exv4w1



 





Exhibit 4.1


EXECUTION




STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,




AURORA LOAN SERVICES INC., as Master Servicer,




WELLS FARGO BANK, N.A., as

Securities Administrator,




THE MURRAYHILL COMPANY, as Credit Risk Manager,




and




LASALLE BANK NATIONAL ASSOCIATION, as Trustee







TRUST AGREEMENT




Dated as of June 1, 2004







STRUCTURED ASSET INVESTMENT LOAN TRUST

MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2004-6




 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page

	ARTICLE I DEFINITIONS
	 	 	 	 
	Section 1.01
	 	Definitions	 	 	9	 
	Section 1.02
	 	Calculations Respecting Mortgage Loans	 	 	47	 
	Section 1.03
	 	Calculations Respecting Accrued Interest	 	 	48	 
	ARTICLE II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES
	 	 	 	 
	Section 2.01
	 	Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans	 	 	48	 
	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	 	 	56	 
	Section 2.04
	 	Discovery of Breach	 	 	58	 
	Section 2.05
	 	Repurchase, Purchase or Substitution of Mortgage Loans	 	 	58	 
	Section 2.06
	 	Grant Clause	 	 	60	 
	ARTICLE III THE CERTIFICATES
	 	 	 	 
	Section 3.01
	 	The Certificates	 	 	61	 
	Section 3.02
	 	Registration	 	 	61	 
	Section 3.03
	 	Transfer and Exchange of Certificates	 	 	62	 
	Section 3.04
	 	Cancellation of Certificates	 	 	65	 
	Section 3.05
	 	Replacement of Certificates	 	 	65	 
	Section 3.06
	 	Persons Deemed Owners	 	 	65	 
	Section 3.07
	 	Temporary Certificates	 	 	66	 
	Section 3.08
	 	Appointment of Paying Agent	 	 	66	 
	Section 3.09
	 	Book-Entry Certificates	 	 	66	 
	ARTICLE IV ADMINISTRATION OF THE TRUST FUND
	 	 	 	 
	Section 4.01
	 	Collection Account	 	 	68	 
	Section 4.02
	 	Application of Funds in the Collection Account	 	 	70	 
	Section 4.03
	 	Reports to Certificateholders	 	 	72	 
	Section 4.04
	 	Certificate Account	 	 	76	 
	Section 4.05
	 	The Pre-Funding Accounts	 	 	77	 
	Section 4.06
	 	The Capitalized Interest Account	 	 	78	 
	Section 4.07
	 	Securities Administration Account	 	 	78	 
	ARTICLE V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES
	 	 	 	 
	Section 5.01
	 	Distributions Generally	 	 	80	 
	Section 5.02
	 	Distributions from the Certificate Account	 	 	80	 
	Section 5.03
	 	Allocation of Losses	 	 	90	 
	Section 5.04
	 	Advances by Master Servicer, Servicers and Securities Administrator	 	 	91	 
	Section 5.05
	 	Compensating Interest Payments	 	 	92	 
	Section 5.06
	 	Basis Risk Reserve Fund	 	 	92	 







i









 






	 	 	 	 	 	 	 
	 	 	 	 	Page

	ARTICLE VI CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT
	 	 	 	 
	Section 6.01
	 	Duties of Trustee and Securities Administrator	 	 	93	 
	Section 6.02
	 	Certain Matters Affecting the Trustee and the Securities Administrator	 	 	96	 
	Section 6.03
	 	Trustee and Securities Administrator Not Liable for Certificates	 	 	97	 
	Section 6.04
	 	Trustee and the Securities Administrator May Own Certificates	 	 	98	 
	Section 6.05
	 	Eligibility Requirements for Trustee and Securities Administrator	 	 	98	 
	Section 6.06
	 	Resignation and Removal of Trustee and the Securities Administrator	 	 	98	 
	Section 6.07
	 	Successor Trustee and Successor Securities Administrator	 	 	100	 
	Section 6.08
	 	Merger or Consolidation of Trustee or the Securities Administrator	 	 	101	 
	Section 6.09
	 	Appointment of Co-Trustee, Separate Trustee or Custodian	 	 	101	 
	Section 6.10
	 	Authenticating Agents	 	 	102	 
	Section 6.11
	 	Indemnification of Trustee and Securities Administrator	 	 	103	 
	Section 6.12
	 	Fees and Expenses of Securities Administrator, Trustee and Custodians	 	 	104	 
	Section 6.13
	 	Collection of Monies	 	 	105	 
	Section 6.14
	 	Events of Default; Trustee To Act; Appointment of Successor	 	 	105	 
	Section 6.15
	 	Additional Remedies of Trustee Upon Event of Default	 	 	109	 
	Section 6.16
	 	Waiver of Defaults	 	 	110	 
	Section 6.17
	 	Notification to Holders	 	 	110	 
	Section 6.18
	 	Directions by Certificateholders and Duties of Trustee During Event of Default	 	 	110	 
	Section 6.19
	 	Action Upon Certain Failures of the Master Servicer and Upon Event of Default	 	 	111	 
	Section 6.20
	 	Preparation of Tax Returns and Other Reports	 	 	111	 
	ARTICLE VII PURCHASE OF MORTGAGE LOANS AND TERMINATION OF THE TRUST FUND
	 	 	 	 
	Section 7.01
	 	Purchase of Mortgage Loans; Termination of Trust Fund Upon Purchase or Liquidation of All Mortgage Loans	 	 	113	 
	Section 7.02
	 	Procedure Upon Termination of Trust Fund	 	 	114	 
	Section 7.03
	 	Additional Trust Fund Termination Requirements	 	 	114	 
	Section 7.04
	 	Optional Repurchase Right	 	 	115	 
	ARTICLE VIII RIGHTS OF CERTIFICATEHOLDERS
	 	 	 	 
	Section 8.01
	 	Limitation on Rights of Holders	 	 	116	 
	Section 8.02
	 	Access to List of Holders	 	 	117	 
	Section 8.03
	 	Acts of Holders of Certificates	 	 	117	 
	ARTICLE IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER; CREDIT RISK MANAGER
	 	 	 	 
	Section 9.01
	 	Duties of the Master Servicer	 	 	118	 
	Section 9.02
	 	Master Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance Policy	 	 	118	 
	Section 9.03
	 	Master Servicer’s Financial Statements and Related Information	 	 	119	 
	Section 9.04
	 	Power to Act; Procedures	 	 	119	 
	Section 9.05
	 	Enforcement of Servicer’s and Master Servicer’s Obligations	 	 	121	 







ii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page

	Section 9.06
	 	Collection of Taxes, Assessments and Similar Items	 	 	122	 
	Section 9.07
	 	Termination of Servicing Agreements; Successor Servicers	 	 	123	 
	Section 9.08
	 	Master Servicer Liable for Enforcement	 	 	124	 
	Section 9.09
	 	No Contractual Relationship Between Any Servicer and Trustee or Depositor	 	 	124	 
	Section 9.10
	 	Assumption of Servicing Agreement by Securities Administrator	 	 	124	 
	Section 9.11
	 	Due-on-Sale Clauses; Assumption Agreements	 	 	125	 
	Section 9.12
	 	Release of Mortgage Files	 	 	125	 
	Section 9.13
	 	Documents, Records and Funds in Possession of Master Servicer to be Held for Trustee	 	 	126	 
	Section 9.14
	 	Representations and Warranties of the Master Servicer	 	 	127	 
	Section 9.15
	 	Opinion	 	 	130	 
	Section 9.16
	 	Standard Hazard and Flood Insurance Policies	 	 	130	 
	Section 9.17
	 	Presentment of Claims and Collection of Proceeds	 	 	130	 
	Section 9.18
	 	Maintenance of the Primary Mortgage Insurance Policies	 	 	131	 
	Section 9.19
	 	Trustee To Retain Possession of Certain Insurance Policies and Documents	 	 	131	 
	Section 9.20
	 	[Reserved]	 	 	132	 
	Section 9.21
	 	Compensation to the Master Servicer	 	 	132	 
	Section 9.22
	 	REO Property	 	 	132	 
	Section 9.23
	 	[Reserved]	 	 	133	 
	Section 9.24
	 	Reports to the Trustee	 	 	133	 
	Section 9.25
	 	Annual Officer's Certificate as to Compliance	 	 	133	 
	Section 9.26
	 	Annual Independent Accountants' Servicing Report	 	 	134	 
	Section 9.27
	 	Merger or Consolidation	 	 	135	 
	Section 9.28
	 	Resignation of Master Servicer	 	 	135	 
	Section 9.29
	 	Assignment or Delegation of Duties by the Master Servicer	 	 	135	 
	Section 9.30
	 	Limitation on Liability of the Master Servicer and Others	 	 	136	 
	Section 9.31
	 	Indemnification; Third-Party Claims	 	 	137	 
	Section 9.32
	 	Special Servicing of Delinquent Mortgage Loans	 	 	137	 
	Section 9.33
	 	Alternative Index	 	 	137	 
	Section 9.34
	 	Duties of the Credit Risk Manager	 	 	137	 
	Section 9.35
	 	Limitation Upon Liability of the Credit Risk Manager	 	 	139	 
	Section 9.36
	 	Removal of Credit Risk Manager	 	 	139	 
	ARTICLE X REMIC ADMINISTRATION
	 	 	 	 
	Section 10.01
	 	REMIC Administration	 	 	140	 
	Section 10.02
	 	Prohibited Transactions and Activities	 	 	142	 
	Section 10.03
	 	Indemnification with Respect to Certain Taxes and Loss of REMIC Status	 	 	142	 
	Section 10.04
	 	REO Property	 	 	143	 
	ARTICLE XI MISCELLANEOUS PROVISIONS
	 	 	 	 
	Section 11.01
	 	Binding Nature of Agreement; Assignment	 	 	144	 
	Section 11.02
	 	Entire Agreement	 	 	144	 
	Section 11.03
	 	Amendment	 	 	144	 
	Section 11.04
	 	Voting Rights	 	 	145	 
	Section 11.05
	 	Provision of Information	 	 	146	 
	Section 11.06
	 	Governing Law	 	 	146	 







iii









 






	 	 	 	 	 	 	 
	 	 	 	 	Page

	Section 11.07
	 	Notices	 	 	146	 
	Section 11.08
	 	Severability of Provisions	 	 	147	 
	Section 11.09
	 	Indulgences; No Waivers	 	 	147	 
	Section 11.10
	 	Headings Not To Affect Interpretation	 	 	147	 
	Section 11.11
	 	Benefits of Agreement	 	 	147	 
	Section 11.12
	 	Special Notices to the Rating Agencies and any NIMS Insurer	 	 	147	 
	Section 11.13
	 	Conflicts	 	 	148	 
	Section 11.14
	 	Counterparts	 	 	149	 
	Section 11.15
	 	Transfer of Servicing	 	 	149	 







ATTACHMENTS




	 	 	 
	Exhibit A

	 	Forms of Certificates
	Exhibit B-1

	 	Form of Initial Certification
	Exhibit B-2

	 	Form of 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

	 	List of 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

	 	List of Custodial Agreements
	Exhibit L

	 	[Reserved]
	Exhibit M

	 	List of Credit Risk Management Agreements
	Exhibit N-1

	 	[Reserved]
	Exhibit N-2

	 	[Reserved]
	Exhibit O

	 	Form of Addition Notice (for purchase of Subsequent Mortgage Loans)
	Exhibit P-1

	 	Initial Interest Rate Cap Agreement
	Exhibit P-2

	 	Class 2-A1 Cap Agreement
	Exhibit Q

	 	Form of Certification to be Provided by Securities Administrator to the Depositor
	Exhibit R-1

	 	Format of Watchlist Report
	Exhibit R-2

	 	Format of Loss Severity Report
	Exhibit R-3

	 	Format of Mortgage Insurance Claims Report
	Exhibit R-4

	 	Format of Prepayment Premiums Report
	Exhibit R-5

	 	Format of Analyst Report
	Exhibit S

	 	Form of Certification to be Provided by the Credit Risk Manager
	Schedule A

	 	Mortgage Loan Schedule (by Mortgage Pool)







iv









 






     This TRUST AGREEMENT, dated as of June 1, 2004 (the “Agreement”), is by
and among STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as
depositor (the “Depositor”), LASALLE BANK NATIONAL ASSOCIATION, as Trustee (the
“Trustee”), AURORA LOAN SERVICES INC., as master servicer (the “Master
Servicer”), WELLS FARGO BANK, N.A., as securities administrator (the
“Securities Administrator”), and THE MURRAYHILL COMPANY, a Colorado
corporation, as credit risk manager (the “Credit Risk Manager”).



PRELIMINARY STATEMENT




     The Depositor has acquired the Initial Mortgage Loans from the Seller, and
at the Closing Date is the owner of the Initial Mortgage Loans and the other
property being conveyed by it to the Trustee hereunder 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
Initial Mortgage Loans, the Pre-Funding Amount 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 Initial Mortgage Loans, any Subsequent Mortgage Loans and the other
property constituting the Trust Fund. All covenants and agreements made by the
Seller in the Mortgage Loan Sale Agreement and 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, to the
extent provided herein, any NIMS Insurer. The Depositor, the Trustee, the
Master Servicer, the Securities Administrator and the Credit Risk Manager 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 (exclusive
of (i) the Pre-Funding Accounts, (ii) the Capitalized Interest Account, (iii)
the Basis Risk Reserve Fund, and (iv) the Cap Agreements (collectively, the
“Excluded Trust Property”) be treated for federal income tax purposes as
comprising three real estate mortgage investment conduits (each a “REMIC” or,
in the alternative, REMIC 1, REMIC 2, and REMIC 3; REMIC 3 also being referred
to as the “Upper Tier REMIC”). Each Certificate, other than the Class X
Certificates and the Class R Certificate represents ownership of a regular
interest in the Upper Tier REMIC for purposes of the REMIC Provisions. The
Class X Certificates represent ownership of two regular interests in the Upper
Tier REMIC as described in note 14 of the table below for such REMIC. In
addition, each Certificate, other than the Class R, Class A-SIO, Class X and
Class P Certificates, represents the right to receive payments with respect to
any Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls from the Basis Risk
Reserve Fund pursuant to Section 5.06. The Class R Certificate represents
ownership of the sole Class of residual interest in each of REMIC 1, REMIC 2,
and the Upper Tier REMIC for purposes of the REMIC Provisions.



     The Upper Tier REMIC shall hold as its assets the several Classes of
uncertificated Lower Tier Interests in REMIC 2, and each such Lower Tier
Interest is hereby designated as a regular interest in REMIC 2 for purposes of
the REMIC Provisions. REMIC 2 shall hold as its assets the several Classes of
uncertificated Lower Tier Interests in REMIC 1, and each such Lower Tier
Interest is hereby designated as a regular interest in REMIC 1. REMIC 1 shall
hold



 









 







as its assets the property of the Trust Fund other than the Lower Tier
Interests in REMIC 1 and REMIC 2, and the Excluded Trust Property.



     The startup day for each REMIC created hereby for purposes of the REMIC
Provisions is the Closing Date. In addition, for purposes of the REMIC
Provisions, the latest possible maturity date for each regular interest in each
REMIC created hereby is the Latest Possible Maturity Date.



REMIC 1




     (a) The following table sets forth (or describes) the class designation,
interest rate, and initial class principal amount for each class of Lower Tier
Interests in REMIC 1.



	 	 	 	 	 	 	 	 	 
	 	 	REMIC 1	 	 
	 	 	Lower	 	 
	REMIC 1 Lower	 	Tier	 	 
	Tier Class	 	Interest	 	Initial Class
	Designation
	 	Rate
	 	Principal Amount

	Class LT1-A1(1)
	 	 	(1	)	 	$	602,885,999.47	 
	Class LT1-A1(2)
	 	 	(2	)	 	$	602,885,999.47	 
	Class LT1-A2(1)
	 	 	(3	)	 	$	557,404,625.19	 
	Class LT1-A2(2)
	 	 	(4	)	 	$	557,404,625.19	 
	Class LT1-R
	 	 	(5	)	 	 	(5	)








	(1)	 	The interest rate with respect to any Distribution Date (and the
related Accrual Period) for the Class LT1-A1(1) Interest is a per annum
rate equal to the product of (i) 2.20% and (ii) a fraction, the
numerator of which is the actual number of days in the Accrual Period
applicable to the Class A-SIO Certificates and the denominator of which
is 30.
	 
	(2)	 	The interest rate with respect to any Distribution Date (and the
related Accrual Period) for the Class LT1-A1(2) Interest is a per annum
rate equal to the excess, if any, of the product of two and the Pool 1
Net WAC over (i) 2.20% and (ii) a fraction, the numerator of which is
the actual number of days in the Accrual Period applicable to the Class
A-SIO Certificates and the denominator of which is 30.
	 
	(3)	 	The interest rate with respect to any Distribution Date (and the
related Accrual Period) for the Class LT1-A2(1) Interest is a per annum
rate equal to the product of (i) 2.20% and (ii) a fraction, the
numerator of which is the actual number of days in the Accrual Period
applicable to the Class A-SIO Certificates and the denominator of which
is 30.
	 
	(4)	 	The interest rate with respect to any Distribution Date (and the
related Accrual Period) for the Class LT1-A2(2) Interest is a per annum
rate equal to the excess, if any, of the product of two and the Pool 2
Net WAC over (i) 2.20% and (ii) a fraction, the numerator of which is
the actual number of days in the Accrual Period applicable to the Class
A-SIO Certificates and the denominator of which is 30.
	 
	(5)	 	The Class LT1-R Interest is the sole class of residual interest in
REMIC 1. It does not have an interest rate or a principal balance. On
each Distribution Date, Available Funds remaining after all
distributions with respect to the other REMIC 1 Lower Tier Interests
have been made in the manner described below shall be distributed with
respect to the Class LT1-R Interest.





     On each Distribution Date, the Trustee shall first pay or charge as an
expense of REMIC 1 all expenses of the Trust for such Distribution Date,
excluding the Credit Risk Manager’s Fee.



     On each Distribution Date, the Trustee shall distribute the remaining
Interest Remittance Amount to the Lower Tier Interests in REMIC 1 at the rates
described above, pro rata, based on the amount of interest accrued on each such
Lower Tier Interest for the related Accrual Period.



2









 





     On each Distribution Date, the Trustee shall distribute the Principal
Remittance Amount to the Lower Tier Interests in REMIC 1:




	(a)	 	Principal distributed and Realized Losses allocable to the
Pool 1 Mortgage Loans, to the Class LT1-A1(1) Interest and the
Class LT1-A1(2) Interest, pro rata, until their Class Principal
Amounts are reduced to zero.
	 
	(b)	 	Principal distributed and Realized Losses allocable to the
Pool 2 Mortgage Loans, to the Class LT1-A2(1) Interest and the
Class LT1-A2(2) Interest, pro rata, until their Class Principal
Amounts are reduced to zero.





     On each Distribution Date, the Trustee shall distribute the Prepayment
Premiums with respect to each Pool collected during the preceding Prepayment
Period ratably among the Lower Tier Interests in REMIC 1 in proportion to the
interest distributed on each such Class on such Distribution Date.



REMIC 2




     The following table sets forth (or describes) the class designation,
interest rate, and initial Class Principal Amount for each class of Lower Tier
Interests in REMIC 2.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	REMIC 2	 	REMIC 2	 	 	 	 	 	Corresponding Class of
	Lower Tier Class	 	Lower Tier	 	Initial Class	 	Certificate(s)
	Designation
	 	Interest Rate
	 	Class Principal Amount
	 	or Component

	LT2-1A1
	 	 	(1	)	 	$	196,490,500.00	 	 	 	1-A1	 
	LT2-2A1
	 	 	(1	)	 	$	133,131,000.00	 	 	 	2-A1	 
	LT2-2A2
	 	 	(1	)	 	$	48,536,250.00	 	 	 	2-A2	 
	LT2-A3(1)
	 	 	(1	)	 	$	68,176,500.00	 	 	 	A3	(1)
	LT2-A3(2)
	 	 	(1	)	 	$	63,033,250.00	 	 	 	A3	(2)
	LT2-M1
	 	 	(1	)	 	$	30,457,750.00	 	 	 	M1	 
	LT2-M2
	 	 	(1	)	 	$	15,954,000.00	 	 	 	M2	 
	LT2-M3
	 	 	(1	)	 	$	5,801,500.00	 	 	 	M3	 
	LT2-M4
	 	 	(1	)	 	$	4,641,250.00	 	 	 	M4	 
	LT2-M5
	 	 	(1	)	 	$	4,641,250.00	 	 	 	M5	 
	LT2-M6
	 	 	(1	)	 	$	3,480,750.00	 	 	 	M6	 
	LT2-B
	 	 	(1	)	 	$	2,900,750.00	 	 	 	B	 
	LT2-Pool-1-PSA
	 	 	(2	)	 	$	1,471,039.99	 	 	 	N/A	 
	LT2-Pool-1-N
	 	 	(2	)	 	$	299,971,959.74	 	 	 	N/A	 
	LT2-Pool-2-PSA
	 	 	(3	)	 	$	1,360,072.50	 	 	 	N/A	 
	LT2-Pool 2-N
	 	 	(3	)	 	$	277,342,240.09	 	 	 	N/A	 
	LT2-Q
	 	 	(1	)	 	$	1,163,191,186.98	 	 	 	N/A	 
	LT2-A-SIO(1)
	 	 	(4	)	 	 	(4	)	 	A-SIO
	LT2-A-SIO(2)
	 	 	(5	)	 	 	(5	)	 	A-SIO
	LT2-R
	 	 	(6	)	 	 	(6	)	 	 	R	 













	(1)	 	The interest rate with respect to any Distribution Date (and the related
Accrual Period) for each of these Lower Tier Interests is a per annum rate
equal to the weighted average of the interest rates on the Lower Tier
Interests in REMIC 1, computed after subjecting the rate payable on each
of the REMIC 1 Lower Tier




3









 









	 	 	Interests having a “(1)” in its class designation to a cap equal to the
product of (i) 2, (ii) LIBOR, and (iii) a fraction, the numerator of
which is the actual number of days in the Accrual Period applicable to
the Class A-SIO Certificates and the denominator of which is 30.
	 
