investments in the
Certificate Account for gain, nor accept any contributions to the REMIC after
the Closing Date, unless it has received an Opinion of Counsel (at the expense
of the party causing such sale, disposition, or substitution) that such
disposition, acquisition, substitution, or acceptance will not (a) affect
adversely the status of such REMIC as a REMIC or of the Certificates other than
the Residual Certificates as the regular interests therein, (b) affect the
distribution of interest or principal on the Certificates, (c) result in the
encumbrance of the assets transferred or assigned to the Trust Fund (except
pursuant to the provisions of this Agreement) or (d) cause such REMIC to be
subject to a tax on prohibited transactions or prohibited contributions
pursuant to the REMIC Provisions.

     Section 10.03. Indemnification with Respect to Certain Taxes and Loss of
REMIC Status. In the event that a REMIC fails to qualify as a REMIC, loses its
status as a REMIC, or incurs federal, state or local taxes as a result of a
prohibited transaction or prohibited contribution under the REMIC Provisions
due to the negligent performance by the Trustee or the Securities
Administrator, as applicable, of its duties and obligations set forth herein,
the Trustee or the Securities Administrator, as applicable, shall indemnify the
Holder of the Residual Certificate against any and all losses, claims, damages,
liabilities or expenses ("Losses") resulting from such negligence; provided,
however, that neither the Trustee nor the Securities Administrator, as
applicable, shall be liable for any such Losses attributable to the action or
inaction of the Master Servicer, the Depositor, or the Holder of such Residual
Certificate, as applicable, or for any such Losses resulting from
misinformation provided by the Holder of such Residual Certificate on which the
Trustee or the Securities Administrator, as applicable, has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies of
the Holder of such Residual Certificate now or hereafter existing at law or in
equity. Notwithstanding the foregoing, however, in no event shall the Trustee
or the Securities Administrator, as applicable, have any liability (1) for any
action or omission that is taken in accordance with and in compliance with the
express terms of, or which is expressly permitted by the terms of, this
Agreement, (2) for any



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Losses other than arising out of a negligent performance by the Trustee or the
Securities Administrator of, as applicable, its duties and obligations set
forth herein, and (3) for any special or consequential damages to
Certificateholders (in addition to payment of principal and interest on the
Certificates). In addition, neither the Trustee nor the Securities
Administrator shall have any liability for the actions or failure to act of the
other.

     Section 10.04. REO Property.

        (a) Notwithstanding any other provision of this Agreement, the Master
Servicer, acting on behalf of the Trustee hereunder, shall not (except to the
extent provided in the applicable Servicing Agreement) permit any Servicer to,
rent, lease, or otherwise earn income on behalf of any REMIC with respect to
any REO Property which might cause such REO Property to fail to qualify as
"foreclosure" property within the meaning of section 860G(a)(8) of the Code or
result in the receipt by any REMIC of any "income from non-permitted assets"
within the meaning of section 860F(a)(2) of the Code or any "net income from
foreclosure property" which is subject to tax under the REMIC Provisions unless
the Master Servicer has advised, or has caused the applicable Servicer to
advise, the Trustee in writing to the effect that, under the REMIC Provisions,
such action would not adversely affect the status of the REMIC as a REMIC and
any income generated for such REMIC by the REO Property would not result in the
imposition of a tax upon such REMIC.

       (b) The Master Servicer shall make, or shall cause the applicable
Servicer to make, reasonable efforts to sell any REO Property for its fair
market value. In any event, however, the Master Servicer shall, or shall cause
the applicable Servicer to, dispose of any REO Property within three years from
the end of the calendar year of its acquisition by the Trust Fund unless the
Trustee has received a grant of extension from the Internal Revenue Service to
the effect that, under the REMIC Provisions and any relevant proposed
legislation and under applicable state law, the REMIC may hold REO Property for
a longer period without adversely affecting the REMIC status of such REMIC or
causing the imposition of a Federal or state tax upon such REMIC. If the
Trustee has received such an extension, then (a) the Trustee shall provide a
copy of such extension to the Master Servicer and the Securities Administrator
and (b) the Trustee, or the Master Servicer, acting on its behalf hereunder,
shall, or shall cause the applicable Servicer to, continue to attempt to sell
the REO Property for its fair market value for such period longer than three
years as such extension permits (the "Extended Period"). If the Trustee has not
received such an extension and the Trustee, or the Master Servicer acting on
behalf of the Trustee hereunder, or the applicable Servicer is unable to sell
the REO Property within 33 months after its acquisition by the Trust Fund or if
the Trustee has received such an extension, and the Trustee, or the Master
Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO
Property within the period ending three months before the close of the Extended
Period, the Master Servicer shall, or shall cause the applicable Servicer to,
before the end of the three year period or the Extended Period, as applicable,
(i) purchase such REO Property at a price equal to the REO Property's fair
market value or (ii) auction the REO Property to the highest bidder (which may
be the Master Servicer) in an auction reasonably designed to produce a fair
price prior to the expiration of the three-year period or the Extended Period,
as the case may be.



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                                  ARTICLE XI

                            MISCELLANEOUS PROVISIONS

     Section 11.01. Binding Nature of Agreement; Assignment. This Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns.

     Section 11.02. Entire Agreement. This Agreement contains the entire
agreement and understanding among the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous agreements,
understandings, inducements and conditions, express or implied, oral or
written, of any nature whatsoever with respect to the subject matter hereof.
The express terms hereof control and supersede any course of performance and/or
usage of the trade inconsistent with any of the terms hereof.

     Section 11.03. Amendment.

       (a) This Agreement may be amended from time to time by the Depositor, the
Master Servicer, the Securities Administrator and the Trustee, without notice
to or the consent of any of the Holders, (i) to cure any ambiguity, (ii) to
cause the provisions herein to conform to or be consistent with or in
furtherance of the statements made with respect to the Certificates, the Trust
Fund or this Agreement in any Offering Document; or to correct or supplement
any provision herein which may be inconsistent with any other provisions
herein, (iii) to make any other provisions with respect to matters or questions
arising under this Agreement or (iv) to add, delete, or amend any provisions to
the extent necessary or desirable to comply with any requirements imposed by
the Code and the REMIC Provisions. No such amendment effected pursuant to the
preceding sentence shall, as evidenced by an Opinion of Counsel, adversely
affect the status of any REMIC created pursuant to this Agreement, nor shall
such amendment effected pursuant to clause (iii) of such sentence adversely
affect in any material respect the interests of any Holder (without regard to
the Class A4 Certificate Insurance Policy or the Class 3-A5 Certificate
Insurance Policy). Prior to entering into any amendment without the consent of
Holders pursuant to this paragraph, the Trustee may require an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect
that such amendment is permitted under this paragraph. Any such amendment shall
be deemed not to adversely affect in any material respect any Holder if the
Trustee receives written confirmation from each Rating Agency that such
amendment will not cause such Rating Agency to reduce, qualify or withdraw the
then current rating assigned to the Certificates (in the case of the Class A4
Certificates determined without regard to the Class A4 Certificate Insurance
Policy and in the case of the Class 3-A5 Certificates determined without regard
to the Class 3-A5 Certificate Insurance Policy) (and any Opinion of Counsel
requested by the Trustee in connection with any such amendment may rely
expressly on such confirmation as the basis therefor).