	(2)	 	The interest rate with respect to any Distribution Date (and the related
Accrual Period) for each of these Lower Tier Interests is a per annum rate
equal to the weighted average of the interest rates on the Class LT1-A1(1)
and Class LT1-A1(2) Interests, computed after subjecting the rate payable
on each such REMIC 1 Lower Tier Interest to a cap equal to the product of
(i) 2, (ii) LIBOR, and (iii) a fraction, the numerator of which is the
actual number of days in the Accrual Period applicable to the Class A-SIO
Certificates and the denominator of which is 30
	 
	(3)	 	The interest rate with respect to any Distribution Date (and the related
Accrual Period) for each of these Lower Tier Interests is a per annum rate
equal to the weighted average of the interest rates on the Class LT1-A2(1)
and Class LT1-A2(2) Interests, computed after subjecting the rate payable
on each such REMIC 1 Lower Tier Interest to a cap equal to the product of
(i) 2, (ii) LIBOR, and (iii) a fraction, the numerator of which is the
actual number of days in the Accrual Period applicable to the Class A-SIO
Certificates and the denominator of which is 30..
	 
	(4)	 	This Lower Tier Interest does not have a principal balance, but bears
interest on a notional principal amount equal to the outstanding principal
balance of the Class LT1-A1(1) Interest. The interest rate with respect
to any Distribution Date (and the related Accrual Period) for this Lower
Tier Interest is a per annum rate equal to the excess, if any, of (i)
2.20% over (ii) the product of (a) 2 and (b) LIBOR.
	 
	(5)	 	This Lower Tier Interest does not have a principal balance, but bears
interest on a notional principal amount equal to the outstanding principal
balance of the Class LT1-A2(1) Interest. The interest rate with respect
to any Distribution Date (and the related Accrual Period) for this Lower
Tier Interest is a per annum rate equal to the excess, if any, of (i)
2.20% over (ii) the product of (a) 2 and (b) LIBOR.
	 
	(6)	 	The Class LT2-R Interest is the sole class of residual interests in REMIC
2. It does not have an interest rate or a Class Principal Amount.





     On each Distribution Date, the Trustee shall distribute the Interest
Remittance Amount distributed with respect to the Lower Tier Interests in REMIC
1 to the Lower Tier Interests in REMIC 2 based on the above-described interest
rates, provided however, that interest that accrues on the Class LT2-Q Interest
shall be deferred in an amount equal to 25% of the increase for such
Distribution Date in the Overcollateralization Amount and the interest so
deferred shall be applied to make the principal distributions described below
for such Distribution Date. Any interest so deferred shall itself bear
interest at the interest rate for the Class LT2-Q Interest.



     On each Distribution Date the principal distributed on the REMIC 1 Lower
Tier Interests (together with an amount equal to the interest deferred on the
Class LT2-Q Interest for such Distribution Date) shall be distributed, and
Realized Losses shall be allocated, among the Lower Tier Interests in REMIC 2
in the following order of priority:




	(a)	 	First, to the Class LT2-Pool-1-PSA Interest until its Class
Principal Amount equals one percent of the Pool Subordinate Amount
for Pool 1 immediately after such Distribution Date;
	 
	(b)	 	Second, to the Class LT2-Pool-2-PSA Interest until its Class
Principal Amount equals one percent of the Pool Subordinate Amount
for Pool 2 immediately after such Distribution Date;
	 
	(c)	 	Third, to the Class LT2-Pool-1-PSA and Class LT2-Pool-2-PSA
Interests the minimum amount necessary to cause the ratio of the
Class Principal Amounts of each such Lower Tier Interest to the
other Lower Tier Interest to equal the ratio of the Pool




4









 






	 	 	Subordinate Amounts of the Pool related to such Lower Tier Interest to
the Pool Subordinate Amount related to the other Lower Tier Interests;
	 
	(d)	 	Fourth, to the Class LT2-Pool-1-N Interest until the
aggregate Class Principal Amount of the Class LT2-Pool-1-N Interest
and the Class LT2-Pool-1-PSA Interest equals one-quarter of the Pool
Balance of the Mortgage Loans in Pool 1 immediately after such
Distribution Date;
	 
	(e)	 	Fifth, to the Class LT2-Pool-2-N Interest until the aggregate
Class Principal Amount of the Class LT2-Pool-2-N Interest and the
Class LT2-Pool-2-PSA Interest equals one-quarter of the Pool Balance
of the Mortgage Loans in Pool 2 immediately after such Distribution
Date;
	 
	(f)	 	Sixth, to the Class LT2-1A1, Class LT2-2A1, Class LT2-2A2,
Class LT2-A3(1), and Class LT2-A3(2) Interests until the Class
Principal Amount of each such Lower Tier Interest equals one-quarter
of the Class Principal Amount of the Corresponding Class of
Certificates or Components for such Interest immediately after such
Distribution Date;
	 
	(g)	 	Seventh, to the Class LT2-M1 Interest until its Class
Principal Amount equals one-quarter of the Class Principal Amount of
the Class M1 Certificates immediately after such Distribution Date;
	 
	(h)	 	Eighth, to the Class LT2-M2 Interest until its Class
Principal Amount equals one-quarter of the Class Principal Amount of
the Class M2 Certificates immediately after such Distribution Date;
	 
	(i)	 	Ninth, to the Class LT2-M3 Interest until its Class Principal
Amount equals one-quarter of the Class Principal Amount of the Class
M3 Certificates immediately after such Distribution Date;
	 
	(j)	 	Tenth, to the Class LT2-M4 Interest until its Class Principal
Amount equals one-quarter of the Class Principal Amount of the Class
M4 Certificates immediately after such Distribution Date;
	 
	(k)	 	Eleventh, to the Class LT2-M5 Interest until its Class
Principal Amount equals one-quarter of the Class Principal Amount of
the Class M5 Certificates immediately after such Distribution Date;
	 
	(l)	 	Twelfth, to the Class LT2-M6 Interest until its Class
Principal Amount equals one-quarter of the Class Principal Amount of
the Class M6 Certificates immediately after such Distribution Date;
	 
	(m)	 	Fifteenth, to the Class LT2-B Interest until its Class
Principal Amount equals one-quarter of the Class Principal Amount of
the Class B Certificates immediately after such Distribution Date;
and
	 
	(n)	 	Finally, to the Class LT2-Q Interest, any remaining amounts.




5









 











     On each Distribution Date, the Trustee shall distribute the Prepayment
Premiums with respect to each Pool collected during the preceding Prepayment
Period to the LT2-Q Interest.



REMIC 3



The following table sets forth (or describes) the Class designation,
Certificate Interest Rate, initial Class Principal Amount (or Class Notional
Amount) and minimum denomination for each Class of Certificates comprising
interests in the Trust Fund created hereunder. Each Certificate, other than
the Class R Certificate, represents ownership of regular interests in the Upper
Tier REMIC.




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Initial	 	 
	 	 	 	 	 	 	Class Principal	 	 
	Class	 	Certificate	 	Amount or Class	 	Minimum
	Designation
	 	Interest Rate
	 	Notional Amount
	 	Denominations

	Class 1-A1
	 	 	(1	)	 	$	785,962,000	 	 	$	25,000	 
	Class 2-A1
	 	 	(2	)	 	$	532,524,000	 	 	$	25,000	 
	Class 2-A2
	 	 	(3	)	 	$	194,145,000	 	 	$	25,000	 
	Class A3
	 	 	(4	)	 	$	524,839,000	 	 	$	25,000	 
	Class A-SIO
	 	 	(5	)	 	 	(16	)	 	$	1,000,000	 
	Class M1
	 	 	(6	)	 	$	121,831,000	 	 	$	100,000	 
	Class M2
	 	 	(7	)	 	$	63,816,000	 	 	$	100,000	 
	Class M3
	 	 	(8	)	 	$	23,206,000	 	 	$	100,000	 
	Class M4
	 	 	(9	)	 	$	18,565,000	 	 	$	100,000	 
	Class M5
	 	 	(10	)	 	$	18,565,000	 	 	$	100,000	 
	Class M6
	 	 	(11	)	 	$	13,932,000	 	 	$	100,000	 
	Class B
	 	 	(12	)	 	$	11,603,000	 	 	$	100,000	 
	Class X
	 	 	(13	)	 	 	(13	)	 	 	10	%
	Class R
	 	 	(14	)	 	 	(14	)	 	 	100	%(15)
	Class P
	 	 	(17	)	 	 	(18	)	 	 	10	%













	(1)	 	The Certificate Interest Rate with respect to any Distribution Date (and
the related Accrual Period) for the Class 1-A1 Certificates is the per
annum rate equal to the lesser of (i) LIBOR plus 0.19% and (ii) with
respect to any Distribution Date on which any of the Group 2 Senior
Certificates are outstanding, the Pool 1 Net Funds Cap for such
Distribution Date or, after the Distribution Date on which the Class
Principal Amounts and Component Principal Amount of the Group 2 Senior
Certificates have been reduced to zero, the Subordinate Net Funds Cap for
such Distribution Date; provided, that if the Mortgage Loans and related
property are not purchased pursuant to Section 7.01(b) on the Initial
Optional Purchase Date, then with respect to each subsequent Distribution
Date the per annum rate calculated pursuant to clause (i) above with
respect to the Class 1-A1 Certificates will be LIBOR plus 0.38%.
	 
	(2)	 	The Certificate Interest Rate with respect to any Distribution Date (and
the related Accrual Period) for the Class 2-A1 Certificates is the per
annum rate equal to the lesser of (i) LIBOR plus 0.13% and (ii) with
respect to any Distribution Date on which any of the Group 1 Senior
Certificates are outstanding, the Pool 2 Net Funds Cap for such
Distribution Date or, after the Distribution Date on which the Class
Principal Amount and Component Principal Amount of the Group 1 Senior
Certificates have been reduced to zero, the Subordinate Net Funds Cap for
such Distribution Date; provided, that if the Mortgage Loans and related
property are not purchased pursuant to Section 7.01(b) on the Initial
Optional Purchase Date, then with respect to each




6









 









	 	 	subsequent Distribution Date the per annum rate calculated pursuant to
clause (i) above with respect to the Class 2-A1 Certificates will be LIBOR
plus 0.26%.
	 
	(3)	 	The Certificate Interest Rate with respect to any Distribution Date (and
the related Accrual Period) for the Class 2-A2 Certificates is the per
annum rate equal to the lesser of (i) LIBOR plus 0.23% and (ii) with
respect to any Distribution Date on which any of the Group 1 Senior
Certificates are outstanding, the Pool 2 Net Funds Cap for such
Distribution Date or, after the Distribution Date on which the Class
Principal Amount and Component Principal Amount of the Group 1 Senior
Certificates have been reduced to zero, the Subordinate Net Funds Cap for
such Distribution Date; provided, that if the Mortgage Loans and related
property are not purchased pursuant to Section 7.01(b) on the Initial
Optional Purchase Date, then with respect to each subsequent Distribution
Date the per annum rate calculated pursuant to clause (i) above with
respect to the Class 2-A2 Certificates will be LIBOR plus 0.46%.
	 
	(4)	 	The Certificate Interest Rate for the Class A3 Certificates with respect
to any Distribution Date (and the related Accrual Period) is equal to the
weighted average of the Component Interest Rates of the A3(1) and A3(2)
Components, weighted on the basis of the related Component Principal
Amounts immediately prior to that date. The Component Interest Rate of
the A3(1) Component with respect to each Distribution Date (and related
Accrual Period) prior to the Distribution Date in July 2006 will be equal
to the lesser of (i) 3.50% per annum and (ii) the Pool 1 Net Funds Cap,
and after the Distribution Date in July 2006, the lesser of (x) LIBOR plus
0.55% and (y) the Pool 1 Net Funds Cap; provided, however, after the
Distribution Date on which the Class Principal Amounts and Component
Principal Amount of the Group 2 Senior Certificates have been reduced to
zero, the Pool 1 Net Funds Cap in clauses (ii) and (y) above will be
replaced by the Subordinate Net Funds Cap; provided, further, that if the
Mortgage Loans and related property are not purchased pursuant to Section
7.01(b) on the Initial Optional Purchase Date, then with respect to each
subsequent Distribution Date, the per annum rate calculated pursuant to
clause (x) above with respect to the A3(1) Component will be equal to
LIBOR plus 0.80%. The Component Interest Rate of the A3(2) Component with
respect to each Distribution Date (and related Accrual Period) prior to
the Distribution Date in July 2006 will equal the lesser of (i) 3.50% per
annum and (ii) the Pool 2 Net Funds Cap, and after the Distribution in
July 2006, the lesser of (x) LIBOR plus 0.55% and (y) the Pool 2 Net Funds
Cap; provided, however, after the Distribution Date on which the Class
Principal Amount and Component Principal Amount of the Group 1 Senior
Certificates have been reduced to zero, the Pool 2 Net Funds Cap in
clauses (ii) and (y) above will be replaced by the Subordinate Net Funds
Cap; provided, further, that if the Mortgage Loans and related property
are not purchased pursuant to Section 7.01(b) on the Initial Optional
Purchase Date, then with respect to each subsequent Distribution Date, the
per annum rate calculated pursuant to clause (x) will be LIBOR plus 0.80%
	 
	(5)	 	The Certificate Interest Rate for the Class A-SIO Certificates with
respect to any Distribution Date (and the related Accrual Period) is equal
to the weighted average of the Component Interest Rates of its A-SIO(1)
and A-SIO(2) Components weighted on the basis of their related Component
Notional Amounts immediately prior to such Date.
	 
	(6)	 	The Certificate Interest Rate with respect to any Distribution Date (and
the related Accrual Period) for the Class M1 Certificates is the per annum
rate equal to the lesser of (i) LIBOR plus 0.60% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided, that if the Mortgage
Loans and related property are not purchased pursuant to Section 7.01(b)
on the Initial Optional Purchase Date, then with respect to each
subsequent Distribution Date the per annum rate calculated pursuant to
clause (i) above with respect to the Class M1 Certificates will be LIBOR
plus 0.90%.
	 
	(7)	 	The Certificate Interest Rate with respect to any Distribution Date (and
the related Accrual Period) for the Class M2 Certificates is the per annum
rate equal to the lesser of (i) LIBOR plus 1.30% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided, that if the Mortgage
Loans and related property are not purchased pursuant to Section 7.01(b)
on the Initial Optional Purchase Date, then with respect to each
subsequent Distribution Date the per annum rate calculated pursuant to
clause (i) above with respect to the Class M2 Certificates will be LIBOR
plus 1.95%.
	 
	(8)	 	The Certificate Interest Rate with respect to any Distribution Date (and
the related Accrual Period) for the Class M3 Certificates is the per annum
rate equal to the lesser of (i) LIBOR plus 1.50% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided, that if the Mortgage
Loans and related property are not purchased pursuant to Section 7.01(b)
on the Initial Optional Purchase Date, then with respect




7









 







	 	 	to each subsequent Distribution Date the per annum rate calculated pursuant
to clause (i) above with respect to the Class M3 Certificates will be LIBOR
plus 2.25%.
	 
	(9)	 	The Certificate Interest Rate with respect to any Distribution Date (and
the related Accrual Period) for the Class M4 Certificates is the per annum
rate equal to the lesser of (i) LIBOR plus 1.65% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided, that if the Mortgage
Loans and related property are not purchased pursuant to Section 7.01(b)
on the Initial Optional Purchase Date, then with respect to each
subsequent Distribution Date the per annum rate calculated pursuant to
clause (i) above with respect to the Class M4 Certificates will be LIBOR
plus 2.475%.
	 
	(10)	 	The Certificate Interest Rate with respect to any Distribution Date (and
the related Accrual Period) for the Class M5 Certificates is the per annum
rate equal to the lesser of (i) LIBOR plus 1.75% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided, that if the Mortgage
Loans and related property are not purchased pursuant to Section 7.01(b)
on the Initial Optional Purchase Date, then with respect to each
subsequent Distribution Date the per annum rate calculated pursuant to
clause (i) above with respect to the Class M5 Certificates will be LIBOR
plus 2.625%.
	 
	(11)	 	The Certificate Interest Rate with respect to any Distribution Date (and
the related Accrual Period) for the Class M6 Certificates is the per annum
rate equal to the lesser of (i) LIBOR plus 2.75% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided, that if the Mortgage
Loans and related property are not purchased pursuant to Section 7.01(b)
on the Initial Optional Purchase Date, then with respect to each
subsequent Distribution Date the per annum rate calculated pursuant to
clause (i) above with respect to the Class M6 Certificates will be LIBOR
plus 4.125%.
	 
	(12)	 	The Certificate Interest Rate with respect to any Distribution Date (and
the related Accrual Period) for the Class B Certificates is the per annum
rate equal to the lesser of (i) LIBOR plus 2.75% and (ii) the Subordinate
Net Funds Cap for such Distribution Date; provided, that if the Mortgage
Loans and related property are not purchased pursuant to Section 7.01(b)
on the Initial Optional Purchase Date, then with respect to each
subsequent Distribution Date the per annum rate calculated pursuant to
clause (i) above with respect to the Class B Certificates will be LIBOR
plus 4.125%.
	 
	(13)	 	The Class X Certificates shall have an initial Class Principal Amount of
$11,602,149.53, which right represents a regular interest in the Upper
Tier REMIC; the Class X Certificates also comprises a notional component,
which is also a regular interest in the Upper Tier REMIC. The notional
component has a notional Class Principal Amount that at all times will
equal the aggregate of the Class Principal Amounts of the Lower Tier
Interests in REMIC 4 (i.e., the Aggregate Pool Balance). For each
Distribution Date (and the related Accrual Period), the notional component
shall bear interest at a rate equal to the excess of (a) (i) the weighted
average of the interest rates on the regular interests in REMIC 4 (other
than the regular interests having an “A-SIO” in their class designation),
weighted on the basis of the Class Principal Amount of each such Lower
Tier Interest, minus (ii) the Credit Risk Manager’s Fee Rate, over (b) the
Adjusted Lower Tier WAC. For any Distribution Date, interest that accrues
on the notional component of the Class X Certificates shall be deferred to
the extent of any increase in the Overcollateralization Amount on such
date. Such deferred interest shall not itself bear interest. In
addition, for any Distribution Date, the Class X Certificates will be
entitled to amounts distributed on the Class LT4-IO Interest.
	 
	(14)	 	The Class R Certificate will be issued without a Class Principal Amount
and will not bear interest at a stated rate. The Class R Certificate
represents ownership of the residual interest in the Upper Tier REMIC, as
well as ownership of the Class LT2-R and Class LT1-R Interests.
	 
	(15)	 	The Class R Certificates will be issued as a single Certificate
evidencing the entire Percentage Interest in such Class.
	 
	(16)	 	The Class A-SIO Certificates are an interest-only Class and for any
Distribution Date shall bear interest at the per annum rate shown above on
its Class Notional Amount (as defined herein). For purposes of the REMIC
Provisions, the Class A-SIO Certificates are entitled on any Distribution
Date to the amounts distributed with respect to the Class LT2-A-SIO (1)
and Class LTA-SIO(2) Interests.
	 
	(17)	 	The Class P Certificates shall not bear interest at a stated rate.
Prepayment Premiums paid with respect to the Mortgage Loans shall be paid
to the Holders of the Class P Certificates as provided in Section 5.02(g).
	 
	(18)	 	The Class P Certificates will have an initial Class P Principal Amount of
$100.




8









 










     As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance of $2,233,898,174.90.



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



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: As provided in each Servicing Agreement.



     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.



     Accrual
Period: With respect to each Class and Component of Certificates
(other than the Class P, Class X and Class R Certificates) and any Distribution
Date, the period beginning on the Distribution Date in the calendar month
immediately preceding the month in which the related Distribution Date occurs
(or, in the case of the first Distribution Date, beginning on June 25, 2004)
and ending on the day immediately preceding the related Distribution Date, as
calculated in accordance with Section 1.03.



     Act: As defined in Section 3.03(c).



     Addition Notice: With respect to each sale of Subsequent Mortgage Loans
to the Trust Fund pursuant to Section 2.01(b) of this Agreement, a notice from
the Depositor substantially in the form of Exhibit O hereto delivered to the
Trustee, the Master Servicer, the Securities Administrator, the Custodians,
each Rating Agency and any NIMS Insurer.



     Additional Collateral: None.



     Adjustable Rate Mortgage Loan: Any Mortgage Loan as to which the related
Mortgage Note provides for the adjustment of the Mortgage Rate applicable
thereto.