     (b) This Agreement may also be amended from time to time by the Depositor,
the Securities Administrator, the Master Servicer and the Trustee with the
consent of the Holders of not less than 66 2/3% of the Class Principal Amount
(or Percentage Interest) of each Class of Certificates affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner




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the rights of the Holders; provided, however, that no such amendment shall be
made unless the Trustee receives an Opinion of Counsel, at the expense of the
party requesting the change, that such change will not adversely affect the
status of the REMIC as a REMIC or cause a tax to be imposed on such REMIC; and
provided further, that no such amendment may (i) reduce in any manner the
amount of, or delay the timing of, payments received on Mortgage Loans which
are required to be distributed on any Certificate, without the consent of the
Holder of such Certificate or (ii) reduce the aforesaid percentages of Class
Principal Amount (or Percentage Interest) of Certificates of each Class, the
Holders of which are required to consent to any such amendment without the
consent of the Holders of 100% of the Class Principal Amount (or Class Notional
Amount) of each Class of Certificates affected thereby. For purposes of this
paragraph, references to "Holder" or "Holders" shall be deemed to include, in
the case of any Class of Book-Entry Certificates, the related Certificate
Owners.

       (c) Promptly after the execution of any such amendment, the Trustee shall
furnish written notification of the substance of such amendment to each Holder,
the Depositor and to the Rating Agencies.

       (d) It shall not be necessary for the consent of Holders under this
Section 11.03 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Holders shall be subject to such reasonable regulations as
the Trustee may prescribe.

       (e) Notwithstanding anything to the contrary in any Servicing Agreement,
the Trustee shall not consent to any amendment of any Servicing Agreement
except pursuant to the standards provided in this Section with respect to
amendment of this Agreement.

     Section 11.04. Voting Rights. Except to the extent that the consent of all
affected Certificateholders is required pursuant to this Agreement, with
respect to any provision of this Agreement requiring the consent of
Certificateholders representing specified percentages of aggregate outstanding
Certificate Principal Amount (or Notional Amount), Certificates owned by the
Depositor, the Master Servicer, the Securities Administrator, the Trustee or
any Servicer or Affiliates thereof are not to be counted so long as such
Certificates are owned by the Depositor, the Master Servicer, the Securities
Administrator, the Trustee or any Servicer or Affiliates thereof.

     Section 11.05. Provision of Information.

       (a) For so long as any of the Certificates of any Series or Class are
"restricted securities" within the meaning of Rule 144(a)(3) under the Act,
each of the Depositor and the Trustee agree to cooperate with each other to
provide to any Certificateholders and to any prospective purchaser of
Certificates designated by such Certificateholder, upon the request of such
Certificateholder or prospective purchaser, any information required to be
provided to such holder or prospective purchaser to satisfy the condition set
forth in Rule 144A(d)(4) under the Act. Any reasonable, out-of-pocket expenses
incurred by the Trustee or the Securities Administrator, in providing such
information shall be reimbursed by the Depositor.



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       (b) The Securities Administrator will provide to any person to whom a
Prospectus was delivered, upon the request of such person specifying the
document or documents requested, (i) a copy (excluding exhibits) of any report
on Form 8-K or Form 10-K filed with the Securities and Exchange Commission
pursuant to Section 6.20(c) and (ii) a copy of any other document incorporated
by reference in the Prospectus. Any reasonable out-of-pocket expenses incurred
by the Securities Administrator in providing copies of such documents shall be
reimbursed by the Depositor.

       (c) On each Distribution Date, the Securities Administrator shall deliver
or cause to be delivered by first class mail to the Depositor, Attention:
Contract Finance, a copy of the report delivered to Certificateholders pursuant
to Section 4.03.



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     Section 11.06. Governing Law. THIS AGREEMENT SHALL BE 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
SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

     Section 11.07. Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given when delivered
to such party at the relevant address, facsimile number or electronic mail
address set forth below (or at such other address, facsimile number or
electronic mail address as such party may designate from time to time by
written notice in accordance with this Section 11.07): (a) in the case of the
Depositor, Structured Asset Securities Corporation, 200 Vesey Street, 12th
Floor, New York, New York 10285, Attention: Mark Zusy, (b) in the case of the
Trustee, 1 Bank One Plaza, Suite 1L1-C126, Chicago, Illinois 60670-0126,
Attention: Global Corporate Trust Services, (c) in the case of the Master
Servicer, Aurora Loan Services Inc., 2530 South Parker Road, Suite 601, Aurora,
Colorado 80014; Attention: Master Servicing, (d) in the case of the Securities
Administrator, Wells Fargo Bank Minnesota, N. A., 11000 Broken Land Parkway,
Columbia, Maryland 21044, Attention: SASCO 2001-9, telecopy number 410-884-2360
and (e) in the case of the Certificate Insurer, MBIA Insurance Corporation, 113
King Street, Armonk, New York 10504, Attention: Insured Portfolio Management -
Structured Finance (IMP-SF), Structured Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2001-9, Class A4 and Class 3-A5 Certificates,
or as to each party such other address as may hereafter be furnished by such
party to the other parties in writing. Any notice required or permitted to be
mailed to a Holder shall be given by first class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Holder receives such
notice.

     Section 11.08. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.

     Section 11.09. Indulgences; No Waivers. Neither the failure nor any delay
on the part of a party to exercise any right, remedy, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or of any other right, remedy, power or privilege,
nor shall any waiver of any right, remedy, power or privilege with respect to
any occurrence be construed as a waiver of such right, remedy, power or
privilege with respect to any other occurrence. No waiver shall be effective
unless it is in writing and is signed by the party asserted to have granted
such waiver.

     Section 11.10. Headings Not To Affect Interpretation. The headings
contained in this Agreement are for convenience of reference only, and they
shall not be used in the interpretation hereof.



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     Section 11.11. Benefits of Agreement. Nothing in this Agreement or in the
Certificates, express or implied, shall give to any Person, other than the
parties to this Agreement and their successors hereunder and the Holders of the
Certificates, any benefit or any legal or equitable right, power, remedy or
claim under this Agreement, except to the extent specified in Sections 11.14
and 11.15.

     Section 11.12. Special Notices to the Rating Agencies.

       (a) The Depositor shall give prompt notice to the Rating Agencies and to
the Certificate Insurer of the occurrence of any of the following events of
which it has notice:

          (1) any amendment to this Agreement pursuant to Section 11.03;

          (2) any Assignment by the Master Servicer of its rights hereunder or
     delegation of its duties hereunder;

          (3) the occurrence of any Event of Default described in Section 6.14;

          (4) any notice of termination given to the Master Servicer pursuant
     to Section 6.14 and any resignation of the Master Servicer hereunder;

          (5) the appointment of any successor to any Master Servicer pursuant
     to Section 6.14; and

          (6) the making of a final payment pursuant to Section 7.02.

       (b) All notices to the Rating Agencies provided for this Section shall be
in writing and sent by first class mail, telecopy or overnight courier, as
follows:

         If to Fitch, to:

         Fitch Inc.
         One State Street Plaza
         New York, New York  10004
         Attention:  Residential Mortgage Surveillance

         If to Moody's, to:

         Moody's Investors Service
         99 Church Street
         New York, New York  10007
         Attn:  Residential Mortgage Surveillance

         If to S&P, to:

         Standard & Poor's Ratings Services
         55 Water Street, 41st Floor
         New York, New York  10041


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<PAGE>

         Attention:  Residential Mortgage Surveillance

       (c) The Securities Administrator shall provide or make available to the
Rating Agencies reports prepared pursuant to Section 4.03. In addition, the
Securities Administrator shall, at the expense of the Trust Fund, make
available to each Rating Agency such information as such Rating Agency may
reasonably request regarding the Certificates or the Trust Fund, to the extent
that such information is reasonably available to the Securities Administrator.

     Section 11.13. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, and all of which
together shall constitute one and the same instrument.

     Section 11.14. Transfer of Servicing. The Seller agrees that it shall
provide written notice to the Trustee, the Securities Administrator, the
Certificate Insurer and the Master Servicer thirty days prior to any transfer
or assignment by the Seller of its rights under any Servicing Agreement or of
the servicing thereunder or delegation of its rights or duties thereunder or
any portion thereof to any Person other than the initial Servicer under such
Servicing Agreement; provided that the Seller shall not be required to provide
prior notice of any transfer of servicing that occurs within three months
following the Closing Date to an entity that is a Servicer on the Closing Date.
In addition, the ability of the Seller to transfer or assign its rights and
delegate its duties under any Servicing Agreement or to transfer the servicing
thereunder to a successor servicer shall be subject to the following
conditions:

          (1) Such successor servicer must be qualified to service loans for
     FNMA or FHLMC;

          (2) Such successor servicer must satisfy the seller/servicer
     eligibility standards in the applicable Servicing Agreement, exclusive of
     any experience in mortgage loan origination, and must be reasonably
     acceptable to the Master Servicer, whose approval shall not be
     unreasonably withheld;

          (3) Such successor servicer must execute and deliver to the Trustee
     and the Master Servicer an agreement, in form and substance reasonably
     satisfactory to the Trustee, the Securities Administrator and the Master
     Servicer, that contains an assumption by such successor servicer of the
     due and punctual performance and observance of each covenant and condition
     to be performed and observed by the applicable Servicer under the
     applicable Servicing Agreement or, in the case of a transfer of servicing
     to a party that is already a Servicer pursuant to this Agreement, an
     agreement to add the related Mortgage Loans to the Servicing Agreement
     already in effect with such Servicer;

          (4) If the successor servicer is not a Servicer of Mortgage Loans at
     the time of transfer, there must be delivered to the Trustee and the
     Securities Administrator 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 (determined without regard to the Class A4 Certificate
     Insurance Policy in



                                      148
<PAGE>

     the case of the Class A4 Certificates and without regard to the Class 3-A5
     Certificate Insurance Policy in the case of the Class 3-A5 Certificates);

          (5) The Seller shall, at its cost and expense, take such steps, or
     cause the terminated Servicer to take such steps, as may be necessary or
     appropriate to effectuate and evidence the transfer of the servicing of
     the Mortgage Loans to such successor servicer, including, but not limited
     to, the following: (A) to the extent required by the terms of the Mortgage
     Loans and by applicable federal and state laws and regulations, the Seller
     shall cause the prior Servicer to timely mail to each obligor under a
     Mortgage Loan any required notices or disclosures describing the transfer
     of servicing of the Mortgage Loans to the successor servicer; (B) prior to
     the effective date of such transfer of servicing, the Seller shall cause
     the prior Servicer to transmit to any related insurer notification of such
     transfer of servicing; (C) on or prior to the effective date of such
     transfer of servicing, the Seller shall cause the prior Servicer to
     deliver to the successor servicer all Mortgage Loan Documents and any
     related records or materials; (D) on or prior to the effective date of
     such transfer of servicing, the Seller shall cause the prior Servicer to
     transfer to the successor servicer, or, if such transfer occurs after a
     Remittance Date but before the next succeeding Deposit Date, to the Master
     Servicer, all funds held by the applicable Servicer in respect of the
     Mortgage Loans; (E) on or prior to the effective date of such transfer of
     servicing, the Seller shall cause the prior Servicer to, after the
     effective date of the transfer of servicing to the successor servicer,
     continue to forward to such successor servicer, within one Business Day of
     receipt, the amount of any payments or other recoveries received by the
     prior Servicer, and to notify the successor servicer of the source and
     proper application of each such payment or recovery; and (F) the Seller
     shall cause the prior Servicer to, after the effective date of transfer of
     servicing to the successor servicer, continue to cooperate with the
     successor servicer to facilitate such transfer in such manner and to such
     extent as the successor servicer may reasonably request.

     Section 11.15. Matters Relating to the Certificate Insurance Policies.

       (a) All notices, statements, reports, certificates or opinions required
by this Agreement to be sent to any other party hereto or to the Class A4 and
Class 3-A5 Certificateholders shall also be sent, and any report or statement
sent by the Master Servicer to the Trustee or the Securities Administrator
shall be sent by the Trustee or the Securities Administrator, as applicable, to
the Certificate Insurer at the following address:

         MBIA Insurance Corporation
         113 King Street
         Armonk, New York  10504
         Attention:  Insured Portfolio Management - Structured Finance
         Re:      Structured Asset Securities Corporation Mortgage Pass-Through
                  Certificates, Series 2001-9, Class A4 and Class 3-A5
                  Certificates

or such other address as the Certificate Insurer may hereafter furnish to the
Depositor, the Securities Administrator and the Trustee.



                                      149
<PAGE>
(b) Notwithstanding any provision to the contrary, the parties to this Agreement
agree that it is appropriate, in furtherance of the interest of such parties as
set forth herein, the Certificate Insurer receive the benefit of Sections 4.03,
5.02, 5.07 and 11.15 as an intended third party beneficiary of this Agreement to
the extent of such provisions.




                                      150
<PAGE>


       (c) No purchase of the property of the Trust Fund pursuant to Section
7.01(b) shall occur if such purchase would result in a draw on the Class A4
Certificate Insurance Policy or the Class 3-A5 Certificate Insurance Policy
unless the Certificate Insurer has consented to such purchase.