     Adjusted Lower Tier WAC: For any Distribution Date (and the related
Accrual Period), the product of (i) four, multiplied by (ii) the weighted
average of the interest rates for such Distribution Date for the Class LT2-1A1,
Class LT2-1A1, Class LT2-2A2, Class LT2-A3(1), Class LT2-A3(2), Class LT2-M1,
Class LT2-M2, Class LT2-M3, Class LT2-M4, Class LT2-M5, Class LT2-M6, Class
LT2-B, Class LT2-Pool-1-PSA, Class LT2-Pool-1-N, Class LT2-Pool-2-PSA, Class
LT2-Pool-2-N, and Class LT2-Q Interests, determined for this purpose by first
subjecting the rate payable on the Class LT2-Pool-1-PSA, Class LT2-Pool-1-N,
Class LT2-Pool-2-PSA, Class LT2-Pool-2-N, and Class LT2-Q Interests to a cap of zero, and
subjecting the rate payable on the Class LT2-1A1, Class LT2-2A1, Class LT2-2A2,
Class LT2-A3(1), Class LT2-



9









 







A3(2), Class LT2-M1, Class LT2-M2, Class LT2-M3,
Class LT2-M4, Class LT2-M5, Class LT2-M6, and Class LT2-B Interests to a cap
that corresponds to the Certificate Interest Rate for the Corresponding Class
of Certificates for such Distribution Date.



     Advance: With respect to a Mortgage Loan other than a Simple Interest
Mortgage Loan, 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 a Due Date in the related Collection 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 any Servicer (or by the
Securities Administrator) pursuant to Section 5.04, but only to the extent that
such amount is expected, in the reasonable judgment of the Master Servicer or
Servicer (or by the Securities Administrator), to be recoverable from
collections or recoveries in respect of such Mortgage Loans. With respect to a
Simple Interest Mortgage Loan, an advance of an amount equal to the interest
accrual on such Simple Interest Mortgage Loan through the related Due Date but
not received as of the close of business on the related Distribution Date (net
of applicable Servicing Fee) required to be made by or on behalf of the Master
Servicer or any Servicer (or by the Securities Administrator) pursuant to
Section 5.04, but only to the extent that such amount is expected, in the
reasonable judgment of the Master Servicer or Servicer (or by the Securities
Administrator), to be recoverable from collections or recoveries in respect of
such Simple Interest Mortgage Loans.



     Adverse REMIC Event: Either (i) the loss of status as a REMIC, within the
meaning of Section 860D of the Code, for any group of assets identified as a
REMIC in the Preliminary Statement to this Agreement, or (ii) the imposition of
any tax, including the tax imposed under Section 860F(a)(1) on prohibited
transactions and the tax imposed under Section 860G(d) on certain contributions
to a REMIC, on any REMIC created hereunder to the extent such tax would be
payable from assets held as part of the Trust Fund.



     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 Expense Rate: With respect to any Mortgage Loan, the sum of the
Servicing Fee Rate, the Securities Administrator Fee Rate and the applicable
Insurance Fee Rate, in the case of any Mortgage Loan covered by Bulk PMI
Policies or lender-paid PMI Policy.



     Aggregate Pool Balance: As of any date of determination, the aggregate of
the Pool Balances of Pool 1 and Pool 2 on such date.



     Aggregate Overcollateralization Release Amount: With respect to any
Distribution Date, the lesser of (x) the aggregate of the Principal Remittance
Amounts for each Mortgage Pool for such Distribution Date and (y) the amount,
if any, by which (i) the Overcollateralization Amount
for such date, calculated for this purpose on the basis of the assumption
that 100% of the aggregate of the Principal Remittance Amounts for such
Distribution Date is applied on such



10









 







date in reduction of the aggregate
Certificate Principal Amount of the Certificates, exceeds (ii) the Targeted
Overcollateralization Amount for such Distribution Date.



     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.



     Anniversary Year: The one-year period beginning on the Closing Date and
ending on the first anniversary thereof, and each subsequent one-year period
beginning on the day after the end of the preceding Anniversary Year and ending
on next succeeding anniversary of the Closing Date.



     Applied Loss Amount: With respect to any Distribution Date, the amount,
if any, by which (x) the aggregate Certificate Principal Amount of the
Certificates after giving effect to distributions of principal on such
Distribution Date, but before giving effect to any application of the Applied
Loss Amount with respect to such date, exceeds (y) the Aggregate Pool Balance
for such Distribution 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.



     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 neither a Custodian
nor the Trustee shall be responsible for determining whether any such
assignment is in recordable form.



     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.



     B Principal Distribution Amount: With respect to any Distribution Date on
or after the Stepdown Date and as long as a Trigger Event is not in effect with
respect to such Distribution Date, the amount, if any, by which (x) the sum of
(i) the aggregate Class Principal Amount of the Class 1-A1, Class 2-A1, Class
2-A2, Class A3, Class M1, Class M2, Class M3, Class M4, Class M5 and Class M6
Certificates, in each case after giving effect to distributions on such
Distribution Date, and (ii) the Class Principal Amount of the Class B
Certificates immediately prior to such Distribution Date exceeds (y) the B
Target Amount.



     B Target Amount: With respect to any Distribution Date, the lesser of (a)
the product of (1) 99.00% and (2) the Aggregate Pool Balance for such
Distribution Date determined as of the last day of the related Collection
Period and (b) the amount, if any, by which (1) the Aggregate



11









 







Pool Balance for
such Distribution Date determined as of the last day of the related Collection
Period exceeds (2) the Targeted Overcollateralization Amount for such
Distribution Date.



     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.



     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 Code: The United States Bankruptcy Code of 1986, as amended.



     Basis Risk Payment: With respect to any Distribution Date, an amount
equal to the sum of (i) any Basis Risk Shortfall for such Distribution Date,
(ii) any Unpaid Basis Risk Shortfalls from previous Distribution Dates and
(iii) any Required Reserve Fund Amount for such Distribution Date less any
amounts received by the Trust Fund pursuant to the Initial Cap Agreement or,
solely to the extent of any Basis Risk Shortfall for such Distribution Date or
Unpaid Basis Risk Shortfalls from previous Distribution Dates on the Class 2-A1
Certificates, pursuant to the Class 2-A1 Cap Agreement The amount of the Basis
Risk Payment for any Distribution Date cannot exceed the amount of Monthly
Excess Cashflow otherwise available for distribution pursuant to Section
5.02(f)(iii) of this Agreement.



     Basis Risk Reserve Fund: A fund created as part of the Trust Fund
pursuant to Section 5.06 of this Agreement but which is not an asset of any of
the REMICs.



     Basis Risk Shortfall: With respect to any Distribution Date and any Class
of LIBOR Certificates and the Class A3 Certificates, the amount by which the
amount of interest calculated at the Certificate Interest Rate applicable to
such Class for such date, determined without regard to the Pool 1 Net Funds
Cap, Pool 2 Net Funds Cap or Subordinate Net Funds Cap, as applicable, for such
date but subject to a cap equal to the Maximum Interest Rate, exceeds the
amount of interest calculated at the Pool 1 Net Funds Cap, Pool 2 Net Funds Cap
or Subordinate Net Funds Cap, as applicable.



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



     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



12









 







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, the following Classes of Certificates constitute Book-Entry Certificates:
the Class 1-A1, Class 2-A1, Class 2-A2, Class A-SIO, Class A3, Class M1, Class
M2, Class M3, Class M4, Class M5, Class M6 and Class B Certificates.



     Bulk PMI Policy: I. The (i) MGIC Mortgage Guaranty Master Policy (No.
12-670-4-3915), including (a) Terms and Conditions No. 71-7135 (8/94), (ii)
Endorsements No. 71-70192 (8/01) and 71-70201 (1/03) with an effective date of
June 1, 2004, as modified by the Terms Letter for MGIC Mortgage Insurance
Coverage or Additional Coverage dated June 22, 2004 among Lehman Brothers Inc.,
MGIC and the Trustee and (iii) Commitment Certificates covering $101,441,002.31
aggregate principal balance of insurable Mortgage Loans; and II. The Radian
Guaranty primary private mortgage insurance policy No. 45450 and related
Mortgage Guaranty Commitment Certificate reference ID# 04-948041 and related
Assignment.



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



     Cap Agreement: Either the Initial Cap Agreement or the Class 2-A1 Cap
Agreement.



     Capitalized Interest Account: The account created and maintained by the
Trustee pursuant to Section 4.06. Such account will not be an asset of any
REMIC.



     Capitalized Interest Requirement: As to any Distribution Date to and
including the Distribution Date following the end of the Pre-Funding Period and
each Mortgage Pool, an amount equal to the product of (i) the weighted average
Net Mortgage Rate of the Mortgage Loans in such Mortgage Pool divided by 12,
multiplied by (ii) the excess of (a) the balance in the related Pre-Funding
Account as of the Closing Date over (b) the aggregate Scheduled Principal
Balance of the Subsequent Mortgage Loans included in the related Mortgage Pool
that will have a scheduled interest payment included in the related Interest
Remittance Amount for such Distribution Date.



     Cap Provider: Either the Initial Cap Provider or the Class 2-A1 Cap
Provider.



     Carryforward Interest: With respect to any Class of Certificates (other
than the Class A3, Class A-SIO, Class P, Class X and Class R Certificates) or
any Component of the Class A3 or Class A-SIO Certificates and any Distribution
Date, the sum of (i) the amount, if any, by which (x) the sum of (A) Current
Interest for such Class (or any Component thereof) for the immediately
preceding Distribution Date and (B) any unpaid Carryforward Interest for such
Class (or Component thereof) from previous Distribution Dates exceeds (y)
the amount distributed in respect of interest on such Class (or any Component
thereof) on such immediately preceding Distribution Date, and (ii) interest on
such amount for the related Accrual Period at the



13









 







applicable Certificate
Interest Rate. Carryforward Interest with respect to the Class A-SIO and Class
A3 Certificates and any Distribution Date will equal the aggregate Carryforward
Interest on the constituent Components thereof.



     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 Interest Rate: With respect to each Class of Certificates and
any Distribution Date, the applicable per annum rate set forth or described 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
the Class A3, Class A-SIO, Class X, Class P and Class R Certificates), the
initial Certificate Principal Amount thereof on the Closing Date, less the
amount of all principal distributions previously distributed with respect to
such Certificate and, in the case of the Subordinate Certificates, any Applied
Loss Amount previously allocated to such Certificate; provided, however, that
on each Distribution Date on which a Subsequent Recovery is distributed, the
Certificate Principal Amount of any Class of Subordinate Certificate whose
Certificate Principal Amount has previously been reduced by application of
Applied Loss Amounts will be increased, in order of seniority, by an amount
equal to the lesser of (1) any Deferred Amount for each such Class immediately
prior to such Distribution Date and (2) the total amount of any Subsequent
Recovery distributed on such Distribution Date to Certificateholders, after
application (for this purpose) to any more senior Classes of Certificates. The
Certificate Principal Amount of any Class A3 Certificate will equal the sum of
the Component Principal Amounts of its constituent Components as of the date of
determination. The Class A-SIO, Class X and Class R Certificates are issued
without Certificate Principal Amounts. The Class P Certificates are issued
with an initial Class P Principal Amount of $100.



     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.”



     Civil Relief Act: The Servicemembers Civil Relief Act or any similar
state or local statute.



     Class: All Certificates and, in the case of REMIC 1 and REMIC 2, all
Lower Tier Interests, bearing the same class designation.



     Class 2-A1 Cap Agreement: The Interest Rate Cap Agreement dated as of
June 30, 2004, entered into between the Trustee on behalf of the Trust Fund
(for the benefit of



14









 







Certificateholders) and the Class 2-A1 Cap Provider, which
agreement provides for monthly payments, commencing in July 2006 and
terminating in September 2006, by the Class 2-A1 Cap Provider specified
therein, but subject to the conditions set forth therein, together with the
confirmation and schedules relating thereto, in the form of Exhibit P-2 hereto.



     Class 2-A1 Cap Provider: Lehman Brothers Special Financing Inc.



     Class Notional Amount: With respect to the Class A-SIO Certificates and
any Distribution Date, the sum of the Component Notional Amounts of the
A-SIO(1) Component and the A-SIO(2) Component for such date. The initial Class
Notional Amount of the Class A-SIO Certificates is $2,320,581,249.30.



     Class P Principal Amount: As of the Closing Date, $100.



     Class Principal Amount: With respect to each Class of Certificates other
than the Class A-SIO, Class P, Class X and Class R Certificates, the aggregate
of the Certificate Principal Amounts of all Certificates of such Class at the
date of determination. With respect to the Class A-SIO, Class X, Class P and
Class R Certificates, zero. With respect to any Lower Tier Interest, the
initial Class Principal Amount as shown or described in the table set forth in
the Preliminary Statement to this Agreement for the issuing REMIC, as reduced
by principal distributed with respect to such Lower Tier Interest and Realized
Losses allocated to such Lower Tier Interest.



     Class M Certificates: Collectively, the Class M1, Class M2, Class M3,
Class M4, Class M5 and Class M6 Certificates.



     Class R Certificate: The Class R Certificate executed by the Trustee, and
authenticated and delivered by the Certificate Registrar, substantially in the
form annexed hereto as Exhibit A and evidencing the ownership of the Class
LT1-R Interest, Class LT2-R Interest and the residual interest in the Upper
Tier REMIC.



     Class X Distributable Amount: With respect to any Distribution Date, the
amount of interest that has accrued on the Class X Notional Balance, as
described in the Preliminary Statement, but that has not been distributed prior
to such date. In addition, such amount shall include the initial
Overcollateralization Amount of $11,602,250.30 (less $100 of such amount
allocated to the Class P Certificates) to the extent such amount has not been
distributed on an earlier Distribution Date as part of the Aggregate
Overcollateralization Release Amount.



     Class X Excess Cap Amount: As defined in Section 5.06.



     Class X Notional Balance: With respect to any Distribution Date (and the
related Accrual Period) the aggregate principal balance of the regular
interests in REMIC 4 as specified in the Preliminary Statement hereto.



     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.



15









 





     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 Luxembourg, and any successor thereto.



     Closing Date: June 30, 2004.



     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.



     Collection 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.



     Compensating Interest Payment: With respect to any Distribution Date, an
amount equal to the aggregate amount of any Prepayment Interest Shortfalls
required to be paid by the Servicers with respect to such Distribution Date.
The Master Servicer shall not be responsible for making any Compensating
Interest Payment.



     Component: The A-SIO(1) Component or A-SIO(2) Component of the Class
A-SIO Certificates and the A3(1) Component and A3(2) Component of the Class A3
Certificates.



     Component Interest Rate: For each of the A-SIO(1) and A-SIO(2)
Components, with respect to any Distribution Date (and the related Accrual
Period) prior to and including the Distribution Date in June 2009, the per
annum rate equal to the greater of (i) 1.10% minus LIBOR and (ii) 0.00%.
Subsequent to the Distribution Date in June 2009, the A-SIO(1) Components and
the A-SIO(2) Component will not accrue interest. The Component Interest Rate
of the A3(1) and A3(2) Components is as set forth in the Preliminary Statement
under the caption “REMIC 3”, footnote (4), following the table set forth
therein.



     Component Notional Amount: With respect to the A-SIO(1) Component and the
A-SIO(2) Component of the Class A-SIO Certificates and any Distribution Date
prior to and including the Distribution Date in June 2009, the Pool Balance of
Pool 1 and Pool 2, respectively, for such date, determined as of the first day
of the related Collection Period. For any Distribution Date after the
Distribution Date in June 2009, the Component Notional Amount of each of the
A-SIO(1) Component and the A-SIO(2) Component will equal zero. The initial
Component Notional Amounts of the A-SIO(1) and A-SIO(2) Components are
$1,205,771,998.93 and $1,114,809,250.37, respectively.



     Component Principal Amount: With respect to the A3(1) Component and A3(2)
Component of the Class A3 Certificates as of any Distribution Date will be its
initial Component Principal Amount as of the Closing Date as reduced by all
amounts previously distributed on



16









 







that component. The initial Component Principal Amount of the A3(1) and
the A3(2) Component as of the Closing Date is equal to $272,706,000 and
$252,133,000, respectively.



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



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



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



     Cooperative Loan Documents: As to any Cooperative Loan, (i) the
Cooperative Shares, together with a stock power in blank; (ii) the original
executed Security Agreement and the assignment of the Security Agreement
endorsed in blank; (iii) the original executed Proprietary Lease and the
assignment of the Proprietary Lease endorsed in blank; (iv) the original
executed Recognition Agreement and the assignment of the Recognition Agreement
(or a blanket assignment of all Recognition Agreements) endorsed in blank; (v)
the executed UCC-1 financing statement with evidence of recording thereon,
which has been filed in all places required to perfect the security interest in
the Cooperative Shares and the Proprietary Lease; and (vi) executed UCC-3
financing statements (or copies thereof) or other appropriate UCC financing
statements required by state law, evidencing a complete and unbroken line from
the mortgagee to the 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 135 S. LaSalle
Street, Suite 1625, Chicago, Illinois 60603, Attention: Asset-Backed
Securities Trust Services Group — SAIL 2004-6.



     Corresponding Class: The Class of Certificates that corresponds with a
class of interests in REMIC 4 as described in the Preliminary Statement.



     Credit Risk Management Agreement: Each credit risk management agreement
dated as of the Closing Date, entered into by a Servicer and the Credit Risk
Manager, identified on Exhibit M attached hereto and any credit risk management
agreement entered into between a servicer and the Credit Risk Manager with
respect to the Subsequent Mortgage Loans.



17









 





     Credit Risk Manager: The Murrayhill Company, a Colorado corporation, and
its successors and assigns.



     Credit Risk Manager’s Fee: With respect to any Distribution Date and each
Mortgage Loan, an amount equal to the product of (a) one twelfth, (b) the
Credit Risk Manager’s Fee Rate and (c) the Scheduled Principal Balance of such
Mortgage Loan as of the first day of the related Collection Period.



     Credit Risk Manager’s Fee Rate: 0.015% per annum.



     Cumulative Loss Trigger Event: A Cumulative Loss Trigger Event shall have
occurred with respect to any Distribution Date if the fraction, expressed as a
percentage, obtained by dividing (x) the aggregate amount of cumulative
Realized Losses incurred on the Mortgage Loans from the Cut-off Date through
the last day of the related Collection Period by (y) the sum of the Cut-off
Date Balance and the Pre-Funding Amount, exceeds the applicable percentages
described below with respect to such Distribution Date:



	 	 	 	 	 
	Distribution Date
	 	Loss Percentage

	July 2007 to June 2008

	 	2.75% for the first month, plus an additional
1/12th of 0.75% for each month thereafter

	July 2008 to June 2009

	 	3.50% for the first month, plus an additional
1/12th of 0.75% for each month thereafter

	July 2009 to June 2010

	 	4.25% for the first month, plus an additional
1/12th of 0.75% for each month thereafter

	July 2010 and thereafter

	 	 	4.50	%







     Current Interest: With respect to any Class of Certificates (other than
the Class A3 Class A-SIO, Class P, Class X and Class R Certificates) or any
Component of the Class A3 Certificates or the Class A-SIO Certificates and any
Distribution Date, the aggregate amount of interest accrued at the applicable
Certificate Interest Rate or Component Interest Rate, as applicable, during the
related Accrual Period on the Class Principal Amount of such Class (or the
Component Principal Amount or Component Notional Amount of such Component)
immediately prior to such Distribution Date. Current Interest with respect to
the Class A3 and the Class A-SIO Certificates and any Distribution Date will
equal the aggregate Current Interest on the constituent Components of such
Class.



     Custodial Account: Any custodial account (other than an Escrow Account)
established and maintained by a Servicer pursuant to a Servicing Agreement.



     Custodial Agreement: Each custodial agreement identified on Exhibit K-1
hereto, and any custodial agreement subsequently executed by the Trustee and
acknowledged by the Master Servicer substantially in the form thereof.



     Custodian: Each custodian appointed by the Trustee pursuant to a
Custodial Agreement, and any successor thereto. The initial Custodians are
Deutsche Bank National Trust Company, LaSalle Bank National Association, U.S.
Bank National Association and Wells Fargo Bank, N.A.



18









 





     Cut-off Date: June 1, 2004.



     Cut-off Date Balance: The aggregate of the Scheduled Principal Balances
of the Initial Mortgage Loans as of the Cut-off Date.



     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, or in connection with, any proceeding under Bankruptcy law
or any similar proceeding.



     Deferred Amount: With respect to any Distribution Date and each Class of
Subordinate Certificates, the amount by which (x) the aggregate of Applied Loss
Amounts previously applied in reduction of the Certificate Principal Amount
thereof exceeds (y) the sum of (1) the aggregate of amounts previously
reimbursed in respect thereof and (2) the amount by which the Certificate
Principal Amount of such Class has been increased due to any Subsequent
Recovery.



     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.



     Delinquency Event: A Delinquency Event shall have occurred with respect to
any Distribution Date if the Rolling Three Month Delinquency Rate as of the
last day of the immediately preceding calendar month equals or exceeds 66.00%
of the Senior Enhancement Percentage for such Distribution Date.



     Delinquency Rate: With respect to any calendar month, the fraction,
expressed as a percentage, the numerator of which is the aggregate outstanding
principal balance of all Mortgage Loans 60 days Delinquent or more (including
all foreclosures, bankruptcies and REO Properties) as of the close of business
on the last day of such month, and the denominator of which is the Aggregate
Pool Balance as of the close of business on the last day of such month.



     Delinquent: For reporting purposes, a Mortgage Loan is “delinquent” when
any payment contractually due thereon has not been made by the close of
business on the Due Date therefor. Such Mortgage Loan is “30 days Delinquent”
if such payment has not been received by the close of business on the
corresponding day of the month immediately succeeding the month in which such
payment was first due, or, if there is no such corresponding day (e.g., as when
a 30-day month follows a 31-day month in which a payment was due on the 31st
day of such month), then on the last day of such immediately succeeding month.
Similarly for “60 days Delinquent” and the second immediately succeeding month
and “90 days Delinquent” and the third immediately succeeding month.