       (d) All references herein to the rating of the Certificates shall be
without regard to the Class A4 Certificate Insurance Policy or the Class 3-A5
Certificate Insurance Policy.



                                      151
<PAGE>


         IN WITNESS WHEREOF, the Depositor, the Trustee and the Master Servicer
have caused their names to be signed hereto by their respective officers
hereunto duly authorized as of the day and year first above written.

                          STRUCTURED ASSET SECURITIES CORPORATION, as Depositor


                          By: /s/ Ellen V. Kiernan
                          ------------------------------------
                               Name:  Ellen V. Kiernan
                               Title: Vice President


                          WELLS FARGO BANK MINNESOTA, N.A.,
                               as Securities Administrator


                          By: /s/ Amy Doyle
                          ------------------------------------
                               Name: Amy Doyle
                               Title:Assistant Vice President


                          BANK ONE, NATIONAL ASSOCIATION,
                               as Trustee


                          By: /s/ Ruth H. Fussell
                          ------------------------------------
                               Name: Ruth H. Fussell
                               Title:Vice President
                                     Corporate Trust Department

                          AURORA LOAN SERVICES INC.,
                               as Master Servicer


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

Solely for purposes of Section 11.14,
accepted and agreed to by:


LEHMAN CAPITAL, A DIVISION OF
     LEHMAN BROTHERS HOLDINGS INC.


By: /s/ Joseph J. Kelly
------------------------------------
     Name:  Joseph J. Kelly
     Title: Authorized Signatory


                                      152
<PAGE>



                                    EXHIBIT A

                              FORMS OF CERTIFICATES


                                       A-1

<PAGE>

                                   EXHIBIT B-1

                      FORM OF TRUSTEE INITIAL CERTIFICATION



                                                      -------------------------
                                                            [Date]


Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285


  RE:      Trust Agreement, dated as of June 1, 2001, (the "Trust
           Agreement"), between Structured Asset Securities Corporation,
           as Depositor, Wells Fargo Bank Minnesota, N.A., as Securities
           Administrator, Aurora Loan Services Inc., as Master Servicer
           and Bank One National Association, as Trustee, with respect to
           Structured Asset Securities Corporation Mortgage Pass-Through
           Certificates, Series 2001-9

Ladies and Gentlemen:

         In accordance with Section 2.01(a) of the Trust Agreement, subject to
review of the contents thereof, the undersigned, as Trustee, hereby certifies
that it has received the documents listed in Section 2.01(b) of the Trust
Agreement for each Mortgage File pertaining to each Mortgage Loan listed on
Schedule A, to the Trust Agreement.

         Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Trust
Agreement. This Certificate is subject in all respects to the terms of Section
2.02 of the Trust Agreement and the Trust Agreement sections cross-referenced
therein.


                                   BANK ONE, NATIONAL ASSOCIATION,
                                   as Trustee


                                    By: ________________________
                                      Name:
                                     Title:


                                       B-1


<PAGE>


                                   EXHIBIT B-2

                      FORM OF TRUSTEE INTERIM CERTIFICATION



                                                                         [Date]


Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285

         RE:      Trust Agreement, dated as of June 1, 2001, (the "Trust
                  Agreement"), between Structured Asset Securities Corporation,
                  as Depositor, Wells Fargo Bank Minnesota, N.A., as Securities
                  Administrator, Aurora Loan Services Inc., as Master Servicer
                  and Bank One National Association, as Trustee, with respect to
                  Structured Asset Securities Corporation Mortgage Pass-Through
                  Certificates, Series 2001-9

Ladies and Gentlemen:

     In accordance with Section 2.02(b) of the Trust Agreement, the
undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
listed on the attachment hereto) it has received:

          (1) with respect to each Mortgage Loan, the original Mortgage Note
     endorsed without recourse in proper form to the order of the Trustee;

          (2) the original of any guarantee executed in connection with the
     Mortgage Note, assigned to the Trustee;

          (3) with respect to each Mortgage Loan other than a Cooperative Loan,
     the original recorded Mortgage with evidence of recording indicated
     thereon. If, in connection with any Mortgage Loan, the Depositor cannot
     deliver the Mortgage with evidence of recording thereon on or prior to the
     Closing Date because of a delay caused by the public recording office
     where such Mortgage has been delivered for recordation or because such
     Mortgage has been lost, the Depositor shall deliver or cause to be
     delivered to the Trustee (or its custodian), in the case of a delay due to
     recording, a true copy of such Mortgage, pending delivery of the original
     thereof, together with an Officer's Certificate of the Depositor
     certifying that the copy of such Mortgage delivered to the Trustee (or its
     custodian) is a true copy and that the original of such Mortgage has been
     forwarded to the public recording office, or, in the case of a Mortgage
     that has been lost, a copy thereof (certified as provided for under the
     laws of the appropriate jurisdiction) and a written Opinion of Counsel,
     memorandum of law or other written assurance

                                      B-2-1

<PAGE>

     acceptable to the Trustee and the Depositor that an original recorded
     Mortgage is not required to enforce the Trustee's interest in the Mortgage
     Loan;

          (4) The original of each assumption, modification or substitution
     agreement, if any, relating to the Mortgage Loans, or, as to any
     assumption, modification or substitution agreement which cannot be
     delivered on or prior to the Closing Date because of a delay caused by the
     public recording office where such assumption, modification or
     substitution agreement has been delivered for recordation, a photocopy of
     such assumption, modification or substitution agreement, pending delivery
     of the original thereof, together with an Officer's Certificate of the
     Depositor certifying that the copy of such assumption, modification or
     substitution agreement delivered to the Trustee (or its custodian) is a
     true copy and that the original of such agreement has been forwarded to
     the public recording office;

          (5) with respect to each Non-MERS Mortgage Loan other than a
     Cooperative Loan, the original Assignment of Mortgage for each Mortgage
     Loan;

          (6) If applicable, such original intervening assignments of the
     Mortgage, notice of transfer or equivalent instrument (each, an
     "Intervening Assignment"), as may be necessary to show a complete chain of
     assignment from the originator, or, in the case of an Intervening
     Assignment that has been lost, a written Opinion of Counsel acceptable to
     the Trustee that such original Intervening Assignment is not required to
     enforce the Trustee's interest in the Mortgage Loans;

          (7) the original Primary Mortgage Insurance Policy or certificate, if
     private mortgage guaranty insurance is required;

          (8) with respect to each Mortgage Loan other than a Cooperative Loan,
     the original mortgagee title insurance policy or attorney's opinion of
     title and abstract of title;

          (9) the original of any security agreement, chattel mortgage or
     equivalent executed in connection with the Mortgage or as to any security
     agreement, chattel mortgage or their equivalent that cannot be delivered
     on or prior to the Closing Date because of a delay caused by the public
     recording office where such document has been delivered for recordation, a
     photocopy of such document, pending delivery of the original thereof,
     together with an Officer's Certificate of the Depositor certifying that
     the copy of such security agreement, chattel mortgage or their equivalent
     delivered to the Trustee (or its custodian) is a true copy and that the
     original of such document has been forwarded to the public recording
     office;

          (10) with respect to any Cooperative Loan, the Cooperative Loan
     Documents; and

                                      B-2-2
<PAGE>


          (11) in connection with any pledge of Additional Collateral, the
     original additional collateral pledge and security agreement executed in
     connection therewith, assigned to the Trustee.

     The undersigned hereby certifies that as to each Mortgage Loan identified
on the Mortgage Loan Schedule, other than any Mortgage Loan listed on the
attachment hereto, it has reviewed the documents listed above and has
determined that each such document appears regular on its face and appears to
relate to the Mortgage Loan identified in such document.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement. This Certificate is qualified
in all respects by the terms of said Trust Agreement including, but not limited
to, Section 2.02(b).


                                   BANK ONE, NATIONAL ASSOCIATION,
                                   as Trustee


                                   By:_______________________________
                                      Name:
                                      Title:


                                      B-2-3

<PAGE>



                                   EXHIBIT B-3

                       FORM OF TRUSTEE FINAL CERTIFICATION

                                                          ---------------------
                                                                   [Date]


Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285

    Re:      Trust Agreement, dated as of June 1, 2001, (the "Trust
             Agreement"), between Structured Asset Securities Corporation,
             as Depositor, Wells Fargo Bank Minnesota, N.A., as Securities
             Administrator, Aurora Loan Services Inc., as Master Servicer
             and Bank One, National Association, as Trustee, with respect
             to Structured Asset Securities Corporation Mortgage
             Pass-Through Certificates, Series 2001-9

Ladies and Gentlemen:

     In accordance with Section 2.02(d) of the Trust Agreement, the
undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
listed on the attachment hereto) it has received the applicable documents
listed in Section 2.02(b) of the Trust Agreement.

     The undersigned hereby certifies that as to each Mortgage Loan identified
on the Mortgage Loan Schedule, other than any Mortgage Loan listed on the
attachment hereto, it has reviewed the documents listed above and has
determined that each such document appears to be complete and, based on an
examination of such documents, the information set forth in the Mortgage Loan
Schedule is correct.

     Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement. This Certificate is qualified
in all respects by the terms of said Trust Agreement.

                                  BANK ONE, NATIONAL ASSOCIATION,
                                  as Trustee


                                  By:________________________________
                                     Name:
                                     Title:

                                      B-3-1

<PAGE>

                                   EXHIBIT B-4

                               FORM OF ENDORSEMENT

     Pay to the order of Bank One, Natiional Association, as trustee (the
"Trustee") under the Trust Agreement dated as of June 1, 2001, among Structured
Asset Securities Corporation, as Depositor, the Trustee, the Securities
Administrator and the Master Servicer relating to Structured Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 2001-9, without
recourse.




                         --------------------------------------
                              [current signatory on note]


                         By:___________________________________
                              Name:
                              Title:

                                      B-4-1

<PAGE>



                                    EXHIBIT C

                  REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT


                                                           --------------------
                                                                    Date


[Addressed to Trustee
or, if applicable, custodian]

     In connection with the administration of the mortgages held by you as
Trustee under a certain Trust Agreement dated as of June 1, 2001 among
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
Inc., as Master Servicer, Wells Fargo Bank Minnesota, N.A., as Securities
Administrator and you, as Trustee (the "Trust Agreement"), the undersigned
Master Servicer hereby requests a release of the Mortgage File held by you as
Trustee with respect to the following described Mortgage Loan for the reason
indicated below.

         Mortgagor's Name:

         Address:

         Loan No.:

         Reason for requesting file:

     1. Mortgage Loan paid in full. (The Master Servicer hereby certifies that
all amounts received in connection with the loan have been or will be credited
to the Collection Account or the Certificate Account (whichever is applicable)
pursuant to the Trust Agreement.)

     2. The Mortgage Loan is being foreclosed.

     3. Mortgage Loan substituted. (The Master Servicer hereby certifies that a
Qualifying Substitute Mortgage Loan has been assigned and delivered to you
along with the related Mortgage File pursuant to the Trust Agreement.)

     4. Mortgage Loan repurchased. (The Master Servicer hereby certifies that
the Purchase Price has been credited to the Collection Account or the
Certificate Account (whichever is applicable) pursuant to the Trust Agreement.)

     5. Other. (Describe)

     6. California Mortgage Loan expected to be paid in full.

     The undersigned acknowledges that the above Mortgage File will be held by
the undersigned in accordance with the provisions of the Trust Agreement and
will be returned to

                                      C-1
<PAGE>

you within ten (10) days of our receipt of the Mortgage File, except if the
Mortgage Loan has been paid in full, or repurchased or substituted for a
Qualifying Substitute Mortgage Loan (in which case the Mortgage File will be
retained by us permanently) and except if the Mortgage Loan is being foreclosed
or is a California Mortgage Loan specified in #6 above (in which case the
Mortgage File will be returned when no longer required by us for such purpose).

     Capitalized terms used herein shall have the meanings ascribed to them in
the Trust Agreement.




                                         -------------------------------------
                                              [Name of Master Servicer]



                                         By:__________________________________
                                              Name:
                                              Title: Servicing Officer




                                   C-2

<PAGE>
                                  EXHIBIT D-1

          FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)



STATE OF                            )
                                    )  ss.:
COUNTY OF                           )

                  [NAME OF OFFICER], _________________ being first duly sworn,
deposes and says:

     1. That he [she] is [title of officer] ________________________ of [name
of Purchaser] _________________________________________ (the "Purchaser"), a
_______________________ [description of type of entity] duly organized and
existing under the laws of the [State of __________] [United States], on behalf
of which he [she] makes this affidavit.

     2. That the Purchaser's Taxpayer Identification Number is ______________.

     3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code") and will not be a "disqualified organization" as of
__________________ [date of transfer], and that the Purchaser is not acquiring
a Residual Certificate (as defined in the Agreement) for the account of, or as
agent (including a broker, nominee, or other middleman) for, any person or
entity from which it has not received an affidavit substantially in the form of
this affidavit. For these purposes, a "disqualified organization" means the
United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of
any of the foregoing (other than an instrumentality if all of its activities
are subject to tax and a majority of its board of directors is not selected by
such governmental entity), any cooperative organization furnishing electric
energy or providing telephone service to persons in rural areas as described in
Code Section 1381(a)(2)(C), any "electing large partnership" within the meaning
of Section 775 of the Code, or any organization (other than a farmers'
cooperative described in Code Section 521) that is exempt from federal income
tax unless such organization is subject to the tax on unrelated business income
imposed by Code Section 511.