     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.



19









 





     Determination Date: With respect to each Distribution Date, the 18th day
of the month in which such Distribution Date occurs, or, if such 18th day is
not a Business Day, the next succeeding Business Day.



     Disqualified Organization: A “disqualified organization” as defined in
Section 860E(e)(5) of the Code.



     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 2004.



     Distressed Mortgage Loan: Any Mortgage Loan that at the date of
determination is Delinquent in payment for a period of 90 days or more without
giving effect to any grace period permitted by the related Mortgage Note or for
which the applicable Servicer or the Trustee has accepted a deed in lieu of
foreclosure.



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



     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 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



20









 






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 rating categories of each Rating Agency; provided, however, that
securities issued by any particular corporation will not be Eligible
Investments to the extent that investment therein will cause the then
outstanding principal amount of securities issued by such corporation and
held as part of the Trust Fund to exceed 20% of the sum of the Aggregate
Pool 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 any Rating Agency;




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




     (vi) a Qualified GIC;




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




     (viii) any other demand, money market, common trust fund or time
deposit or obligation, or interest-bearing or other security or
investment (including those managed or advised by the Securities
Administrator or any Affiliate thereof), (A) rated in the highest rating
category by each Rating Agency rating such investment or (B) that would
not adversely affect the then current rating assigned by each Rating
Agency of any of the Certificates or the NIM Securities. Such
investments in this subsection (viii) may include money market mutual
funds or common trust funds, including any fund for which LaSalle Bank
National Association (the “Bank”) in its capacity other than as Trustee,
the Trustee, the Master Servicer, any NIMS Insurer, the Securities
Administrator or an affiliate thereof serves as an investment advisor,
administrator, shareholder servicing



21









 






agent, and/or custodian or subcustodian, notwithstanding that (x)
the Bank, the Trustee, the Master Servicer, any NIMS Insurer, the
Securities Administrator or any affiliate thereof charges and collects
fees and expenses from such funds for services rendered, (y) the Bank,
the Trustee, the Master Servicer, any NIMS Insurer, the Securities
Administrator or any 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 the Bank 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 P, Class X or Class R
Certificate, and any other Certificate with a rating below the lowest
applicable rating permitted under the Underwriter’s Exemption.



     Errors and Omission Insurance Policy: The errors or omission insurance
policy required to be obtained by each Servicer satisfying the requirements of
the related Servicing Agreement.



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



     Euroclear: Euroclear Bank, S.A./N.V., as operator of the Euroclear
System.



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



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



     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.



     Fidelity Bond: The fidelity bond required to be obtained by each Servicer
satisfying the requirements of the related Servicing Agreement.




22










 





     Final Scheduled Distribution Date: With respect to
each Class of Certificates other than the Class A-SIO Certificates, the
Distribution Date occurring in July 2034; with respect to the Class A-SIO
Certificates, the Distribution Date occurring in June 2009.



     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.



     Fixed Rate Mortgage Loan: Any Mortgage Loan as to
which the related Mortgage Note provides for a fixed rate of interest
throughout the term of such Note.



     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.



     Form 10-K Certification: As defined in Section
6.20(c).



     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 Senior Certificates: Collectively, the Class
1-A1 Certificates and the A3(1) Component.



     Group 2 Senior Certificates: Collectively, the Class
2-A1 and Class 2-A2 Certificates and the A3(2) Component.



     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, the Securities
Administrator, any Servicer, any Cap Provider, the Credit Risk Manager, 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 and any
NIMS Insurer may request and conclusively rely on certifications by the
Depositor, the Master Servicer, the Securities Administrator, the applicable
Servicer, the applicable Cap Provider or the Credit Risk Manager in determining
whether any Certificates are registered to an Affiliate of the Depositor, the
Master Servicer, the Securities Administrator, any Servicer, any Cap Provider
or the Credit Risk Manager.



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



23









 





     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 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.



     Index: The index specified in the related Mortgage
Note for calculation of the Mortgage Rate thereof.



     Initial Cap Agreement: The Interest Rate Cap Agreement
dated as of June 30, 2004, entered into between the Trustee on behalf of the
Trust Fund (for the benefit of Certificateholders) and the Initial Cap
Provider, which agreement provides for monthly payments, commencing in August
2004 and terminating in June 2006, by the Initial Cap Provider specified
therein, but subject to the conditions set forth therein, together with the
confirmation and schedules relating thereto, in the form of Exhibit P-1 hereto.



     Initial Cap Provider: Lehman Brothers Special
Financing Inc.



     Initial LIBOR Rate: 1.30%.



     Initial Mortgage Loan: A Mortgage Loan that is
conveyed to the Trust Fund pursuant to this Agreement on the Closing Date. The
Initial Mortgage Loans subject to this Agreement are identified on the Mortgage
Loan Schedule annexed hereto as Schedule A and have an aggregate Scheduled
Principal Balance as of the Cut-off Date of $2,233,898,174.90,
$1,172,670,341.62 of which have been allocated to Pool 1 and $1,061,227,833.28
of which have been allocated to Pool 2.



     Initial Optional Purchase Date: The first Distribution
Date following the date on which the Aggregate Pool Balance is less than 10.00%
of the sum of (i) the Cut-off Date Balance and (ii) the Pre-Funding Amount.



     Insurance Fee Rate: With respect to each Mortgage Loan
insured under one of the Bulk PMI Policies or other lender-paid Primary
Mortgage Insurance Policy, the per annum rate specified in the Mortgage Loan
Schedule under the field “Insurance Fee Rate,” plus any taxes due and payable
with respect to any such insured Mortgage Loan that is located in the states of
Kentucky and West Virginia; provided, that if the Credit Risk Manager (or an
appropriate successor) ceases to provide its services under the Credit Risk
Management Agreement, then the Insurance Fee Rate specified in the Mortgage
Loan Schedule for Mortgage Loans insured under the Bulk PMI Policy issued by
MGIC shall be increased by 0.01%.



     Insurance Policy: Any Primary Mortgage Insurance
Policy, 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.



24









 





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



     Interest Remittance Amount: With respect to each
Mortgage Pool and any Distribution Date, (a) the sum of (1) all interest
collected (other than Payaheads and Prepayment Premiums) or advanced in respect
of Scheduled Payments on the Mortgage Loans in such Mortgage Pool during the
related Collection Period by the Servicers, the Master Servicer or the Trustee
(solely in its capacity as successor master servicer), minus (w) the PMI
Insurance Premiums related to the Mortgage Loans in such Mortgage Pool and any
state taxes imposed on such premiums, (x) the Servicing Fee with respect to
such Mortgage Loans in such Mortgage Pool (y) the Securities Administrator Fee
with respect to such Mortgage Loan and (z) previously unreimbursed Advances due
to the Servicers, the Master Servicer, the Securities Administrator or the
Trustee (solely in its capacity as successor master servicer) to the extent
allocable to interest and the allocable portion of previously unreimbursed
Servicing Advances with respect to such Mortgage Loans, (2) any amounts
actually paid by the Servicers with respect to Prepayment Interest Shortfalls
and any Compensating Interest Payments with respect to such Mortgage Loans and
the related Prepayment Period, (3) the portion of any Purchase Price or
Substitution Amount paid with respect to such Mortgage Loans during the related
Prepayment Period allocable to interest and (4) all Net Liquidation Proceeds,
Insurance Proceeds and any other recoveries collected with respect to such
Mortgage Loans during the related Prepayment Period, to the extent allocable to
interest, as reduced by, for each Mortgage Pool, (b) the product of (i) the
applicable Pool Percentage for such Distribution Date and (ii) any other costs,
expenses or liabilities reimbursable to the Trustee, the Master Servicer, the
Securities Administrator, each Custodian and each Servicer to the extent
provided in this Agreement and each Servicing Agreement; provided, however,
that in the case of the Trustee, such reimbursable amounts may not exceed
$200,000 during any Anniversary Year. In the event that the Trustee incurs
reimbursable amounts in excess of $200,000, it may seek reimbursement for
such amounts in subsequent Anniversary Years, but in no event shall more than
$200,000 be reimbursed to the Trustee per Anniversary Year. Notwithstanding
the foregoing, costs and expenses incurred by the Trustee pursuant to Section
6.14(a) in connection with any transfer of servicing shall be excluded from the
$200,000 per Anniversary Year limit on reimbursable amounts. For each
Distribution Date up to and including the Distribution Date in September 2004,
the Interest Remittance Amount for each Mortgage Pool will include amounts
distributable from the Capitalized Interest Account in an amount equal to the
Capitalized Interest Requirement for such Distribution Date.



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



     Latest Possible Maturity Date: The Distribution Date
occurring in July 2039.



     LBH: 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, a per
annum rate determined on the LIBOR Determination



25









 







Date in the following manner
by the Securities Administrator on the basis of the “Interest Settlement Rate”
set by the British Bankers’ Association (the “BBA”) for one-month United States
dollar deposits, as such rates appear on the Telerate Page 3750, as of 11:00
a.m. (London time) on such LIBOR Determination Date.



     If on such a LIBOR Determination Date, the BBA’s Interest Settlement Rate
does not appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if
the Telerate Page 3750 is not available on such date, the Securities
Administrator will obtain such rate from Reuters’ “page LIBOR 01” or
Bloomberg’s page “BBAM.” If such rate is not published for such LIBOR
Determination Date, LIBOR for such date will be the most recently published
Interest Settlement Rate. In the event that the BBA no longer sets an Interest
Settlement Rate, the Securities Administrator will designate an alternative
index that has performed, or that the Securities Administrator expects to
perform, in a manner substantially similar to the BBA’s Interest Settlement
Rate. The Securities Administrator will select a particular index as the
alternative index only if it receives an Opinion of Counsel (a copy of which
shall be furnished to the Trustee and any NIMS Insurer), which opinion shall be
an expense reimbursed from the Certificate Account pursuant to Section 4.04,
that the selection of such index will not cause any of the REMICs to lose their
classification as REMICs for federal income tax purposes.



     The establishment of LIBOR by the Securities Administrator and the
Securities Administrator’s subsequent calculation of the Certificate Interest
Rate applicable to the LIBOR Certificates, the Class A3 Certificates and the
Class A-SIO Certificates for the relevant Accrual Period, in the absence of
manifest error, will be final and binding.



     LIBOR Business Day: Any day on which banks in London,
England and The City of New York are open and conducting transactions in
foreign currency and exchange.



     LIBOR Certificate: Any Class 1-A1, Class 2-A1, Class
2-A2, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6 or Class B
Certificate.



     LIBOR Determination Date: The second LIBOR Business
Day immediately preceding the commencement of each 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, if any, including, without limitation, foreclosure
and rehabilitation expenses, legal expenses and unreimbursed amounts, if any,
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, payment in
full, discounted payoff 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.



26









 





     Lower Tier Interest: As described in the Preliminary
Statement.



     M1 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown Date and as long as a Trigger Event
is not in effect with respect to such Distribution Date, the amount, if any, by
which (x) the sum of (i) the aggregate Class Principal Amount of the Class
1-A1, Class 2-A1, Class 2-A2 and Class A3 Certificates, in each case after
giving effect to distributions on such Distribution Date and (ii) the Class
Principal Amount of the Class M1 Certificates immediately prior to such
Distribution Date exceeds (y) the M1 Target Amount.



     M1 Target Amount: With respect to any Distribution
Date, an amount equal to the lesser of (a) the product of (i) 86.10% and (ii)
the Aggregate Pool Balance for such Distribution Date determined as of the last
day of the related Collection Period and (b) the amount, if any, by which (i)
the Aggregate Pool Balance for such Distribution Date determined as of the last
day of the related Collection Period exceeds (ii) the Targeted
Overcollateralization Amount for such Distribution Date.



     M2 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown Date and as long as a Trigger Event
is not in effect with respect to such Distribution Date, the amount, if any, by
which (x) the sum of (i) the aggregate Class Principal Amounts of the Class
1-A1, Class 2-A1, Class 2-A2, Class A3 and Class M1 Certificates, in each case
after giving effect to distributions on such Distribution Date and (ii) the
Class Principal Amount of the Class M2 Certificates immediately prior to such
Distribution Date exceeds (y) the M2 Target Amount.



     M2 Target Amount: With respect to any Distribution
Date, an amount equal to the lesser of (a) the product of (i) 91.60% and (ii)
the Aggregate Pool Balance for such Distribution Date determined as of the last
day of the related Collection Period and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for such
Distribution Date determined as of the last day of the related Collection
Period exceeds (ii) the Targeted Overcollateralization Amount for such
Distribution Date.



     M3 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown Date and as long as a Trigger Event
is not in effect with respect to such Distribution Date, the amount, if any, by
which (x) the sum of (i) the aggregate Class Principal Amount of the Class
1-A1, Class 2-A1, Class 2-A2, Class A3, Class M1 and Class M2 Certificates, in
each case after giving effect to distributions on such Distribution Date and
(ii) the Class Principal Amount of the Class M3 Certificates immediately prior
to such Distribution Date exceeds (y) the M3 Target Amount.



     M3 Target Amount: With respect to any Distribution
Date, an amount equal to the lesser of (a) the product of (i) 93.60% and (ii)
the Aggregate Pool Balance for such Distribution Date determined as of the last
day of the related Collection Period and (b) the amount, if any, by which (i)
the Aggregate Pool Balance for such Distribution Date determined as of the last
day of the related Collection Period exceeds (ii) the Targeted
Overcollateralization Amount for such Distribution Date.



27









 





     M4 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown Date and as long as a Trigger Event
is not in effect with respect to such Distribution Date, the amount, if any, by
which (x) the sum of (i) the aggregate Class Principal Amount of the Class
1-A1, Class 2-A1, Class 2-A2, Class A3, Class M1, Class M2 and Class M3
Certificates, in each case after giving effect to distributions on such
Distribution Date and (ii) the Class Principal Amount of the Class M4
Certificates immediately prior to such Distribution Date exceeds (y) the M4
Target Amount.



     M4 Target Amount: With respect to any Distribution
Date, an amount equal to the lesser of (a) the product of (i) 95.20% and (ii)
the Aggregate Pool Balance for such Distribution Date determined as of the last
day of the related Collection Period and (b) the amount, if any, by which (i)
the Aggregate Pool Balance for such Distribution Date determined as of the last
day of the related Collection Period exceeds (ii) the Targeted
Overcollateralization Amount for such Distribution Date.



     M5 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown Date and as long as a Trigger Event
is not in effect with respect to such Distribution Date, the amount, if any, by
which (x) the sum of (i) the aggregate Class Principal Amount of the Class
1-A1, Class 2-A1, Class 2-A2, Class A3, Class M1, Class M2, Class M3 and Class
M4 Certificates, in each case after giving effect to distributions on such
Distribution Date and (ii) the Class Principal Amount of the Class M5
Certificates immediately prior to such Distribution Date exceeds (y) the M5
Target Amount.



     M5 Target Amount: With respect to any Distribution
Date, an amount equal to the lesser of (a) the product of (i) 96.80% and (ii)
the Aggregate Pool Balance for such Distribution Date determined as of the last
day of the related Collection Period and (b) the amount, if any, by which (i)
the Aggregate Pool Balance for such Distribution Date determined
as of the last day of the related Collection Period exceeds (ii) the
Targeted Overcollateralization Amount for such Distribution
Date.



     M6 Principal Distribution Amount: With respect to any
Distribution Date on or after the Stepdown Date and as long as a Trigger Event
is not in effect with respect to such Distribution Date, the amount, if any, by
which (x) the sum of (i) the aggregate Class Principal Amount of the Class
1-A1, Class 2-A1, Class 2-A2, Class A3, Class M1, Class M2, Class M3, Class M4
and Class M5 Certificates, in each case after giving effect to distributions on
such Distribution Date and (ii) the Class Principal Amount of the Class M6
Certificates immediately prior to such Distribution Date exceeds (y) the M6
Target Amount.



     M6 Target Amount: With respect to any Distribution
Date, an amount equal to the lesser of (a) the product of (i) 98.00% and (ii)
the Aggregate Pool Balance for such Distribution Date determined as of the last
day of the related Collection Period and (b) the amount, if any, by which (i)
the Aggregate Pool Balance for such Distribution Date determined as of the last
day of the related Collection Period exceeds (ii) the Targeted
Overcollateralization Amount for such Distribution Date.



28









 





     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: With respect to each
Distribution Date, two Business Days immediately preceding such Distribution
Date.



     Master Servicing Fee: As to any Distribution Date, an
amount equal to 1/12th the product of (a) the Master Servicing Fee Rate and (b)
the outstanding principal balance of each Mortgage Loan.



     Master Servicing Fee Rate: 0.00% per annum.



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



     Maximum Interest Rate: With respect to any
Distribution Date, an annual rate equal to: (i) in the case of the Group 1
Senior Certificates, for each Distribution Date on or before the Distribution
Date on which the Class Principal Amounts and the Component Principal Amount of
the Group 2 Senior Certificates have been reduced to zero, an annual rate that
would equal the Pool 1 Net Funds Cap for such Distribution Date if the Pool 1
Optimal Interest Remittance Amount were computed by reference to the weighted
average of the excess of the maximum “lifetime” Mortgage Rates specified in the
related Mortgage Notes for the Pool 1 Mortgage Loans over the Aggregate Expense
Rate; (ii) in the case of the Group 2 Senior Certificates, for each
Distribution Date on or before the Distribution Date on which the Class
Principal Amount and the Component Principal Amount of the Group 1 Senior
Certificates have been reduced to zero, an annual rate that would equal the
Pool 2 Net Fund Cap for such Distribution Date if the Pool 2 Optimal Remittance
Interest Amount were computed by reference to the weighted average of the
excess of the maximum “lifetime” Mortgage Rates specified in the related
Mortgage Notes for the Pool 2 Mortgage Loans over the Aggregate Expense Rate;
and (iii) in the case of (A) the Class M1, Class M2, Class M3, Class M4, Class
M5, Class M6 and
Class B Certificates, (B) the Group 1 Senior Certificates, for each
Distribution Date after the Distribution Date on which the Class Principal
Amounts and the Component Principal Amount of the Group 2 Senior Certificates
have been reduced to zero, (C) the Group 2 Senior Certificates, for each
Distribution Date after the Distribution Date on which the Class Principal
Amount and the Component Principal Amount of the Group 1 Senior Certificates
have been reduced to zero, an annual rate that would equal the Subordinate Net
Funds Cap for such Distribution Date if the (x) Pool 1 Optimal Interest
Remittance Amount were computed by reference to the weighted average of the
excess of the maximum “lifetime” Mortgage Rates specified in the related
Mortgage Notes for the Pool 1 Mortgage Loans over the Aggregate Expense Rate
and (y) the Pool 2 Optimal Interest Remittance Amount were computed by
reference to the weighted average of the excess of the maximum “lifetime”
Mortgage Rates specified in the related Mortgage Notes for the Pool 2 Mortgage
Loans over the Aggregate Expense Rate and (iv) in the case of the Class A3
Certificates, an annual rate equal to the weighted average Maximum Interest
Rates of the A3(1) and A3(2) Components for such date, weighted on the basis of
the related Component Principal Amounts.



29









 





     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 nominee for the holder from time to time of the Mortgage
Note.



     MGIC: Mortgage Guaranty Insurance Corporation, or any
successor in interest.



     Monthly Excess Cashflow: With respect to any
Distribution Date, the sum of (1) the Pool 1 Monthly Excess Interest and the
Pool 2 Monthly Excess Interest for such date and (2) the Aggregate
Overcollateralization Release Amount for such date.



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



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



     Mortgage Loan Sale Agreement: The mortgage loan sale
and assignment agreement dated as of June 1, 2004, as amended by any Transfer
Supplement, for the sale of the Mortgage Loans by the Seller to the Depositor.



     Mortgage Loan Schedule: The schedule attached hereto
as Schedule A, which shall identify each Mortgage Loan, as such schedule may be
amended from time to time to reflect the addition of Mortgage Loans (including
the addition of any Subsequent Mortgage Loans) to, or the deletion of Mortgage
Loans from, the Trust Fund. Such schedule shall set forth, among other things,
the following information with respect to each Mortgage Loan: (i) the Mortgage
Loan identifying number; (ii) the city, state and zip code of the Mortgaged
Property; (iii) the original principal amount of the Mortgage Loan; (iv) the
Mortgage Rate at origination; (v) the monthly payment of principal and interest
at origination; (vi) the Mortgage Pool in which such Mortgage Loan is included,
(vii) the applicable Servicer servicing such Mortgage Loan and the applicable
Servicing Fee Rate; (viii) the Custodian with respect to the Mortgage File
related to such Mortgage Loan; (ix) where applicable, whether such Mortgage
Loan is covered by one of the Bulk PMI Policies (or other lender-paid Primary
Mortgage Insurance Policy), the PMI Insurer and the applicable Insurance Fee
Rate; (x) whether such Mortgage Loan is subject to a Prepayment Premium for
voluntary prepayments by the Mortgagor, the term during which such Prepayment
Premiums are imposed and the method of calculation of the Prepayment Premium;
(xi) whether such Mortgage Loan is a Simple Interest Mortgage Loan and (xii)
whether such Mortgage Loan is eligible for reduction of the applicable Mortgage
Rate pursuant to Option



30









 







One’s One Time Advantage Program. The Depositor shall
be responsible for providing the Trustee and the Master Servicer 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: Either Pool 1 or Pool 2.