     4. That the Purchaser either (x) is not, and on __________________ [date
of transfer] will not be, an employee benefit plan subject to Section 406 or
Section 407 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Code, the trustee of any such plan or a
person acting on behalf of any such plan or investing the assets of any such
plan to acquire a Residual Certificate; (y) is an insurance company that is
purchasing the Certificate with funds contained in an "insurance company
general account" as defined in Section V(e) of Prohibited Transaction Class
Exemption ("PTCE") 95-60 and the purchase and holding of the Certificate are
covered under Section I and III of PTCE 95-60; or (z) herewith delivers to the
Trustee and shall deliver to the Depositor an opinion of counsel (a "Benefit
Plan Opinion") satisfactory to the Trustee and the Depositor, and upon which
the Trustee and the Depositor shall be entitled to rely, to the effect that the
purchase or holding of

                                     D-1-1

<PAGE>

such Residual Certificate by the Investor will not result in the assets of the
Trust Fund being deemed to be plan assets and subject to the prohibited
transaction provisions of ERISA or the Code and will not subject the Trustee or
the Depositor to any obligation in addition to those undertaken by such
entities in the Trust Agreement, which opinion of counsel shall not be an
expense of the Trustee or the Depositor.

     5. That the Purchaser hereby acknowledges that under the terms of the
Trust Agreement (the "Agreement") among Structured Asset Securities
Corporation, Wells Fargo Bank Minnesota, N.A., as Securities Administrator,
Bank One, National Association, as Trustee and Aurora Loan Services Inc., as
Master Servicer, dated as of June 1, 2001, no transfer of a Residual
Certificate shall be permitted to be made to any person unless the Depositor
and the Trustee have received a certificate from such transferee containing the
representations in paragraphs 3, 4 and 5 hereof.

     6. That the Purchaser does not hold REMIC residual securities as nominee
to facilitate the clearance and settlement of such securities through
electronic book-entry changes in accounts of participating organizations (such
entity, a "Book-Entry Nominee").

     7. That the Purchaser does not have the intention to impede the assessment
or collection of any federal, state or local taxes legally required to be paid
with respect to such Residual Certificate, and that the Purchaser has provided
financial statements or other financial information requested by the transferor
in connection with the transfer of the Residual Certificate in order to permit
the transferor to assess the financial capability of the Purchaser to pay such
taxes.

     8. That the Purchaser will not transfer a Residual Certificate to any
person or entity (i) as to which the Purchaser has actual knowledge that the
requirements set forth in paragraph 3, paragraph 6 or paragraph 10 hereof are
not satisfied or that the Purchaser has reason to believe does not satisfy the
requirements set forth in paragraph 7 hereof, and (ii) without obtaining from
the prospective Purchaser an affidavit substantially in this form and providing
to the Trustee a written statement substantially in the form of Exhibit G to
the Agreement.

     9. That the Purchaser understands that, as the holder of a Residual
Certificate, the Purchaser may incur tax liabilities in excess of any cash
flows generated by the interest and that it intends to pay taxes associated
with holding such Residual Certificate as they become due.

     10. That the Purchaser (i) is a U.S. Person or (ii) is a Non-U.S. Person
that holds a Residual Certificate in connection with the conduct of a trade or
business within the United States and has furnished the transferor and the
Trustee with an effective Internal Revenue Service Form W-8 ECI (Certificate of
Foreign Person's Claim for exception From Withholding on Income Effectively
Connected with the Conduct of a Trade or Business in the United States) or
successor form at the time and in the manner required by the Code. "Non-U.S.
Person" means any person other than (i) a citizen or resident of the United
States; (ii) a corporation (or entity treated as a corporation for tax
purposes) created or organized in the United States or under the laws of the
United States or of any state thereof, including, for this purpose, the
District of Columbia; (iii) a partnership (or entity treated as a partnership
for tax purposes) organized in the United States or under the laws of the
United States or of any state thereof, including, for this

                                     D-1-2
<PAGE>

purpose, the District of Columbia (unless provided otherwise by future Treasury
regulations); (iv) an estate whose income is includible in gross income for
United States income tax purposes regardless of its source; (v) a trust, if a
court within the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. Persons have authority to
control all substantial decisions of the trust; (vi) and, to the extent
provided in Treasury regulations, certain trusts in existence prior to August
20, 1996 that are treated as United States persons prior to such date and elect
to continue to be treated as United States persons.

     11. That the Purchaser agrees to such amendments of the Trust Agreement as
may be required to further effectuate the restrictions on transfer of any
Residual Certificate to such a "disqualified organization," an agent thereof, a
Book-Entry Nominee, or a person that does not satisfy the requirements of
paragraph 7 and paragraph 10 hereof.

     12. That the Purchaser consents to the designation of the Trustee as its
agent to act as "tax matters person" of the Trust Fund pursuant to the Trust
Agreement.

                                     D-1-3

<PAGE>


     IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by its
[title of officer] this _____ day of __________, 20__.



                               --------------------------------------
                                    [name of Purchaser]


                               By:___________________________________
                                    Name:
                                    Title:


     Personally appeared before me the above-named [name of officer]
________________, known or proved to me to be the same person who executed the
foregoing instrument and to be the [title of officer] _________________ of the
Purchaser, and acknowledged to me that he [she] executed the same as his [her]
free act and deed and the free act and deed of the Purchaser.

     Subscribed and sworn before me this _____ day of __________, 20__.

NOTARY PUBLIC


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


COUNTY OF_____________________

STATE OF_______________________

My commission expires the _____ day of __________, 20__.


                                     D-1-4


<PAGE>

                                  EXHIBIT D-2

          FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)


                                                             ------------------
                                                                    Date





           Re:      Structured Asset Securities Corporation
                    Mortgage Pass-Through Certificates
                    Series 2001-9



     _______________________ (the "Transferor") has reviewed the attached
affidavit of _____________________________ (the "Transferee"), and has no
actual knowledge that such affidavit is not true and has no reason to believe
that the information contained in paragraph 7 thereof is not true, and has no
reason to believe that the Transferee has the intention to impede the
assessment or collection of any federal, state or local taxes legally required
to be paid with respect to a Residual Certificate. In addition, the Transferor
has conducted a reasonable investigation at the time of the transfer and found
that the Transferee had historically paid its debts as they came due and found
no significant evidence to indicate that the Transferee will not continue to
pay its debts as they become due.


                                    Very truly yours,



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




                                     D-2-1
<PAGE>

                                   EXHIBIT E

                              SERVICING AGREEMENTS






                                      E-1

<PAGE>

                                    EXHIBIT F

                     FORM OF RULE 144A TRANSFER CERTIFICATE


         Re:      Structured Asset Securities Corporation
                  Mortgage Pass-Through Certificates
                  Series 2001-9

     Reference is hereby made to the Trust Agreement dated as of June 1, 2001
(the "Trust Agreement") among Structured Asset Securities Corporation, as
Depositor, Wells Fargo Bank Minnesota, N.A., as Securities Administrator, Bank
One, National Association, as Trustee and Aurora Loan Services Inc., as Master
Servicer. Capitalized terms used but not defined herein shall have the meanings
given to them in the Trust Agreement.

     This letter relates to $_________ initial Certificate Principal Amount of
Class ______Certificates which are held in the form of Definitive Certificates
registered in the name of ____(the "Transferor"). The Transferor has requested a
transfer of such Definitive Certificates for Definitive Certificates of such
Class registered in the name of [insert name of transferee].

     In connection with such request, and in respect of such Certificates, the
Transferor hereby certifies that such Certificates are being transferred in
accordance with (i) the transfer restrictions set forth in the Trust Agreement
and the Certificates and (ii) Rule 144A under the Securities Act to a purchaser
that the Transferor reasonably believes is a "qualified institutional buyer"
within the meaning of Rule 144A purchasing for its own account or for the
account of a "qualified institutional buyer", which purchaser is aware that the
sale to it is being made in reliance upon Rule 144A, in a transaction meeting
the requirements of Rule 144A and in accordance with any applicable securities
laws of any state of the United States or any other applicable jurisdiction.

     This certificate and the statements contained herein are made for your
benefit and the benefit of the Placement Agent and the Depositor.




                                        ----------------------------------------
                                             [Name of Transferor]



                                        By:_____________________________________
                                             Name:
                                             Title:

Dated: __________________, ________


                                      F-1

<PAGE>
                                   EXHIBIT G

                         FORM OF PURCHASER'S LETTER FOR
                        INSTITUTIONAL ACCREDITED INVESTOR


                                                             ------------------
                                                                    Date


Dear Sirs:


     In connection with our proposed purchase of $______________ principal
amount of Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 2001-9 (the "Privately Offered Certificates") of
Structured Asset Securities Corporation (the "Depositor") which are held in the
form of Definitive Certificates, we confirm that:

(1)  We understand that the Privately Offered Certificates have not been, and
     will not be, registered under the Securities Act of 1933, as amended (the
     "Securities Act"), and may not be sold except as permitted in the
     following sentence. We agree, on our own behalf and on behalf of any
     accounts for which we are acting as hereinafter stated, that if we should
     sell any Privately Offered Certificates within two years of the later of
     the date of original issuance of the Privately Offered Certificates or the
     last day on which such Privately Offered Certificates are owned by the
     Depositor or any affiliate of the Depositor (which includes the Placement
     Agent) we will do so only (A) to the Depositor, (B) to "qualified
     institutional buyers" (within the meaning of Rule 144A under the
     Securities Act) in accordance with Rule 144A under the Securities Act
     ("QIBs"), (C) pursuant to the exemption from registration provided by Rule
     144 under the Securities Act, or (D) to an institutional "accredited
     investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of
     Regulation D under the Securities Act that is not a QIB (an "Institutional
     Accredited Investor") which, prior to such transfer, delivers to the
     Trustee under the Trust Agreement dated as of June 1, 2001 among the
     Depositor, Wells Fargo Bank Minnesota, N.A., as Securities Administrator,
     Bank One, National Association, as Trustee (the "Trustee") and Aurora Loan
     Services Inc., as Master Servicer, a signed letter in the form of this
     letter; and we further agree, in the capacities stated above, to provide
     to any person purchasing any of the Privately Offered Certificates from us
     a notice advising such purchaser that resales of the Privately Offered
     Certificates are restricted as stated herein.

(2)  We understand that, in connection with any proposed resale of any
     Privately Offered Certificates to an Institutional Accredited Investor, we
     will be required to furnish to the Trustee and the Depositor a
     certification from such transferee in the form hereof to confirm that the
     proposed sale is being made pursuant to an exemption from, or in a
     transaction not subject to, the registration requirements of the
     Securities Act. We further understand that the Privately Offered
     Certificates purchased by us will bear a legend to the foregoing effect.


                                      G-1
<PAGE>

(3)  We are acquiring the Privately Offered Certificates for investment
     purposes and not with a view to, or for offer or sale in connection with,
     any distribution in violation of the Securities Act. We have such
     knowledge and experience in financial and business matters as to be
     capable of evaluating the merits and risks of our investment in the
     Privately Offered Certificates, and we and any account for which we are
     acting are each able to bear the economic risk of such investment.

(4)  We are an Institutional Accredited Investor and we are acquiring the
     Privately Offered Certificates purchased by us for our own account or for
     one or more accounts (each of which is an Institutional Accredited
     Investor) as to each of which we exercise sole investment discretion.

(5)  We have received such information as we deem necessary in order to make
     our investment decision.

(6)  If we are acquiring ERISA-Restricted Certificates, we understand that in
     accordance with ERISA, the Code and the Exemption, no Plan and no person
     acting on behalf of such a Plan may acquire such Certificate except in
     accordance with Section 3.03(d) of the Trust Agreement.

     Terms used in this letter which are not otherwise defined herein have the
respective meanings assigned thereto in the Trust Agreement.

                                      G-2

<PAGE>


     You and the Depositor are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

                                   Very truly yours,



                                   ----------------------------------
                                        [Purchaser]



                                   By________________________________
                                        Name:
                                        Title:



                                     G-3
<PAGE>

                                   EXHIBIT H

                       [FORM OF ERISA TRANSFER AFFIDAVIT]

STATE OF NEW YORK                   )
                                    )  ss.:
COUNTY OF NEW YORK                  )

     The undersigned, being first duly sworn, deposes and says as follows:

     1. The undersigned is the ______________________ of (the "Investor"), a
[corporation duly organized] and existing under the laws of __________, on
behalf of which he makes this affidavit.

     2. The Investor either (x) is not, and on ___________ [date of transfer]
will not be, an employee benefit plan subject to Section 406 or Section 407 of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), the
trustee of any such plan or a person acting on behalf of any such plan or
investing the assets of any such plan; (y) if the Certificate has been the
subject of an ERISA-Qualifying Underwriting, is an insurance company that is
purchasing the Certificate with funds contained in an "insurance company
general account" as defined in Section V(e) of Prohibited Transaction Class
Exemption ("PTCE") 95-60 and the purchase and holding of the Certificate are
covered under Section I and III of PTCE 95-60; or (z) herewith delivers to the
Trustee and shall deliver to the Depositor an opinion of counsel (a "Benefit
Plan Opinion") satisfactory to the Trustee and the Depositor, and upon which
the Trustee and the Depositor shall be entitled to rely, to the effect that the
purchase or holding of such Certificate by the Investor will not result in the
assets of the Trust Fund being deemed to be plan assets and subject to the
prohibited transaction provisions of ERISA or the Code and will not subject the
Trustee or the Depositor to any obligation in addition to those undertaken by
such entities in the Trust Agreement, which opinion of counsel shall not be an
expense of the Trustee or the Depositor.