     Mortgage Rate: With respect to any Mortgage Loan, the
per annum rate at which interest accrues on such Mortgage Loan, as determined
under the related Mortgage Note as reduced by any Relief Act Reductions.



     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.



     Net Excess Spread: With respect to any Distribution
Date, (A) the fraction, expressed as a percentage, the numerator of which is
equal to the product of (i) the amount, if any, by which (a) the aggregate of
the Interest Remittance Amounts for each Mortgage Pool for such Distribution
Date (as reduced by the Credit Risk Manager’s Fee) exceeds (b) the Current
Interest payable with respect to the Certificates for such date and (ii)
twelve, and the denominator of which is the Aggregate Pool Balance for such
Distribution Date, multiplied by (B) a fraction, the numerator of which is
thirty and the denominator of which is the greater of thirty and the actual
number of days in the immediately preceding calendar month.



     Net Funds Cap: The Pool 1 Net Funds Cap, the Pool 2
Net Funds Cap or the Subordinate Net Funds Cap, as the context requires.



     Net Liquidation Proceeds: With respect to any
Liquidated Mortgage Loan, the related Liquidation Proceeds net of (i)
unreimbursed expenses and (ii) any unreimbursed Advances, 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 Aggregate Expense Rate for such
Mortgage Loan.



     Net Prepayment Interest Shortfall: With respect to any
Master Servicer Remittance Date, the excess, if any, of any Prepayment Interest
Shortfalls with respect to the Mortgage Loans for such date over (i) any
Prepayment Interest Excess with respect to the Mortgage Loans for such date and
(ii) any amounts paid with respect to such shortfalls by the Servicers pursuant
to the Servicing Agreements.



     Net Simple Interest Excess: With respect to any
Distribution Date, the excess, if any, of (a) the amount of the payments
received by the Servicers and the Master Servicer in the related Collection
Period allocable to interest in respect of Simple Interest Mortgage Loans,
calculated



31









 







in accordance with the Simple Interest Method, net of the related
Servicing Fees, over (b) 30 days’ interest at the weighted average (by
principal balance) of the Net Mortgage Rates of the Simple Interest Mortgage
Loans as of the first day of the related Collection Period, as determined by
the related Servicer, on the aggregate principal balance of such Simple
Interest Mortgage Loans for such Distribution Date, carried to six decimal
places, rounded down, and calculated on the basis of a 360-day year consisting
of twelve 30-day months. For this purpose, the amount of interest received in
respect of the Simple Interest Mortgage Loans in any month shall be deemed (a)
to include any Advances of interest made by the related Servicer, the Master
Servicer or the Securities Administrator in such month in respect of such
Simple Interest Mortgage Loans and (b) to be reduced by any amounts paid to the
related Servicer, the Master Servicer or the Securities Administrator in such
month in reimbursement of Advances previously made by the Servicer, the Master
Servicer or the Securities Administrator in respect of such Simple Interest
Mortgage Loans.



     Net Simple Interest Shortfall: With respect to any
Distribution Date, the excess, if any, of (a) 30 days’ interest at the weighted
average (by principal balance) of the Net Mortgage Rates of the Simple Interest
Mortgage Loans as of the first day of the related Collection Period, as
determined by the Servicer, on the aggregate principal balance of such Simple
Interest Mortgage Loans for such Distribution Date, carried to six decimal
places, rounded down, and calculated on the basis of a 360-day year consisting
of twelve 30-day months, over (b) the amount of the payments received by the
Servicer or the Master Servicer in the related Collection Period allocable to
interest in respect of such Simple Interest Mortgage Loans, calculated in
accordance with the Simple Interest Method, net of the related Servicing Fees.



     NIMS Agreement: Any agreement pursuant to which the
NIM Securities are issued.



     NIMS Insurer: One or more insurers issuing financial
guaranty insurance policies in connection with the issuance of NIM Securities.



     NIM Securities: Any net interest margin securities
issued by a trust or other special purpose entity, the principal assets of such
trust including the Class P and Class X Certificates and the payments received
thereon, together with certain payments received on one or more of the Cap
Agreements as provided herein, which principal assets back such securities.



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



     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 a “United
States person” within the meaning of Section 7701(a)(30) of the Code.



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



     Notional Certificate: Any Class A-SIO Certificate.



32









 





     Offering Document: 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 which may be
in-house or outside counsel to the Depositor, the Master Servicer or the
Trustee 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.



     Original Capitalized Interest Amount: $1,327,740.00.



     Original 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 of the
related Mortgage Property.



     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.



     Overcollateralization Amount: With respect to any
Distribution Date, the amount, if any, by which (x) the Aggregate Pool Balance
for such Distribution Date exceeds (y) the aggregate Class Principal Amount of
the Class 1-A1, Class 2-A1, Class 2-A2, Class A3, Class M1, Class M2, Class M3,
Class M4, Class M5, Class M6 and Class B Certificates after giving effect to
distributions on such Distribution Date.



     Overcollateralization Deficiency: With respect to any
Distribution Date, the amount, if any, by which (x) the Targeted
Overcollateralization Amount for such Distribution Date exceeds (y) the
Overcollateralization Amount for such Distribution Date, calculated for this
purpose after giving effect to the reduction on such Distribution Date of the
Certificate Principal Amounts of the Certificates resulting from the
distribution of the Principal Remittance Amounts on such Distribution Date, but
prior to allocation of any Applied Loss Amount on such Distribution Date.



     Payahead: With respect to any Mortgage Loan and any
Due Date therefor, any Scheduled Payment received by the applicable Servicer
during any Collection Period in addition to the Scheduled Payment due on such
Due Date, intended by the related Mortgagor to be applied on a subsequent Due
Date or Due Dates.



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



     Percentage Interest: With respect to any Certificate,
its 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 the Class A-SIO, Class X, Class P
and Class R Certificates, the Percentage Interest evidenced thereby shall equal
the



33









 







initial Certificate Principal Amount thereof divided by the initial Class
Principal Amount of all Certificates of the same Class. With respect to the
Class X, Class P and Class R Certificates, the Percentage Interest evidenced
thereby shall be as specified on the face thereof, or otherwise be equal to
100%. With respect to any Class A-SIO Certificate, the Percentage Interest
evidenced thereby shall equal the initial Notional Amount of such Class as set
forth on the face thereof divided by the initial Class Notional Amount 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.



     Plan: An employee benefit plan or other retirement
arrangement which is subject to Section 406 of ERISA and/or Section 4975 of the
Code or any entity whose underlying assets include such plan’s or arrangement’s
assets by reason of their investment in the entity.



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



     PMI Insurance Premium: With respect to each
Distribution Date and each Mortgage Loan covered by one of the Bulk PMI
Policies or other lender-paid Primary Mortgage Insurance Policy, the product of
(a) one-twelfth of the Insurance Fee Rate and (b) the Scheduled Principal
Balance of such Mortgage Loan as of the first day of the related Collection
Period.



     PMI Insurer: MGIC and Radian.



     Pool Balance: With respect to each Mortgage Pool, the
aggregate of the Scheduled Principal Balances of all Mortgage Loans in such
Mortgage Pool at the date of determination plus, during the Pre-Funding Period,
the amount of the Pre-Funding Amount applicable to such Mortgage Pool which has
not been previously applied towards the purchase of Subsequent Mortgage Loans.



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



     Pool 1 Monthly Excess Interest: With respect to any
Distribution Date, the amount of any Interest Remittance Amount for Pool 1
remaining after application pursuant to clauses (i) through (xi) of Section
5.02(b) on such date.



     Pool 1 Net Funds Cap: With respect to any Distribution
Date and the Group 1 Senior Certificates, a per annum rate equal to (a) a
fraction, expressed as a percentage, the numerator of which is the product of
(i) the Pool 1 Optimal Interest Remittance Amount for such date and (ii) 12,
and the denominator of which is the Pool Balance for Pool 1 for the immediately
preceding Distribution Date multiplied by (b) a fraction, the numerator of
which is 30 and the denominator of which is the actual number of days in the
Accrual Period related to such Distribution Date; provided, however, that with
respect to the A3(1) Component, clause (b) will be equal to 1.



34









 





     Pool 1 Optimal Interest Remittance Amount: With
respect to each Distribution Date, the amount, if any, by which, (1) the
product of (A) (x) the weighted average of the Net Mortgage Rates of the Pool 1
Mortgage Loans as of the first day of the related Collection Period, divided by
(y) 12 and (B) the Pool Balance for Pool 1 for the immediately preceding
Distribution Date minus (2)(A) in the case of the first 60 Distribution Dates
only, an amount equal to the product of (x) the Component Interest Rate of the
A-SIO(1) Component for such Distribution Date, divided by 12, (y) the Component
Notional Amount of the A-SIO(1) Component immediately prior to such
Distribution Date and (z) a fraction, the numerator of which is the actual
number of days in the related Accrual Period and the denominator of which is 30
and (B) thereafter, zero.



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



     Pool 2 Monthly Excess Interest: With respect to any
Distribution Date, the amount of any Interest Remittance Amount for Pool 2
remaining after application pursuant to clauses (i) through (xi) of Section
5.02(c) on such date.



     Pool 2 Net Funds Cap: With respect to any Distribution
Date and the Group 2 Senior Certificates, a per annum rate equal to (a) a
fraction, expressed as a percentage, the numerator of which is the product of
(i) the Pool 2 Optimal Interest Remittance Amount for such date and (ii) 12,
and the denominator of which is the Pool Balance for Pool 2 for the immediately
preceding Distribution Date multiplied by (b) a fraction, the numerator of
which is 30 and the denominator of which is the actual number of days in the
Accrual Period related to such
Distribution Date; provided, however, that with respect to the A3(2)
Component, clause (b) will be equal to 1.



     Pool 2 Optimal Interest Remittance Amount: With
respect to each Distribution Date, the amount, if any, by which, (1) the
product of (A) (x) the weighted average of the Net Mortgage Rates of the Pool 2
Mortgage Loans as of the first day of the related Collection Period, divided by
(y) 12 and (B) the Pool Balance for Pool 2 for the immediately preceding
Distribution Date minus (2)(A) in the case of the first 60 Distribution Dates
only, an amount equal to the product of (x) the Component Interest Rate of the
A-SIO(2) Component for such Distribution Date, divided by 12, (y) the Component
Notional Amount of the A-SIO(2) Component immediately prior to such
Distribution Date and (z) a fraction, the numerator of which is the actual
number of days in the related Accrual Period and the denominator of which is 30
and (B) thereafter, zero.



     Pool Percentage: With respect to each Mortgage Pool
and any Distribution Date, the fraction, expressed as a percentage, the
numerator of which is the Pool Balance for such Mortgage Pool for such date and
the denominator of which is the Aggregate Pool Balance for such date.



     Pool Subordinate Amount: As to any Mortgage Pool and
any Distribution Date, the excess of the Pool Balance for such Mortgage Pool
for such Distribution Date over the sum of the Class Principal Amount and the
Component Principal Amount of the Group 1 Senior Certificates (in the case of
Pool 1) and the sum of the Class Principal Amounts and the Component Principal
Amount of the Group 2 Senior Certificates (in the case of Pool 2), immediately
prior to the related Distribution Date.



35









 





     Pre-Funding Account: Each account established and
maintained by the Trustee pursuant to Section 4.05 hereof. The Pre-Funding
Accounts shall not be considered as part of any REMIC.



     Pre-Funding Amount: The aggregate amount deposited by
the Depositor on the Closing Date into the Pre-Funding Accounts which is
$86,683,074.63 and which may be used by the Trustee during the Pre-Funding
Period solely to purchase Subsequent Mortgage Loans.



     Pre-Funding Period: The period beginning on the
Closing Date and ending on September 10, 2004.



     Prepayment Interest Shortfall: With respect to any
full or partial Principal Prepayment of a Mortgage Loan, the excess, if any, of
(i) one full month’s interest at the applicable Mortgage Rate (as reduced by
the Servicing Fee, as applicable, in the case of Principal Prepayments in full)
on the outstanding principal balance of such Mortgage Loan immediately prior to
such prepayment over (ii) the amount of interest actually received with respect
to such Mortgage Loan in connection with such Principal Prepayment.



     Prepayment Period: With respect to any Distribution
Date and any Principal Prepayment, whether in part or in full (including any
Principal Prepayment due to liquidation of
a Mortgage Loan), the calendar month immediately preceding the month in
which such Distribution Date occurs.



     Prepayment Premiums: Any prepayment fees and penalties
to be paid by the Mortgagor on a Mortgage Loan.



     Primary Mortgage Insurance Policy: Any mortgage
guaranty insurance, if any, on an individual Mortgage Loan, including the Bulk
PMI Policies, as evidenced by a policy or certificate, whether such policy is
obtained by the originator, the lender, the borrower or the Seller on behalf of
the Trust Fund.



     Prime Rate: The prime rate of the United States money
center commercial banks as published in The Wall Street
Journal, Northeast Edition.



     Principal Distribution Amount: With respect to each
Mortgage Pool and any Distribution Date, an amount equal to the Principal
Remittance Amount for such Mortgage Pool for such date minus the Aggregate
Overcollateralization Release Amount, if any, allocable to such Mortgage Pool,
for such Distribution Date (based on the Pool Percentage).



     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
Servicing Agreement.



     Principal Remittance Amount: With respect to each
Mortgage Pool and any Distribution Date, (a) the sum of (i) all principal
collected (other than Payaheads) or advanced in respect of Scheduled Payments
on the Mortgage Loans in such Mortgage Pool during the related Collection



36









 







Period whether by a Servicer, the Master Servicer or the Trustee (less
unreimbursed Advances due to the Master Servicer, any Servicer, the Securities
Administrator or the Trustee (solely in its capacity as successor master
servicer) with respect to the related Mortgage Loans, to the extent allocable
to principal), (ii) all Principal Prepayments in full or in part received
during the related Prepayment Period on the Mortgage Loans in such Mortgage
Pool, (iii) the outstanding principal balance of each Mortgage Loan in such
Mortgage Pool that was purchased from the Trust Fund during the related
Prepayment Period, (iv) the portion of any Substitution Amount paid with
respect to any Deleted Mortgage Loan in such Mortgage Pool during the related
Prepayment Period allocable to principal, (v) all amounts released from the
related Pre-Funding Account on the Distribution Date in September 2004 and (vi)
all Net Liquidation Proceeds, Insurance Proceeds, any Subsequent Recovery and
other recoveries collected with respect to the Mortgage Loans in such Mortgage
Pool during the related Prepayment Period, to the extent allocable to
principal, as reduced by (b) to the extent not reimbursed from the Interest
Remittance Amount, the related Pool Percentage for such date of any other
costs, expenses or liabilities reimbursable to the Trustee, the Master
Servicer, the Securities Administrator, each Custodian and each Servicer to the
extent provided in this Agreement and each Servicing Agreement and to the
extent the Interest Remittance Amount is less than amounts reimbursable to the
Trustee pursuant to Section 4.04(b)(i), the product of (x) the applicable Pool
Percentage for such Distribution Date and (y) any amounts reimbursable during
the related Anniversary
Year to the Trustee therefrom and not reimbursed from the Interest
Remittance Amount, or otherwise; provided, however, that such reimbursable
amounts from the Interest Remittance Amount and the Principal Remittance Amount
may not exceed $200,000 in the aggregate during any Anniversary Year. In the
event that the Trustee incurs reimbursable amounts in excess of $200,000, it
may seek reimbursement for such amounts in subsequent Anniversary Years, but in
no event shall more than $200,000 be reimbursed to the Trustee per Anniversary
Year. Notwithstanding the foregoing, costs and expenses incurred by the
Trustee pursuant to Section 6.14(a) in connection with any transfer of
servicing shall be excluded from the $200,000 per Anniversary Year limit on
reimbursable amounts.



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



     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 29,
2004, together with the accompanying prospectus dated June 25, 2004, relating
to the Certificates other than the Class P, Class X and Class R Certificates.



     Purchase Price: With respect to the purchase of a
Mortgage Loan or related REO Property 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 applicable Mortgage Rate, from the
date as to which interest was last paid to (but not including) the Due Date in
the Collection Period immediately preceding the related Distribution Date; (c)
the amount of any costs and damages incurred by the Trust Fund as a result of
any violation of any applicable federal, state or local predatory- or
abusive-lending law arising from or in connection with the origination of such
Mortgage Loan; (d) any unreimbursed Servicing Advances with respect to



37









 







such Mortgage Loan; and (e) the fair market value of any other property being
purchased. The Master Servicer, each Servicer, each Custodian (or the Trustee
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 or other amounts advanced with respect to such Mortgage Loan that are
reimbursable to the Master Servicer or such Servicer under this Agreement or
the Servicing Agreement (or to the Trustee or the Securities Administrator, if
applicable), together with any accrued and unpaid compensation due to the
Master Servicer, the Securities Administrator, any Servicer, any Custodian or
the Trustee hereunder or thereunder.



     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,
the Securities Administration 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:




     (i) 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;




     (ii) 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;




     (iii) 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 or the NIM Securities, 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;




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




     (v) provide that the funds reinvested thereunder and accrued
interest thereon be returnable to the Collection Account, the Securities
Administration 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.



38









 





     Qualifying Substitute Mortgage Loan: In the case of a
Mortgage Loan substituted for a Deleted Mortgage Loan pursuant to the terms of
this Agreement, a Mortgage Loan that, on the date of such substitution, (i) has
an outstanding Scheduled Principal Balance (or in the case of a substitution of
more than one mortgage loan for a Deleted Mortgage Loan, an aggregate Scheduled
Principal Balance), after application of all Scheduled Payments due during or
prior to the month of substitution, not in excess of, and not more than 5% less
than, the outstanding Scheduled Principal Balance of the Deleted Mortgage Loan
as of the Due Date in the calendar month during which the substitution occurs,
(ii) has a Mortgage Rate not less than the Mortgage Rate on the Deleted
Mortgage Loan, (iii) if applicable, has a maximum Mortgage Rate not less than
the maximum Mortgage Rate on the Deleted Mortgage Loan, (iv) has a minimum
Mortgage Rate not less than the minimum Mortgage Rate of the Deleted Mortgage
Loan, (v) has a gross margin equal to or greater than the gross margin of the
Deleted Mortgage Loan, (vi) is not a Cooperative Loan unless the related
Deleted Mortgage Loan was a Cooperative Loan, (vii) has a next adjustment date
not later than the next adjustment date on the Deleted Mortgage Loan, (viii)
has the same Due Date as the Deleted Mortgage Loan, (ix) has a remaining stated
term to maturity not longer than 18 months and not more than 18 months shorter
than the remaining stated term to maturity of the related Deleted Mortgage
Loan, (x) is current as of the date of substitution, (xi) has a Loan-to-Value
Ratio as of the date of substitution equal to or lower than the Loan-to-Value
Ratio of the Deleted Mortgage Loan as of such date, (xii) has been
underwritten by any Transferor in accordance with the same underwriting
criteria and guidelines as the Deleted Mortgage Loan, (xiii) has a risk grading
determined by the Seller at least equal to the risk grading assigned on the
Deleted Mortgage Loan, (xiv) is secured by the same property type as the
Deleted Mortgage Loan, (xv) conforms to each representation and warranty
applicable to the Deleted Mortgage Loan made in the related Mortgage Loan Sale
and Assignment Agreement, (xvi) has the same or higher lien position as the
Deleted Mortgage Loan, (xvii) is covered by a PMI Policy if the Deleted
Mortgage Loan was so covered, (xviii) contains provisions covering the payment
of Prepayment Premium by the Mortgagor for early prepayment of the Mortgage
Loan at least as favorable as the Deleted Mortgage Loan and, (xix) for any
Mortgage Loan to be substituted into Pool 1, has an original Scheduled
Principal Balance within the maximum dollar amount limitations prescribed by
Freddie Mac for conforming one-to-four-family mortgage loans. In the event
that one or more mortgage loans are substituted for one or more Deleted
Mortgage Loans, the amounts described in clause (i) hereof shall be determined
on the basis of aggregate Scheduled Principal Balances, the Mortgage Rates
described in clause (ii) hereof shall be determined on the basis of weighted
average Mortgage Rates, the risk gradings described in clause (xiii) hereof
shall be satisfied as to each such mortgage loan, the terms described in clause
(ix) hereof shall be determined on the basis of weighted average remaining term
to maturity, the Loan-to-Value Ratios described in clause (xi) hereof shall be
satisfied as to each such mortgage loan and, except to the extent otherwise
provided in this sentence, the representations and warranties described in
clause (xv) hereof must be satisfied as to each Qualified Substitute Mortgage
Loan or in the aggregate, as the case may be.



     Radian: Radian Guaranty Inc. or any successor in
interest thereto:



     Rating Agency: Each of S&P and Fitch.



     Realized Loss: 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, minus (ii)



39









 







Liquidation Proceeds
received, to the extent allocable to principal, net of amounts that are
reimbursable therefrom to the Master Servicer or any Servicer with respect to
such Mortgage Loan (other than Advances of principal) including expenses of
liquidation. In determining whether a Realized Loss is a Realized Loss of
principal, Liquidation Proceeds shall be allocated, first, to payment of
expenses related to such Liquidated Mortgage Loan, 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 Class of Book-Entry
Certificates and any Distribution Date, the close of business on the Business
Day immediately preceding such Distribution Date. With respect to any Class of
Definitive Certificates and any Distribution Date, the last Business Day of the
month immediately preceding the month in which the Distribution Date occurs
(or, in the case of the first Distribution Date, the Closing Date).



     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).