     3. The Investor hereby acknowledges that under the terms of the Trust
Agreement (the "Agreement") among Structured Asset Securities Corporation, as
Depositor, Wells Fargo Bank Minnesota, N.A., as Securities Administrator, Bank
One, National Association, as Trustee and Aurora Loan Services Inc., as Master
Servicer, dated as of June 1, 2001, no transfer of the ERISA-Restricted
Certificates shall be permitted to be made to any person unless the Depositor
and Trustee have received a certificate from such transferee in the form
hereof.

                                     H-1

<PAGE>


     IN WITNESS WHEREOF, the Investor has caused this instrument to be executed
on its behalf, pursuant to proper authority, by its duly authorized officer,
duly attested, this ____ day of _______________, 20__.


                                    ----------------------------------------
                                         [Investor]


                                    By:_____________________________________
                                         Name:
                                         Title:


ATTEST:


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

STATE OF                            )
                                    )  ss.:
COUNTY OF                           )

     Personally appeared before me the above-named ___________________, known
or proved to me to be the same person who executed the foregoing instrument and
to be the _________________ of the Investor, and acknowledged that he executed
the same as his free act and deed and the free act and deed of the Investor.

     Subscribed and sworn before me this _____ day of ___________ 20___.


                                ----------------------------------
                                 NOTARY PUBLIC

                                 My commission expires the
                                 ____ day of __________,
                                 20__.


                                      H-2
<PAGE>


                                   EXHIBIT I

                           MONTHLY REMITTANCE ADVICE



                                      I-1
<PAGE>

                                    EXHIBIT J

                      MONTHLY ELECTRONIC DATA TRANSMISSION


                                      J-1
<PAGE>



                                    EXHIBIT K

                              CUSTODIAL AGREEMENTS


                                      K-1
<PAGE>

                                    EXHIBIT L

                               INSURANCE AGREEMENT


                                   L-1-1



<PAGE>

                                   EXHIBIT M-1

                      CLASS A4 CERTIFICATE INSURANCE POLICY





                                       M-1

<PAGE>


                                   EXHIBIT M-2

                     CLASS 3-A5 CERTIFICATE INSURANCE POLICY





<PAGE>

                                   EXHIBIT N-1


                          FORM OF TRANSFER CERTIFICATE
                  FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY
                         TO REGULATION S GLOBAL SECURITY
                      (Transfers pursuant to ss. 3.03(h)(B)
                               of the Agreement)


          Re:      Structured Asset Securities Corporation Mortgage Loan Trust
                   Mortgage Pass-Through Certificates, Series 2001-9

     Reference is hereby made to the Trust Agreement (the "Agreement") among
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
Inc., as Master Servicer, Wells Fargo Bank Minnesota, N.A., as Securities
Administrator and Bank One, National Association, as Trustee, dated as of June
1, 2001. Capitalized terms used but not defined herein shall have the meanings
given to them in the Agreement.

     This letter relates to U.S. $_____ aggregate principal amount of Securities
which are held in the form of a Restricted Global Security with DTC in the name
of [name of transferor]________(the "Transferor") to effect the transfer of the
Securities in exchange for an equivalent beneficial interest in a Regulation S
Global Security.

     In connection with such request, the Transferor does hereby certify that
such transfer has been effected in accordance with the transfer restrictions
set forth in the Agreement and the Securities and in accordance with Rule 904
of Regulation S, and that:

          a. the offer of the Securities was not made to a person in the United
     States;

          b. at the time the buy order was originated, the transferee was
     outside the United States or the Transferor and any person acting on its
     behalf reasonably believed that the transferee was outside the United
     States;

          c. no directed selling efforts have been made in contravention of the
     requirements of Rule 903 or 904 of Regulation S, as applicable;

          d. the transaction is not part of a plan or scheme to evade the
     registration requirements of the United States Securities Act of 1933, as
     amended; and

          e. the transferee is not a U.S. person (as defined in Regulation S).

     You are entitled to rely upon this letter and are irrevocably authorized
to produce this letter or a copy hereof to any interested party in any
administrative or legal proceedings or

                                      N-1
<PAGE>

official inquiry with respect to the matters covered hereby. Terms used in this
certificate have the meanings set forth in Regulation S.

                                          ______________________________
                                          [Name of Transferor]


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


Date:
      -------------- , ----------



                                      N-2
<PAGE>

                                  EXHIBIT N-2


                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                        FROM REGULATION S GLOBAL SECURITY
                          TO RESTRICTED GLOBAL SECURITY
                      (Transfers pursuant to ss. 3.03(h)(C)
                               of the Agreement)


          Re:      Structured Asset Securities Corporation Mortgage
                   Pass-Through Certificates, Series
                   2001-9

     Reference is hereby made to the Trust Agreement (the "Agreement") among
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
Inc., as Master Servicer, Wells Fargo Bank Minnesota, N.A., as Securities
Administrator and Bank One, National Association, as Trustee, dated as of June
1, 2001. Capitalized terms used but not defined herein shall have the meanings
given to them in the Agreement.

     This letter relates to U.S. $     aggregate principal amount of Securities
which are held in the form of a Regulations S Global Security in the name of
[name of transferor]               (the "Transferor") to effect the transfer
of the Securities in exchange for an equivalent beneficial interest in a
Restricted Global Security.

     In connection with such request, and in respect of such Securities, the
Transferor does hereby certify that such Securities are being transferred in
accordance with (i) the transfer restrictions set forth in the Agreement and
the Securities and (ii) Rule 144A under the United States Securities Act of
1933, as amended, to a transferee that the Transferor reasonably believes is
purchasing the Securities for its own account or an account with respect to
which the transferee exercises sole investment discretion, the transferee and
any such account is a qualified institutional buyer within the meaning of Rule
144A, in a transaction meeting the requirements of Rule 144A and in accordance
with any applicable securities laws of any state of the United States or any
other jurisdiction.


                                          ______________________________
                                          [Name of Transferor]


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


Date:
      -------------- , ----------



                                      N-2-1


<PAGE>


                                    EXHIBIT O

                             PRINCIPAL DISTRIBUTION




                                      O-1

<PAGE>

                                   SCHEDULE A


                               ALL MORTGAGE LOANS

                               (by Mortgage Pool)



      [To be retained at the Washington, D.C. office of McKee Nelson LLP]



                                     Sch A-1

<PAGE>


                                   SCHEDULE B

                      MORTGAGE LOANS WITH RETAINED INTEREST


      [To be retained at the Washington, D.C. office of McKee Nelson LLP]



                                     Sch B-1

<PAGE>

                                   SCHEDULE C

                          PLEDGED ASSET MORTGAGE LOANS





                                     Sch C-1




<PAGE>

                                   SCHEDULE D

                                    AX LOANS


      [To be retained at the Washington, D.C. office of McKee Nelson LLP]





                                    Sch D-1




<PAGE>


                                   SCHEDULE E

                                   [Reserved]


                                     Sch F-1