     Related Senior Principal Distribution Amount: For each
Mortgage Pool and any Distribution Date an amount equal to the lesser of (x)
sum of the Class Principal Amount and the Component Principal Amount of the
Group 1 Senior Certificates (with respect to Pool 1), or the sum of the Class
Principal Amount and the Component Proposed Amount of the Group 2 Senior
Certificates (with respect to Pool 2) immediately prior to that Distribution
Date and (y) the product of (a) the Senior Principal Distribution Amount and
(b) the related Senior Proportionate Percentage, in each case for such date.



     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 Civil Relief Act, 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 pool of assets in the Trust Fund
designated as a REMIC pursuant to Section 10.01(a) hereof.



     REMIC 1: As described in the Preliminary Statement.



     REMIC 2: As described in the Preliminary Statement.



     REMIC 3: As described in the Preliminary Statement.



40









 





     REMIC Provisions: The provisions of the federal income
tax law relating to real estate mortgage investment conduits, which appear at
sections 860A through 860G 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.



     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.



     Required Reserve Fund Amount: With respect to any
Distribution Date on which the Net Excess Spread is less than 0.25%, the
amount, if any by which (a) the product of 1.00% and the Aggregate Pool Balance
for such date exceeds (b) the amount on deposit in the Basis Risk Reserve Fund
immediately prior to such date. With respect to any Distribution Date on which
the Net Excess Spread is equal to or greater than 0.25%, the amount, if any, by
which (i) $1,000 exceeds the amount on deposit in the Basis Risk Reserve Fund
immediately prior to such date; provided, however, that on any Distribution
Date on which the Class Principal Amount of each Class of LIBOR Certificates
and the Class A3 Certificates has been reduced to zero, the Required Reserve
Fund Amount shall be zero.



     Residual Certificate: The Class R Certificate.



     Responsible Officer: When used with respect to the
Trustee, any vice president, assistant vice president, the secretary, any
assistant secretary, or any officer, working in its Corporate Trust Office and
having responsibility for the administration of this Agreement, and any other
officer to whom a matter arising under this Agreement may be referred.



     Restricted Certificate: Any Class P, Class X or Class
R Certificate.



     Restricted Global Security: As defined in Section
3.01(c).



     Rolling Three Month Delinquency Rate: With respect to
any Distribution Date, the fraction, expressed as a percentage, equal to the
average of the Delinquency Rates for each of the three (or one and two, in the
case of the first and second Distribution Dates, respectively) immediately
preceding calendar months.



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



     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.



     Scheduled Principal Balance: With respect to (i) any
Mortgage Loan (other than a Simple Interest Mortgage Loan) as of any
Distribution Date, the principal balance of such



41









 







Mortgage Loan at the close of
business on the Cut-off Date or Subsequent Cut-off Date, as applicable, after
giving effect to principal payments due on or before the Cut-off Date or
Subsequent Cut-off Date, as applicable, whether or not received, less an amount
equal to principal payments due after the Cut-off Date or Subsequent Cut-off
Date, as applicable, and on or before the Due Date in the related Collection
Period, whether or not received from the Mortgagor or advanced by any Servicer
or the Master Servicer, and all amounts allocable to unscheduled principal
payments (including Principal Prepayments, Liquidation Proceeds, Insurance
Proceeds and condemnation proceeds, in each case to the extent identified and
applied prior to or during the related Prepayment Period) and (ii) any REO
Property as of any Distribution Date, the Scheduled Principal Balance of the
related Mortgage Loan on the Due 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 and the Cut-off Date or Subsequent Cut-off Date, as
applicable, as specified in the Mortgage Loan Schedule. The Scheduled
Principal Balance of any Liquidated Mortgage Loan shall be zero. In the case
of a Simple Interest Mortgage Loan, references herein to such Mortgage Loan’s
Scheduled Principal Balance shall mean its actual unpaid principal balance.
The actual unpaid principal balance of a Simple Interest Mortgage Loan with
respect to any Distribution Date shall be determined by subtracting from such
Mortgage Loan’s unpaid
principal balance as of the end of the preceding Collection Period the
amount of the borrower’s fixed monthly payment for the related Collection
Period that is not allocated to the payment of interest applying the Simple
Interest Method.



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



     Securities Administrator: Wells Fargo Bank, 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 Fee: With respect to each
Distribution Date and each Mortgage Loan, the product of (i) 1/12th of the
Securities Administrator Fee Rate and (ii) the Scheduled Principal Balance of
such Mortgage Loan as of the first day of the related Collection Period.



     Securities Administrator Fee Rate: 0.001% per annum.



     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.



     Seller: Lehman Brothers Holdings Inc., or any
successor in interest.



     Seller Remittance Amount: With respect to each
Servicer, the meaning assigned to such term in the related Servicing Agreement.



42









 





     Senior Certificate: Any Class 1-A1, Class 2-A1, Class
2-A2, Class A3 or Class A-SIO Certificate.



     Senior Enhancement Percentage: With respect to any
Distribution Date, the fraction, expressed as a percentage, the numerator of
which is the sum of the aggregate Class Principal Amount of the Class M
Certificates, the Class B Certificates and the Overcollateralization Amount
(which amount, for purposes of this definition only, shall not be less than
zero and assuming for purposes of this definition that the Principal
Distribution Amount has been distributed on such Distribution Date and no
Trigger Event has occurred) and the denominator of which is the Aggregate Pool
Balance for such Distribution Date, in each case after giving effect to
distributions on such Distribution Date.



     Senior Principal Distribution Amount: With respect to
any Distribution Date (a) prior to the Stepdown Date or if a Trigger Event is
in effect with respect to such Distribution Date, an amount equal to 100% of
the Principal Distribution Amount for both Mortgage Pools and (b) on or after
the Stepdown Date and as long as a Trigger Event is not in effect with respect
to such Distribution Date, the lesser of (x) the Principal Distribution Amount
for both Mortgage Pools and (y) the amount, if any by which (A) the aggregate
Class Principal Amount of the Class
1-A1, Class 2-A1, Class 2-A2 and Class A3 Certificates immediately prior
to such Distribution Date exceeds (B) the Senior Target Amount.



     Senior Priority: With respect to the Group 1 Senior
Certificates, the priority of distribution between Certificates of such group
set forth in Section 5.02(d)(i)(A)(i). With respect to the Group 2 Senior
Certificates, the priority of distributions among Certificates of such group
set forth in Section 5.02 (d)(i)(B)(i).



     Senior Proportionate Percentage: With respect to Pool
1 and any Distribution Date, the fraction, expressed as a percentage, the
numerator of which is the Principal Remittance Amount for Pool 1 for such
Distribution Date and the denominator of which is the aggregate of the
Principal Remittance Amounts for Pool 1 and Pool 2 for such Distribution Date.
With respect to Pool 2 and any Distribution Date, the fraction, expressed as a
percentage, the numerator of which is the Principal Remittance Amount for Pool
2 for such Distribution Date and the denominator of which is the aggregate of
the Principal Remittance Amounts for Pool 1 and Pool 2 for such Distribution
Date.



     Senior Target Amount: With respect to each
Distribution Date, an amount equal to the lesser of (a) the product of (i)
75.60% and (ii) the Aggregate Pool Balance for such Distribution Date
determined as of the last day of the related Collection Period and (b) the
amount, if any, by which (i) the Aggregate Pool Balance for such Distribution
Date determined as of the last day of the Collection Period exceeds (ii) the
Targeted Overcollateralization Amount for such Distribution Date.



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



43









 





     Servicers: Aurora Loan Services Inc., Chase Manhattan
Mortgage Corporation, CitiMortgage, Inc., Ocwen Federal Bank FSB, Option One
Mortgage Corporation and Wells Fargo Bank, N.A., or any of their respective
successors in interest.



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



     Servicing Agreement: Each Servicing Agreement,
Subservicing Agreement or Reconstituted Servicing Agreement identified on
Exhibit E hereto, dated as of June 1, 2004, among the Seller, the Master
Servicer and one of the above-named Servicers, any other servicing
agreement entered into between a successor servicer and the Seller
pursuant to the terms of this Agreement and any servicing agreement entered
into between a servicer and the Seller pursuant to the terms of this Agreement
with respect to the Subsequent Mortgage Loans.



     Servicing Fee: As to any Distribution Date and each
Mortgage Loan, an amount equal to the product of (a) one-twelfth of the
Servicing Fee Rate and (b) the outstanding principal balance of such Mortgage
Loan as of the first day of the related Collection Period.



     Servicing Fee Rate: With respect to each Mortgage
Loan, the rate specified in the related Servicing Agreement.



     Simple Interest Method: With respect to a Simple
Interest Mortgage Loan, the method of allocating a payment to principal and
interest, pursuant to which the portion of such payment that is allocated to
interest is equal to the product of the applicable rate of interest multiplied
by the unpaid principal balance multiplied by the period of time elapsed since
the preceding payment of interest was made and divided by either 360 or 365, as
specified in the related Mortgage Note and the remainder of such payment is
allocated to principal.



     Simple Interest Mortgage Loan: Any Mortgage Loan
specified as a “DSI Loan” in the Mortgage Loan Schedule attached hereto as
Schedule A.



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



     Stepdown Date: The later to occur of (x) the
Distribution Date in July 2007 and (y) the first Distribution Date on which the
Senior Enhancement Percentage (calculated for this purpose after giving effect
to payments or other recoveries in respect of the Mortgage Loans during the
related Collection Period but before giving effect to distributions on the
Certificates on such Distribution Date) is greater than or equal to 24.40%.



44









 





     Subordinate Certificate: Any Class M1, Class M2, Class
M3, Class M4, Class M5, Class M6, Class B or Class X Certificate.



     Subordinate Net Funds Cap: With respect to any
Distribution Date will equal the weighted average of the Pool 1 Net Funds Cap
and the Pool 2 Net Funds Cap, weighted on the basis of the Pool Subordinate
Amount for each Mortgage Pool; provided, however, that on any Distribution Date
after which the Class Principal Amount and Component Principal Amount of the
Group 1 Senior Certificates (in the case of Pool 1) or the Class Principal
Amounts and Component Principal Amount of the Group 2 Senior Certificates, in
the case of Pool 2) have been reduced to zero, the Subordinate Net Funds Cap
will equal the weighted average of the Pool 1 Net Funds Cap and the Pool 2 Net
Funds Cap, weighted on the basis of the respective Pool Balances of each
Mortgage Pool.



     Subsequent Cut-off Date: The date specified as the
cut-off date with respect to a Subsequent Mortgage Loan in the related Transfer
Supplement, which shall be no later than September 1, 2004.



     Subsequent Mortgage Loan: A Mortgage Loan that is
conveyed as of the Transfer Date to the Trust Fund by the Depositor pursuant to
a Transfer Supplement to the
Mortgage Loan Sale Agreement, which Mortgage Loan shall be identified in
such Transfer Supplement and added by the Depositor to the Mortgage Loan
Schedule.



     Subsequent Recovery: Any amount recovered by a
Servicer or the Master Servicer with respect to a Liquidated Mortgage Loan with
respect to which a Realized Loss was incurred after the liquidation or
disposition of such Mortgage Loan.



     Substitution Amount: The amount, if any, by which the
Scheduled Principal Balance of a Deleted Mortgage Loan exceeds the Scheduled
Principal Balance of the related Qualifying Substitute Mortgage Loan, or
aggregate Scheduled Principal Balance, if applicable, plus unpaid interest
thereon, any related unpaid Advances or Servicing Advances or unpaid Servicing
Fees and the amount of any costs and damages incurred by the Trust Fund
associated with a violation of any applicable federal, state or local predatory
or abusive lending law in connection with the origination of such Deleted
Mortgage Loan.



     Target Amount: With respect to any Distribution Date,
an amount equal to the Aggregate Pool Balance for such Distribution Date minus
the Targeted Overcollateralization Amount for such Distribution Date.



     Targeted Overcollateralization Amount: With respect to
any Distribution Date, $11,602,249.30.



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



     Telerate Page 3750: The display currently so
designated as “Page 3750” on the Bridge Telerate Service (or such other page
selected by the Master Servicer as may replace Page 3750 on that service for
the purpose of displaying daily comparable rates on prices).



     Termination Price: As defined in Section 7.01.



45









 





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



     Total Distribution Amount: With respect to any
Distribution Date, the sum of (i) the aggregate of the Interest Remittance
Amounts for such date; (ii) the aggregate of the Principal Remittance Amounts
for such date; and (iii) all Prepayment Premiums collected during the related
Prepayment Period.



     Transfer Agreements: As defined in the Mortgage Loan
Sale Agreement, including the Option One Agreement.



     Transfer Date: Any date during the Pre-Funding Period
on which Subsequent Mortgage Loans are conveyed by the Depositor to the Trust
Fund pursuant to Section 2.01(b), as specified in the applicable Transfer
Supplement.



     Transfer Price: With respect to any Subsequent
Mortgage Loan, the price specified in the Transfer Supplement which shall be no
less than the outstanding principal
balance of such Subsequent Mortgage Loan as of the Subsequent Cut-off Date
specified in the Transfer Supplement.



     Transfer Supplement: With respect to each sale of
Subsequent Mortgage Loans from the Seller to the Depositor pursuant to the
Mortgage Loan Sale Agreement, the transfer supplement entered into between the
Seller and the Depositor, substantially in the form of Exhibit B to the
Mortgage Loan Sale Agreement.



     Transferor: Each seller of Mortgage Loans to the
Seller pursuant to the Transfer Agreements.



     Trigger Event: A Trigger Event shall have occurred
with respect to any Distribution Date if either a Delinquency Event or a
Cumulative Loss Trigger Event is in effect for such Distribution Date.



     Trust Fund: The corpus of the trust created pursuant
to this Agreement, consisting of the Mortgage Loans, the assignment of the
Depositor’s rights under the Transfer Agreements, the Mortgage Loan Sale
Agreement and each Servicing Agreement, each Cap Agreement and all amounts
received from the relevant Cap Provider thereunder (to the extent provided
herein), such amounts as shall from time to time be held in the Collection
Account, Certificate Account, the Pre-Funding Accounts, the Capitalized
Interest Account, any Custodial Account and any Escrow Account, the Basis Risk
Reserve Fund, the Insurance Policies, any REO Property and the other items
referred to in, and conveyed to the Trustee under, Section 2.01(a).



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



     Trustee Fee: A fixed annual fee of $3,750 to be paid
by the Securities Administrator on behalf of the Trust Fund from investment
income and earnings on the amounts on deposit in the



46









 







Securities Administration
Account as provided in Section 4.07 (and if not so paid, will be payable by the
Trust Fund pursuant to Section 6.12).



     UCC: The Uniform Commercial Code as in effect in any
applicable jurisdiction from time to time.



     Underwriters: Collectively, Lehman Brothers Inc. and
WaMu Capital Corp.



     Underwriter’s Exemption: Prohibited Transaction
Exemption 2002-41, 67 Fed. Reg. 54487 (2002), as amended (or any successor
thereto), or any substantially similar administrative exemption granted by the
U.S. Department of Labor.



     Uniform Commercial Code: The Uniform Commercial Code
as in effect in any applicable jurisdiction from time to time.



     Unpaid Basis Risk Shortfall: With respect to any
Distribution Date and any LIBOR Certificate or Class A3 Certificate, the
aggregate of all Basis Risk Shortfalls with respect
to such Certificate remaining unpaid from previous Distribution Dates,
plus interest accrued thereon at the applicable Certificate Interest Rate
(calculated without giving effect to the applicable Net Funds Cap or
Subordinate Net Funds Cap) but limited to a rate no greater than the Maximum
Interest Rate.



     Upper Tier REMIC: As described in the Preliminary
Statement.



     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, 97% of all Voting Interests shall be allocated to the Senior
Certificates, Class M, Class B and Class R Certificates. Voting Interests
shall be allocated among such Certificates (other than the Class R
Certificates) based on the product of (i) 97% and (ii) the fraction, expressed
as a percentage, the numerator of which is the aggregate Class Principal Amount
of all Certificates then outstanding and the denominator is the Aggregate Pool
Balance then outstanding. The remainder of the Voting Interests not otherwise
allocated below shall be allocated to the Class R Certificates. At all times
during the term of this Agreement, 1% of all Voting Interests shall be
allocated to each of the Class A-SIO, Class P and Class X Certificates, while
they remain outstanding; provided, however, that after the Class Notional
Amount of the Class A-SIO Certificates has been reduced to zero, its 1% Voting
Interest shall be allocated to the Class R Certificates. Voting Interests
shall be allocated among the other Classes of Certificates (and among the
Certificates within each such Class) in proportion to their Class Principal
Amounts (or Certificate Principal Amounts) or Percentage Interests.



     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



47









 







recompute, verify or recalculate the information supplied to it by the Master
Servicer, any Servicer or the Credit Risk Manager.



     Section 1.03 Calculations Respecting Accrued Interest.



     Accrued interest, if any, on any LIBOR Certificate and any Class A-SIO
Certificate shall be calculated based upon a 360-day year and the actual number
of days in each Accrual Period. Accrued interest, if any, on any Component of
the Class A3 Certificate shall be calculated based upon a 360-day year
consisting of twelve 30-day months.



ARTICLE II




DECLARATION OF TRUST;

ISSUANCE OF CERTIFICATES




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



     (a) Initial Mortgage Loans. 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 Initial Mortgage
Loans. Such conveyance includes, without limitation, the right to all payments
of principal and interest received on or with respect to the Initial 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 Certificate Account
and all amounts from time to time credited to and the proceeds of the
Certificate Account, the Pre-Funding Accounts and all amounts from time to time
credited to and the proceeds of the Pre-Funding Accounts, the Capitalized
Interest Account and all amounts from time to time credited to and the proceeds
of the Capitalized Interest Account, any Custodial Accounts and all amounts
from time to time credited to and the proceeds of the Custodial Accounts, any
Escrow Account established pursuant to Section 9.06 and any Basis Risk Reserve
Fund established pursuant to Section 5.06 and all amounts from time to time
credited to and the proceeds of each such account, any REO Property and the
proceeds thereof, the Depositor’s rights under any Insurance Policies related
to the Mortgage Loans, 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.



48









 





     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 each Servicing Agreement and the Transfer Agreements, but only to the
extent assigned under the Mortgage Loan Sale Agreement. The Trustee hereby
accepts such assignment, and shall be entitled to exercise all the rights of
the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose,
it were the Depositor.



     It is agreed and understood by the Depositor and the Trustee (and the
Depositor has so represented and recognized in the Mortgage Loan Sale
Agreement) that it is not intended that any Mortgage Loan to be included in the
Trust Fund be either (i) a “High-Cost Home Loan” as defined in the New Jersey
Home Ownership Act effective November 27, 2003 or (ii) a “High-Cost Home Loan”
as defined in the New Mexico Home Loan Protection Act effective January 1,
2004.



     The foregoing sale, transfer, assignment, set-over, deposit and conveyance
does not and is not intended to result in the creation or assumption by the
Trustee of any obligation of the Depositor, the Seller or any other Person in
connection with the Initial Mortgage Loans. The Depositor hereby directs the
Trustee, solely in its capacity as Trustee hereunder, to execute and deliver,
concurrently with the execution and delivery of this Agreement, the Cap
Agreements. The Trustee shall have no duty or responsibility to enter into any
other interest rate cap agreement upon the expiration or termination of each
Cap Agreement.



     (b) Subsequent Mortgage Loans. On each Transfer Date
occurring during the Pre-Funding Period, provided that each condition set forth
in this Section 2.01(b) is satisfied, the Depositor shall convey to the Trust
Fund, and the Trustee shall purchase pursuant to this Section 2.01(b), all
Subsequent Mortgage Loans which satisfy the criteria set forth in this Section
2.01(b) then offered for sale by the Depositor; provided, however, that the
related aggregate Transfer Price shall not exceed the Pre-Funding Amount.



     Subject to the conditions set forth in this Section 2.01(b), in
consideration of the Trustee’s delivery on the related Transfer Date to the
Depositor or its designee, or upon the order of the Depositor, of the Transfer
Price for the related Subsequent Mortgage Loans from amounts on deposit in the
related Pre-Funding Account, the Depositor shall, on each Transfer Date, sell,
transfer, assign, set over and otherwise convey to the Trustee on behalf of the
Trust Fund, without recourse, but subject to the other terms and provisions of
this Agreement, all of the right, title and interest of the Depositor in and to
each Subsequent Mortgage Loan (including all interest and principal thereon
received after the related Subsequent Cut-off Date specified in the Transfer
Supplement) identified in the Addition Notice delivered by the Depositor on
such Transfer Date and all items in the related Mortgage File. In connection
therewith, the Depositor shall amend the Mortgage Loan Schedule to reflect the
inclusion of such Subsequent Mortgage Loan in the applicable Mortgage Pool as
part of the assets of the Trust Fund. The Depositor shall promptly deliver to
the Trustee, the Securities Administrator and the Master Servicer a copy of the
Mortgage Loan Schedule as so amended.



     Concurrently with the execution and delivery of each Transfer Supplement,
the Depositor does hereby assign to the Trustee all of its rights and interest
under the Mortgage Loan Sale



49









 







Agreement with respect to the Subsequent Mortgage
Loans, including all rights of the Seller under each Servicing Agreement and
the Transfer Agreements (other than first payment date default or early payment
date default rights against the related Transferor unless otherwise specified
in the related Transfer Supplement) added to the Mortgage Loan Sale Agreement
pursuant to such Transfer Supplement, but only to the extent assigned under the
Mortgage Loan Sale Agreement. The Trustee hereby accepts such assignment, and
shall be entitled to exercise all the rights of the Depositor under the
Mortgage Loan Sale Agreement as amended by the related Transfer Supplement as
if, for such purpose, it were the Depositor.



     The Depositor shall on any Transfer Date transfer to the Trust Fund the
applicable Subsequent Mortgage Loans and the other property and rights related
thereto described in the immediately preceding paragraph, as applicable, and
the Trust Fund shall purchase such Subsequent Mortgage Loans, property and
rights only upon the satisfaction of each of the following conditions on or
prior to the related Transfer Date:




     (i) immediately prior to such Transfer Date, the Pre-Funding Amount
in the related Pre-Funding Account shall equal or exceed the aggregate
Transfer Price of the related Subsequent Mortgage Loans;




     (ii) the Depositor shall have delivered to the Trustee, with a copy
to the Master Servicer and the Securities Administrator, a copy of a duly
executed Transfer Supplement with respect to the Subsequent Mortgage
Loans entered into between the Depositor and the Seller, in the form of
Exhibit B to the Mortgage Loan Sale Agreement;




     (iii) at least ten (10) Business Days prior to the related Transfer
Date, the Depositor shall have delivered to the Trustee, the Master
Servicer, the Securities Administrator, each Rating Agency, the
applicable Custodian and the NIMS Insurer an Addition Notice in the form
of Exhibit O hereto identifying the Subsequent Mortgage Loans offered for
sale to the Trust Fund;




     (iv) the remaining term to maturity of each Subsequent Mortgage Loan
may not exceed 360 months;




     (v) each Subsequent Mortgage Loan will be not more than 30 days
Delinquent in payment as of the applicable Subsequent Cut-off Date;




     (vi) after giving effect to the proposed transfer of Subsequent
Mortgage Loans, the Overcollateralization Amount on such Transfer Date
equals or exceeds the Targeted Overcollateralization Amount for such
date;




     (vii) no Subsequent Mortgage Loan shall have been selected in a
manner adverse to Certificateholders;




     (viii) the Subsequent Mortgage Loans to be transferred on such
Transfer Date shall satisfy the same representations and warranties
applicable to the Initial Mortgage Loans in the related Mortgage Pool set
forth in the Mortgage Loan Sale Agreement;



50









 






     (ix) the Depositor shall have delivered to the Trustee and the NIMS
Issuer a letter from each Rating Agency stating that the addition of the
Subsequent Mortgage Loans will not result in the reduction, qualification
or withdrawal of the then current ratings of the Certificates;




     (x) no Subsequent Mortgage Loan shall have an original Loan-to-Value
Ratio greater than 100.00% and the weighted average Combined
Loan-to-Value Ratio of the applicable Mortgage Pool (after taking into
account the inclusion of such Subsequent Mortgage Loans) shall not exceed
90.00%;




     (xi) each Subsequent Mortgage Loan shall be underwritten
substantially in accordance with the applicable originator’s underwriting
guidelines;




     (xii) the Depositor shall have delivered to the Trustee, the Master
Servicer, the Securities Administrator, each Rating Agency and the NIMS
Insurer such additional information reasonably requested by any of them
with respect to the Subsequent Mortgage Loans to be sold to the Trust
Fund on the Transfer Date;




     (xiii) the Depositor shall have delivered to the Trustee and each
Rating Agency a letter from an independent accountant stating that the
characteristics of the Subsequent Mortgage Loans conform to the
characteristics of the Initial Mortgage Loans required in this Section
2.01(b);




     (xiv) as of each Transfer Date, neither the Depositor nor the Seller
shall be insolvent, nor will either of them be made insolvent by such
transfer;




     (xv) the Pre-Funding Period shall not have ended;




     (xvi) after giving effect to the acquisition of any Subsequent
Mortgage Loans on any Transfer Date, the Mortgage Loans shall have a
weighted average Mortgage Rate of not more than 100 basis points lower
than the weighted average Mortgage Rate of the Initial Mortgage Loans as
of the Closing Date;




     (xvii) the applicable Servicer shall have deposited in the
applicable Custodial Account on the Transfer Date all collections in
respect of the Subsequent Mortgage Loans received after the related
Subsequent Cut-off Date; and




     (xviii) the Depositor shall have delivered to the Master Servicer,
the Trustee and the NIMS Insurer an Officer’s Certificate confirming the
satisfaction of each condition precedent specified in this paragraph and
opinions of counsel with respect to corporate, bankruptcy, ERISA and tax
matters relating to the transfer of Subsequent Mortgage Loans in the
forms substantially similar to those delivered on the Closing Date.



     (c) In connection with such transfer and assignment of the Initial
Mortgage Loans, the Depositor does (and upon the transfer and assignment of any
Subsequent Mortgage Loans, shall) hereby deliver to, and deposit with, or cause
to be delivered to and deposited with, the Trustee, and/or the applicable
Custodian acting on the Trustee’s behalf, the following documents or



51









 







instruments with respect to each Mortgage Loan (each a “Mortgage File”) so
transferred and assigned:




     (i) with respect to each Mortgage Loan, the original Mortgage Note
endorsed without recourse in proper form to the order of the Trustee, or
in blank (in each case, with all necessary intervening endorsements, as
applicable) or with respect to any lost Mortgage Note, a lost note
affidavit stating that the original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related Mortgage Note;




     (ii) the original of any guarantee executed in connection with the
Mortgage Note, assigned to the Trustee;




     (iii) with respect to any Mortgage Loan other than a Cooperative
Loan, the original recorded Mortgage with evidence of recording indicated
thereon and the original recorded power of attorney, with evidence of
recording thereon. If, in connection with any Mortgage Loan, the
Depositor cannot deliver the Mortgage or power of attorney with evidence
of recording thereon on or prior to the Closing Date (or, in the case of
a Subsequent Mortgage Loan, on or prior to the applicable Transfer Date)
because of a delay caused by the public recording office where such
Mortgage has been delivered for recordation or because such Mortgage or
power of attorney 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 or power of attorney,
pending delivery of the original thereof, together with an Officer’s
Certificate of the Depositor certifying that the copy of such Mortgage or
power of attorney delivered to the Trustee (or the applicable Custodian)
is a true copy and that the original of such Mortgage or power of
attorney has been forwarded to the public recording office, or, in the
case of a Mortgage or power of attorney 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 or power of attorney
is not required to enforce the Trustee’s interest in the Mortgage Loan;




     (iv) 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 (or, in the case of a
Subsequent Mortgage Loan, on or prior to the applicable Transfer 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 the applicable Custodian) is a true copy and that the
original of such agreement has been forwarded to the public recording
office;




     (v) with respect to each Non-MERS Mortgage Loan other than a
Cooperative Loan, an original Assignment of Mortgage, in form and
substance acceptable for recording. The Mortgage shall be assigned
either (A) in blank, without recourse or (B) to



52









 






“LaSalle Bank National
Association, as Trustee of the Structured Asset Investment Loan Trust,
2004-6,” without recourse;




     (vi) 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 and any NIMS Insurer that such original Intervening
Assignment is not required to enforce the Trustee’s interest in the
Mortgage Loan;




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




     (viii) the original of any security agreement, chattel mortgage or
equivalent instrument executed in connection with the Mortgage or as to
any security agreement, chattel mortgage or their equivalent instrument
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 instrument 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;




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




     (x) 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.



     (d) (i) 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, on or prior to the Closing Date (or,
in the case of a Subsequent Mortgage Loan, on or prior to the applicable
Transfer Date), the Depositor delivers, at its own expense, an Opinion of
Counsel addressed to the Trustee (which must be Independent counsel) acceptable
to the Trustee and the Rating Agencies, to the effect that recording in such
states is not required to protect the Trustee’s interest in the related
Non-MERS Mortgage Loans; provided, further, that notwithstanding the delivery
of any Opinion of Counsel, the Master Servicer shall cause the applicable
Servicer to submit each Assignment of Mortgage for recording upon the
occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor
under the related Mortgage. Subject to the preceding sentence, as soon as
practicable after the Closing Date (but in no event more than three months
thereafter except to the extent delays are caused by the applicable recording
office), the Master Servicer, at the expense of the Depositor and with the
cooperation of the applicable Servicer, shall cause to be properly recorded by
each Servicer in each public



53









 







recording office where the related Mortgages are
recorded each Assignment of Mortgage referred to in subsection (b)(v) above
with respect to each Non-MERS Mortgage Loan.



     (ii) With respect to each MERS Mortgage Loan, the Master Servicer shall
cause the applicable Servicer, at the expense of the Depositor, to take 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. With respect to each Cooperative Loan, the Master Servicer, 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.



     (e) In instances where a Title Insurance Policy is required to be
delivered to the Trustee or the applicable Custodian on behalf of the Trustee
under clause (b)(vii) 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.



     (f) For Mortgage Loans (if any) that have been prepaid in full after the
Cut-off Date and prior to the Closing Date (or, in the case of Subsequent
Mortgage Loans, after the Subsequent Cut-off Date and prior to the Transfer
Date), the Depositor, in lieu of delivering the above documents, herewith
delivers to any NIMS Insurer and 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 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 by
it or by the applicable Custodian on its behalf of the Mortgage Files
pertaining to the Initial 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 Depositor,
the Master Servicer, the Trustee and any NIMS Insurer 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 (or, in the case of Subsequent
Mortgage Loans, within 45 days after the applicable Transfer Date), the Trustee
or the applicable Custodian on behalf of the Trustee, will, 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,
the Master Servicer and any NIMS



54









 







Insurer 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(c) 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 determine whether such 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 applicable 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.



     (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, discovering such Material Defect
shall promptly identify the Mortgage Loan to which such Material Defect relates
in the Interim Certification delivered to the Depositor and the Master
Servicer. Within 90 days of its receipt of such notice, the Transferor, or, if
the Transferor does not do so, 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 applicable Transferor or the Depositor, as applicable, does not so cure
such Material Defect, the Transferor, or, if the Transferor does not do so, the
Depositor, 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 each 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 (or, in the case Subsequent Mortgage Loans, within 45
days after the applicable Transfer 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 (or, in the case Subsequent
Mortgage Loans, within 180 days after the applicable Transfer Date), the
Trustee, or the applicable Custodian, shall deliver to the Trustee, the
Depositor, the Master Servicer and any NIMS Insurer



55









 







a Final Certification
substantially in the form attached 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, any Custodian or the
Certificateholders 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 applicable Custodian
shall perform the applicable review of the Mortgage Loans and respective
certifications thereof as provided in this Section 2.02 and the Custodial
Agreement. The Trustee is hereby authorized and directed by
the Depositor to appoint each such Custodian and to execute and deliver
each of the Custodial Agreements and to execute and deliver Transaction
Addendum No. 12 to the Master Consulting Agreement with the Credit Risk
Manager.



     (g) Upon execution of this Agreement, the Depositor hereby delivers to the
Trustee and the Trustee acknowledges a receipt of the Mortgage Loan Sale
Agreement, each Servicing Agreement and the Bulk PMI Policies.



     Section 2.03 Representations and Warranties of the Depositor.



     (a) The Depositor hereby represents and warrants to the Trustee, for the
benefit of Certificateholders, the Master Servicer, the Securities
Administrator and any NIMS Insurer as of the Closing Date or the applicable
Transfer Date, in the case of Subsequent Mortgage Loans, or such other date as
is specified, that:




     (i) 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 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;




     (ii) 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;




     (iii) 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;



56









 






     (iv) this Agreement has been duly executed and delivered by the
Depositor and, assuming due authorization, execution and delivery by the
Trustee, the Master Servicer, the Credit Risk Manager and the Securities
Administrator, 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;




     (v) 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




     (vi) 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 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 the Seller under the Mortgage Loan Sale Agreement, the only right or remedy
of the Trustee, any Certificateholder or any NIMS Insurer hereunder shall be
their rights to enforce the obligations of the applicable Transferor under any
applicable representation or warranty made by it. The Trustee acknowledges
that, except as otherwise provided in the Mortgage Loan Sale Agreement, the



57









 







Seller shall not have any obligation or liability with respect to any breach of
a representation or warranty made by it with respect to the Mortgage Loans sold
by it 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) of
the Depositor set forth in Section 2.03, (ii) of the Seller set forth in the
Mortgage Loan Sale Agreement and assigned to the Depositor by the Seller under
the Mortgage Loan Sale Agreement and to the Trustee by the Depositor hereunder
and (iii) of each Transferor and of each Servicer assigned by the Seller 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 any of
the Depositor, the Master Servicer, the Securities Administrator or the Trustee
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 by the Depositor or given by any Transferor or the Seller
and assigned to the Trustee, the Depositor, such Transferor or the Seller, 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 and any
NIMS Insurer. As provided in the Mortgage Loan Sale Agreement, if any
Transferor substitutes a mortgage loan for a Deleted Mortgage Loan pursuant to
the related Transfer Agreement and such substitute mortgage loan is not a
Qualifying Substitute Mortgage Loan, then pursuant to the terms of each
Mortgage Loan Sale Agreement the Seller will, in exchange for such substitute
mortgage loan, (i) pay to the Trust Fund the applicable Purchase Price for the
affected Mortgage Loan or (ii) within two years of the Closing Date, substitute
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 the Seller pursuant to the Mortgage Loan Sale
Agreement or by the 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 the
Purchase Price shall be deposited in the Collection Account or a Custodial
Account, as applicable. The Trustee (i) upon receipt of the full amount of the
Purchase Price for a Deleted Mortgage Loan, (ii) upon receipt of a written
certification from the Master Servicer



58









 







that it has received the full amount of
the Purchase Price for a Deleted Mortgage Loan and has deposited such amount in
the Collection Account or (iii) upon receipt of notification from the related
Custodian that it had received 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, the Seller or the 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 related Servicer 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 Master Servicer, the
Securities Administrator, the Trustee, the Depositor, and NIMS Insurer and each
Certificateholder harmless against any and all taxes, claims, losses,
penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, fees and expenses that the Trust Fund, the
Trustee, the Master Servicer, the Securities Administrator, the Depositor, any
NIMS Insurer and any Certificateholder may sustain in connection with any
actions of such 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
Agreement, to the extent that any such action causes an Adverse REMIC Event.



     (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
Transferor or the Seller, as applicable, must deliver to the Trustee (or a
Custodian) the Mortgage File for the Qualifying Substitute Mortgage Loan
containing the documents set forth in Section 2.01(c) along with a written
certification certifying as to the delivery of such Mortgage File and
containing granting language substantially comparable to that set forth in the
first paragraph of Section 2.01(a); and (ii) the Depositor will be deemed to
have made, with respect to such Qualifying 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 Master Servicer, at the
expense of the Depositor and at the direction and with the cooperation of the
applicable Servicer, shall (i) with respect to a Qualifying Substitute Mortgage
Loan that is a Non-MERS Mortgage Loan, cause the Assignment of Mortgage to be
recorded by the applicable Servicer if required pursuant to Section 2.01(d), 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(d).



     (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 and any NIMS
Insurer has received an Opinion of Counsel addressed to the Trustee (at the
expense of the party seeking to make the substitution) that, under current law,
such substitution will not cause an Adverse REMIC Event.



59









 





     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 a first priority security interest to secure
repayment of an obligation in an amount equal to the aggregate Class Principal
Amount of the Certificates 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 Depositor 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
shall be maintained as such throughout the term of this Agreement. The
Depositor shall, 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 Depositor 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 jurisdiction of organization of the
Seller or the 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. Neither the Seller nor the Depositor shall organize
under the law of any jurisdiction other than the State under which each is
organized as of the Closing Date (whether changing its jurisdiction of
organization or organizing under an additional jurisdiction) without giving 30
days prior written notice of such action to its immediate and intermediate
transferee, including the Trustee. Before effecting such change, the Seller or
the Depositor proposing to change its jurisdiction of organization shall
prepare and file in the appropriate filing office any financing statements or
other statements necessary to continue the perfection of the interests of its
immediate and intermediate transferees, including the Trustee, in the Mortgage
Loans. In connection with the transactions contemplated by this Agreement,
each of the Seller and the Depositor authorizes its immediate or intermediate
transferee to file in any filing office any initial financing statements, any
amendments to financing statements, any continuation statements, or any other
statements or filings described in this paragraph (b).



60









 





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 will be issued 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 Class P and
Class X Certificates shall each be maintained in definitive, fully registered
form in the minimum denomination specified in the Preliminary Statement hereto.
The Class R 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.



     (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) [Reserved].



     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, any NIMS Insurer and the Master
Servicer, any bank or trust
company to act as co-registrar under such conditions as the Certificate
Registrar may prescribe;



61









 







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 a Book-Entry Certificate 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
or Percentage Interest 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 or Percentage Interest
as the Certificate surrendered, upon surrender of the 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, 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.



     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:




     (i) 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 1933 Act) of the
Depositor or the Placement Agent or (y) being made to a “qualified
institutional buyer” (a “QIB”) as defined in Rule



62









 






144A under the
Securities Act of 1933, as amended (the “Act”) by a transferor that has
provided the Trustee with a certificate in the form of Exhibit F hereto;
and




     (ii) The Certificate Registrar shall register the transfer of a
Restricted Certificate if the requested transfer is being made to an
“accredited investor” under Rule 501(a)(1), (2), (3) or (7) under the
Act, or to any Person all of the equity owners in which are such
accredited investors, 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 hereto (or
Exhibit D-1, in the case of a Residual Certificate) from such transferee or (B)
an Opinion of Counsel satisfactory to the Trustee, to the effect that the
purchase and holding of such a Certificate will not constitute or result in
prohibited transactions under Title I of ERISA or Section 4975 of the Code and
will not subject the Trustee, the Master Servicer, the Securities
Administrator, the NIMS Insurer 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 Title I of 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, the
Master Servicer, the Securities Administrator, any NIMS Insurer or the
Depositor.



     Notwithstanding the foregoing, no opinion or certificate shall be required
for the initial issuance of the ERISA-Restricted Certificates. The Trustee
shall have no obligation to monitor transfers of Book-Entry Certificates that
are ERISA-Restricted Certificates and shall have no liability for transfers of
such Certificates in violation of the transfer restrictions. 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 a Plan or a Person acting on behalf of any such
Plan any 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 such tax or charge may be



63









 







applicable. No service charge
shall be made to the Certificateholder for any registration, transfer or
exchange of a 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
W-8ECI 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, the Master Servicer, the Securities Administrator, any NIMS Insurer
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 a 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 a Responsible Officer of 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, or an agent or nominee thereof, or
Non-permitted Foreign Holder. The Trustee shall be entitled, but not
obligated, 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.



64









 





     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 or Certificate Owner of a Restricted Certificate,
ERISA-Restricted Certificate or Residual Certificate, or an interest therein,
by such Holder’s or Owner’s acceptance thereof, shall be deemed for all
purposes to have consented to the provisions of this section.



     (h) [Reserved].



     Section 3.04 Cancellation of Certificates. 



     Any Certificate surrendered for registration of transfer or exchange shall
be cancelled and retained in accordance with the Trustee’s 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 and the Authenticating Agent
and any NIMS Insurer such security or indemnity as may be required by them to
save each of them harmless, then, in the absence of notice to the Trustee 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 Master Servicer, the Securities Administrator,
the Trustee, the Certificate Registrar, any NIMS Insurer and any agent of any
of them may treat the Person in whose name



65









 







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 Master Servicer,
the Securities Administrator, the Trustee, the Certificate Registrar, any NIMS
Insurer 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 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, subject to the consent of the NIMS Insurer, 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. 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



66









 







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):




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




     (ii) the Depositor, the Master Servicer, the Securities
Administrator, the Paying Agent, the Registrar, any NIMS Insurer 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;




     (iii) 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




     (iv) 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
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
Depositor is unable to locate a qualified successor or (ii) 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 any NIMS Insurer and 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 Depositor nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely



67









 







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. Notwithstanding the foregoing, the Trustee, upon the instruction of
the Depositor, shall have the right to issue Definitive Certificates on the
Closing Date in connection with credit enhancement programs.



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 “Collection Account, Aurora Loan Services Inc., as Master
Servicer, in trust for the benefit of the Holders of Structured Asset
Investment Loan Trust Mortgage Pass-Through Certificates, Series 2004-6.” 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.



     (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 10 days
and transfer all funds and investment property 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. The
Master Servicer shall take such actions as are necessary to cause the
depository institution holding the Collection Account to hold such account in
the name of the Master Servicer under this Agreement. 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), other than
amounts not included in the Total Distribution Amount for such Distribution
Date shall be remitted to the Securities Administrator for deposit into the
Securities Administration 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 Administration 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 received with respect to the Mortgage Loans representing Scheduled
Payments (or in the case of Simple Interest Mortgage Loans, representing
scheduled interest payments, but actual principal payments) on the Mortgage
Loans due after the Cut-off Date (or, in the case of Subsequent Mortgage Loans,
after the applicable Subsequent Cut-off Date) and unscheduled payments received
on or after the Cut-off Date and on or before the Closing Date (or, in the case
of Subsequent Mortgage Loans, on or after the applicable Subsequent Cut-off
Date and on or before the applicable Transfer Date). Thereafter, the Master
Servicer shall deposit or cause to be



68









 







deposited in the Collection Account on
the earlier of the applicable Master Servicer Remittance Date and one Business
Day following receipt thereof, 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 or the Subsequent Cut-off Date, in the case
of Subsequent Mortgage Loans):




     (i) all payments on account of principal, including Principal
Prepayments, any Subsequent Recovery and Late Collections, on the
Mortgage Loans;




     (ii) all payments on account of interest on the Mortgage Loans,
including Prepayment Premiums, in all cases, net of the Servicing Fee and
the PMI Insurance Premiums, if any, 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;




     (iii) 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 (x) any unpaid 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 (y) any amounts reimbursable to a Servicer
with respect to such Mortgage Loan under the applicable Servicing
Agreement and retained by such Servicer;




     (iv) all Insurance Proceeds;




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




     (vi) any Seller Remittance Amounts remitted by a Servicer;




     (vii) all amounts paid by any Servicer with respect to Net Simple
Interest Shortfalls and Prepayment Interest Shortfalls; and




     (viii) the Purchase Price of any Mortgage Loan repurchased by the
Depositor, the Seller, the Master Servicer or any other Person and any
Substitution Amount related to any Qualifying Substitute Mortgage Loan
and any purchase price paid by any NIMS Insurer for the purchase of any
Distressed Mortgage Loan under Section 7.04.



     The Master Servicer shall also deposit from its own funds into the
Collection Account (to the extent not already received from the related
Servicer), without right of reimbursement, except from Net Simple Interest
Excess, an amount equal to any Net Simple Interest Shortfall (to the extent not
offset by Net Simple Interest Excess) for the related Collection Period.



     (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 one Business Day prior to the Master Servicer
Remittance Date (except that if such Eligible Investment is an obligation of
the Securities Administrator, then such Eligible Investment shall



69









 







mature not
later than such applicable Master Servicer Remittance Date) 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 Master Servicer
in trust for the benefit of the Trustee and Holders of the Structured Asset
Investment Loan Trust Mortgage Pass-Through Certificates, Series 2004-6. All
income and gain realized from any Eligible Investment shall be for the benefit
of the Master Servicer and shall be subject to its withdrawal or order from
time to time, subject to Section 5.05 hereof, 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,
assumption fees and other incidental fees and charges relating to the Mortgage
Loans (other than Prepayment Premiums) 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.



     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:




     (i) to reimburse itself or any Servicer for Advances or Servicing
Advances made by it or by such Servicer pursuant to Section 5.04 or the
applicable Servicing Agreement; such right to reimbursement pursuant to
this subclause (i) is limited to amounts received on or in respect of a
particular Mortgage Loan (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) 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;




     (ii) to reimburse itself or any Servicer, following a final
liquidation of a Mortgage Loan (except as otherwise provided in the
related Servicing Agreement) for
any previously unreimbursed Advances made by it or by such Servicer
(A) that it determines in good faith will not be recoverable from amounts
representing late recoveries of payments of principal or interest
respecting the particular Mortgage Loan as to which such Advance was made
or from Liquidation Proceeds or Insurance Proceeds with respect to such
Mortgage Loan and/or (B) to the extent that such unreimbursed Advances
exceed the related Liquidation Proceeds or Insurance Proceeds, it being
understood, in the case of each such reimbursement, that such Master
Servicer’s or Servicer’s right thereto shall be prior to the rights of
the Certificateholders;



70









 






     (iii) to reimburse itself or any Servicer from Liquidation Proceeds
for Liquidation Expenses and for amounts expended by it pursuant to
Section 9.22(c) 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 Rate 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;




     (iv) to the extent of any previous Advances made by the Master
Servicer with respect to Simple Interest Mortgage Loans, to pay itself an
amount equal to Net Simple Interest Excess for the related Collection
Period to the extent not offset by Net Simple Interest Shortfalls;




     (v) to reimburse itself or any Servicer for expenses incurred by and
recoverable by or reimbursable to it or any Servicer pursuant to Sections
9.04, 9.05(b), 9.07(a), 9.30 or 11.15;




     (vi) to pay to the Seller any Seller Remittance Amount;




     (vii) to pay to the Depositor, the Seller or any Transferor, as
applicable, with respect to each Mortgage Loan or REO Property acquired
in respect thereof that has been purchased pursuant to this Agreement,
all amounts received thereon and not distributed on the date on which the
related repurchase was effected, and to pay to the applicable Person any
Advances and Servicing Advances to the extent specified in the definition
of Purchase Price;




     (viii) to the extent not paid by a Servicer pursuant to the related
Servicing Agreement, any premium due under the Bulk PMI Policies or other
lender-paid Primary Mortgage Insurance Policies;




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




     (x) to make payments to the Securities Administrator for deposit
into the Securities Administration Account in the amounts and in the
manner provided herein;




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




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




     (xiii) to clear and terminate the Collection Account pursuant to
Section 7.02;



71









 






     (xiv) 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




     (xv) 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.



     In connection with withdrawals pursuant to subclauses (i), (iii), (iv),
(vi) and (vii) above, the Master Servicer’s, any Servicer’s or such other
Person’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), (vi) and (vii).



     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 the
Trustee or any Cap Provider) and shall make available to the Trustee, any NIMS
Insurer, the Credit Risk Manager and each Certificateholder a report setting
forth the following information (on the basis of Mortgage Loan level
information obtained from the Servicers):




     (i) 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, to the extent applicable, 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;




     (ii) the aggregate amount of the distribution to be made on such
Distribution Date to the Holders of each Class of Certificates allocable
to interest and the calculation thereof;




     (iii) the amount, if any, of any distribution to the Holders of the
Class P Certificate, the Class X Certificates and the Residual
Certificate;




     (iv) (A) the aggregate amount of any Advances required to be made by
or on behalf of the Servicers (or the Master Servicer) with 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;



72









 






     (v) by Mortgage Pool and in the aggregate, the total number of
Mortgage Loans, the aggregate Scheduled Principal Balance of all the
Mortgage Loans as of the close of business on the last day of the related
Collection Period, after giving effect to payments allocated to principal
reported under clause (i) above;




     (vi) the Class Principal Amount (or Class Notional Amount) of each
Class of Certificates, to the extent applicable, as of such Distribution
Date after giving effect to payments allocated to principal reported
under clause (i) above, separately identifying any reduction of any of
the foregoing Certificate Principal Amounts due to Applied Loss Amounts;




     (vii) the amount of any Prepayment Premiums distributed to the Class
P Certificates;




     (viii) by Mortgage Pool and in the aggregate, the amount of any
Realized Losses incurred with respect to the Mortgage Loans (x) in the
applicable Prepayment Period and (y) in the aggregate since the Cut-off
Date;




     (ix) the amount of the Servicing Fees, Credit Risk Manager’s Fees
and PMI Insurance Premiums paid during the Collection Period to which
such distribution relates;




     (x) 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 30 to 59 days on a
contractual basis, (c) Delinquent 60 to 89 days on a contractual basis,
(d) Delinquent 90 or more days on a contractual basis, (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, (f) in bankruptcy and (g)
that are REO Properties;




     (xi) the aggregate Scheduled Principal Balance of any Mortgage Loans
in any Mortgage Pool with respect to which the related Mortgaged Property
became a 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;




     (xii) 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;




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




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




     (xv) with respect to each Mortgage Pool, the Interest Remittance
Amount and the Principal Remittance Amount applicable to such
Distribution Date;



73









 






     (xvi) 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);




     (xvii) the amount of any Overcollateralization Deficiency Amount
after giving effect to the distributions made in such Distribution Date;




     (xviii) the aggregate amount of any insurance claim payments
received with respect to the Bulk PMI Policies or other lender-paid
Primary Mortgage Insurance Policies during the related Collection Period;




     (xix) the level of LIBOR and the Certificate Interest Rate of the
Certificates;




     (xx) Based upon information provided by the Depositor, the aggregate
principal balance of any Subsequent Mortgage Loans acquired by the Trust
Fund in the preceding Collection Period and based upon information
provided by the Trustee, the amount of funds remaining in each
Pre-Funding Account (after taking into account such acquisition); and the
amount of funds remaining in the Capitalized Interest Account (after
giving effect to distributions on such Distribution Date);




     (xxi) the amount of any payments made by the Initial Cap Provider to
the Trust Fund under the Initial Cap Agreement; and




     (xxii) the amount of any payments made by the Class 2-A1 Cap
Provider to the Trust Fund under the Class 2-A1 Cap Agreement.



     In the case of information furnished pursuant to subclauses (i), (ii) and
(vi) above, the amounts shall (except in the case of the report delivered to
the holder of the Class X Certificates) be expressed as a dollar amount per
$1,000 of original principal amount of Certificates.



     The Securities Administrator shall make such report and any additional
loan level information (and, at its option, any additional files containing the
same information in an
alternative format) available each month to the Trustee, any NIMS Insurer,
Certificateholders and the Rating Agencies via the Securities Administrator’s
internet website. The Securities Administrator’s internet website shall
initially be located at “www.ctslink.com.” Assistance in using the website can
be obtained by calling the Securities Administrator’s customer service desk at
1-301-815-6600. Such parties that are unable to use the website are entitled
to have a paper copy mailed to them via first class mail by calling the
customer service desk and indicating such. The Securities Administrator shall
have the right to change the way such statements are distributed in order to
make such distribution more convenient and/or more accessible to the above
parties and the Securities Administrator shall provide timely and adequate
notification to all above parties regarding any such changes.



     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 and the Master Servicer) no later than 12:00
p.m.(noon) Eastern Standard Time four Business Days prior to the



74









 







Distribution
Date (except for Mortgage Loan data relating to Mortgage Loans serviced by
HomEq, which shall be provided to the Securities Administrator by the Master
Servicer no later than 12:00 p.m. (noon) Eastern Standard Time three Business
Days prior to the Distribution Date). In preparing or furnishing the foregoing
information to the Trustee, Certificateholders and any NIMS Insurer, the
Securities Administrator 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 Securities Administrator shall not be obligated to verify, recompute,
reconcile or recalculate any such information or data. The Securities
Administrator shall be entitled to conclusively rely on the Mortgage Loan data
provided by the Master Servicer and shall have no liability for any errors in
such Mortgage Loan data. The information and reports described in the first
paragraph of this Section 4.03(a) shall be provided to the Trustee by the
Securities Administrator no later than 12:00 p.m.(noon) Eastern Standard Time
one Business Day prior to the Distribution Date.



     (b) Upon the reasonable advance written request of any NIMS Insurer or any
Certificateholder that is a savings and loan, bank or insurance company, which
request, if received by the Trustee, shall be promptly forwarded to the
Securities Administrator, the Securities Administrator 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 any NIMS Insurer and such
Certificateholder such reports and access to information and documentation
regarding the Mortgage Loans as any NIMS Insurer or 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 an investment in the Certificates; provided, however, that the
Securities Administrator shall be entitled to be reimbursed by such
Certificateholder or the NIMS Insurer for the 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 Trustee shall have
prepared and the Trustee shall make available to any NIMS Insurer and 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 any NIMS Insurer and the Certificateholders
pursuant to Sections 4.03(a)(i) and 4.03(a)(ii) on an annual basis as may be
required to enable any NIMS Insurer and such Holders to prepare their federal
income tax returns; provided, however, that this Section 4.03(c) shall not be
applicable where relevant reports or summaries are required elsewhere in this
Agreement. 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 furnished by the Master Servicer to the Trustee.
The Trustee 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 Trustee with such information as is necessary for
the Trustee to prepare such reports (and the Trustee may rely solely upon such
information).



     (d) The Securities Administrator shall furnish any other information that
is required by the Code and regulations thereunder to be made available to
Certificateholders. The Master Servicer shall provide the Securities
Administrator with such information as is necessary for the



75









 







Securities
Administrator to prepare such reports (and the Securities Administrator may
rely solely upon such information).



     Section 4.04 Certificate Account. 




     (a) The Trustee shall establish and maintain in its name, as trustee, a
trust account (the “Certificate Account”) entitled “Certificate Account,
LaSalle Bank National Association, as Trustee, in trust for the benefit of the
Holders of Structured Asset Investment Loan Trust Mortgage Pass-Through
Certificates, Series 2004-6” until disbursed pursuant to the terms of this
Agreement. The Certificate Account shall be an Eligible Account and shall be
for the benefit of the Certificateholders. 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 10 Business Days and transfer all
funds and investment property 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 deposit or 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:




     (i) to make payment to itself pursuant to any provision of this
Agreement or to reimburse itself for any fees or expenses reimbursable to
it pursuant to Section 6.12; provided, however, that any amounts in
excess of the annual cap described in clause (b) of the definition of
“Interest Remittance Amount” and clause (b) of the definition of
“Principal Remittance Amount” in any Anniversary Year, other than costs
and expenses incurred by the Trustee pursuant to Section 6.14, in
connection with any transfer of servicing, shall not be withdrawn from
the Certificate Account and paid to the Trustee
and the Trustee’s reimbursement for such excess amounts shall be
made pursuant to Section 5.02(b) and 5.02(c) hereof;




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




     (iii) to make payments to itself and others pursuant to any
provision of this Agreement (including, but not limited to, payments to
the PMI Insurer);




     (iv) to make distributions to Certificateholders pursuant to Article
V; and




     (v) 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 in Eligible Investments (which may be obligations of the
Trustee). All such investments must be payable on demand or mature no later
than one Business Day prior to 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. The amount of any



76









 







losses incurred in respect of any such investments
shall be paid by the Trustee for deposit in the Certificate Account out of its
own funds, without any right of reimbursement therefor, immediately as
realized. All income and gain realized from any such investment shall be
compensation to the Trustee and shall be subject to its withdrawal on order
from time to time.



     Section 4.05 The Pre-Funding Accounts.



     (a) The Trustee shall establish and maintain in its name, as trustee, two
trust accounts (each, a “Pre-Funding Account” and together, the “Pre-Funding
Accounts”), one applicable to Pool 1 and one applicable to Pool 2. The Pool 1
Pre-Funding Account shall be entitled “Pool 1 Pre-Funding Account, LaSalle Bank
National Association, as Trustee, in trust for the benefit of the Holders of
Structured Asset Investment Loan Trust Mortgage Pass-Through Certificates,
Series 2004-6” and the funds therein shall be used solely for the purchase of
Subsequent Mortgage Loans for Pool 1. The Pool 2 Pre-Funding Account shall be
entitled “Pool 2 Pre-Funding Account, LaSalle Bank National Association, as
Trustee, in trust for the benefit of the Holders of Structured Asset Investment
Loan Trust Mortgage Pass-Through Certificates, Series 2004-6” and the funds
therein shall be used solely for the purchase of Subsequent Mortgage Loans for
Pool 2. Each Pre-Funding Account shall be an Eligible Account and if either
account ceases to be an Eligible Account, the Trustee shall establish a new
Pre-Funding Account that is also an Eligible Account within five Business Days
and transfer all funds and investment property on deposit in the applicable
Pre-Funding Account into such new Pre-Funding Account. On the Closing Date,
the Depositor shall cause to be deposited into Pool 1, $33,101,657.10 of the
Pre-Funding Amount and into Pool 2, $53,581,417.53 of the Pre-Funding Amount.
On any subsequent Transfer Date, provided the conditions set forth in Section
2.01(b) have been fully satisfied, the Trustee shall cause to be withdrawn from
the applicable Pre-Funding Account an amount equal to the Transfer Price of any
Subsequent Mortgage Loans as of any applicable Transfer Date sold to the Trust
Fund and to pay such Transfer Price to the Depositor. In no event shall the
Trustee withdraw from any Pre-Funding Account an amount in excess of the
related Pre-Funding Amount or withdraw funds from any Pre-Funding Account during
the Pre-Funding Period for any other purpose.



     (b) Funds in the Pre-Funding Accounts may be invested by the Trustee in
Eligible Investments at the written direction of the Depositor. All income and
gain on such investments shall be for the benefit of the Depositor and shall be
subject to withdrawal on order by the Depositor from time to time. The amount
of any losses incurred in respect of any such investments shall be paid by the
Depositor by a deposit in the applicable Pre-Funding Account out of its own
funds, without any right of reimbursement therefor, immediately as realized.
In the event the Depositor does not provide written direction to the Trustee
pursuant to this Section, all funds on deposit in the Pre-Funding Accounts
shall be invested in a money market or common trust fund as described in
paragraph (ii) of the definition of “Eligible Investments” set forth in Article
I.



     (c) On the Business Day immediately following the end of the Pre-Funding
Period, the Trustee shall transfer any amounts on deposit in the Pre-Funding
Accounts to the Certificate Account for distribution on the Distribution Date
occurring in September 2004 as principal to the Holders of the related
Certificates in accordance with Article V.



77









 





     (d) The Pre-Funding Accounts shall be an asset of the Trust Fund but not
be an asset of any REMIC created pursuant to this Agreement.



     Section 4.06  The Capitalized Interest Account.



     The Trustee shall establish and maintain in its name, a trust account (the
“Capitalized Interest Account”) entitled “Capitalized Interest Account, LaSalle
Bank National Association, as Trustee, in trust for the benefit of the Holders
of Structured Asset Investment Loan Trust Mortgage Pass-Through Certificates,
Series 2004-6.” The Capitalized Interest Account shall be an Eligible Account.
On the Closing Date, the Depositor shall deposit in the Capitalized Interest
Account the Original Capitalized Interest Amount. On the Business Day
preceding any Distribution Date occurring during the Pre-Funding Period, the
Trustee shall withdraw from the Capitalized Interest Account an amount equal to
the Capitalized Interest Requirement (based on a monthly report provided to the
Trustee by the Securities Administrator no later than such Business Day) for
deposit into the Certificate Account for distribution to Certificateholders in
accordance with Article V on such Distribution Date. Amounts on deposit in the
Capitalized Interest Account may be invested by the Trustee in Eligible
Investments at the written direction of the Depositor. All investment income
and other gain on such investments shall be for the benefit of the Depositor
and shall be subject to withdrawal on order of the Depositor from time to time.
The amount of any losses incurred in respect of any such investments shall be
paid by the Depositor by a deposit into the Capitalized Interest Account of its
own funds, immediately as realized. In the event the Depositor does not
provide written direction to the Trustee pursuant to this Section, all funds on
deposit in the Capitalized Interest Account shall be invested in a money market
or common trust fund as described in paragraph (viii) of the definition of
“Eligible Investments” set forth in Article I. At the end of the Pre-Funding
Period, all amounts, if any, on deposit in the Capitalized Interest Account
shall be withdrawn by the Trustee and distributed to the Depositor and the
Capitalized Interest Account shall be terminated.



     Section 4.07 Securities Administration Account.



     (a) On the Closing Date, the Securities Administrator shall open and shall
thereafter maintain an account to be held in trust (the “Securities
Administration Account”), entitled “Wells Fargo Bank, N.A., as Securities
Administrator, in trust for the benefit of the Holders of Structured Asset
Investment Loan Trust Mortgage Pass-Through Certificates, Series 2004-6.” The
Securities Administration Account shall relate solely to the Certificates
issued by the Trust Fund hereunder, and funds in such Securities Administration
Account shall not be commingled with any other monies.



     (b) The Securities Administration Account shall be an Eligible Account.
If an existing Securities Administration Account ceases to be an Eligible
Account, the Securities Administrator shall establish a new Securities
Administration Account that is an Eligible Account within 10 Business Days of
notice thereof to the Securities Administrator, and shall transfer all funds on
deposit in such existing Securities Administration Account into such new
Securities Administration Account.



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



78









 






     (i) to withdraw amounts deposited in the Securities Administration
Account in error;




     (ii) to make payments of any investment income or earnings on the
Securities Administration Account 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;




     (iii) to make payments to the Trustee for deposit into the
Certificate Account pursuant to Section 4.04; and




     (iv) to clear and terminate the Securities Administration Account
pursuant to Section 7.02.



     (d) The Securities Administrator shall give to the Trustee prior written
notice of the name and address of the depository institution at which the
Securities Administration Account is maintained and the account number of such
Securities Administration Account. On each Deposit Date, the entire amount on
deposit in the Securities Administration Account (less any amounts withdrawn
pursuant to Section 4.07(c)(i) and (ii)), 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 Administration Account to the Trustee for
deposit into the Certificate Account.



     (e) The Securities Administrator shall cause to be deposited into the
Securities Administration 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.



     (f) The Securities Administrator may invest, or cause to be invested,
funds held in the Securities Administration Account, which funds, if invested,
shall be invested in Eligible Investments (which may be obligations of the
Securities Administrator). All such investments must be payable on demand or
mature no later than one Business Day prior to the next Deposit 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 for each
Distribution Date shall be compensation (1) to the Trustee, in payment of
1/12th of its Trustee Fee and (2) income and gain remaining to the Securities
Administrator. The Securities Administrator shall pay to the Trustee the
Trustee Fee on behalf of the Trust Fund and all income and gain realized from
any such investments 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 Securities
Administration Account out of its own funds, without any right of reimbursement
therefor, immediately as realized.



79









 





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 wire transfer in immediately available funds to an account specified
in writing to the Trustee at least five (5) Business Days prior to the first
Distribution Date to such Certificateholder and at the expense of such
Certificateholder.



     (b) The final distribution in respect of any Certificate shall be made
only upon presentation and surrender of such Certificate at the Corporate Trust
Office; provided, however, that the foregoing provisions shall not apply to any
Class of Certificates as long as such Certificate remains a Book-Entry
Certificate in which case all payments made shall be made through the Clearing
Agency and its Clearing Agency Participants. 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 Certificates 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. 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.



     (c) All distributions or allocations made with respect to
Certificateholders within each Class on each Distribution Date shall be
allocated among the outstanding Certificates in such
Class equally in proportion to their respective initial Class Principal
Amounts or initial Class Notional Amounts (or Percentage Interests).



     (d) The Trustee shall be entitled to rely on the calculations provided to
it by the Securities Administrator when making distributions to
Certificateholders.



     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 Total
Distribution Amount (to the extent such amount is on deposit in the Certificate
Account) and shall allocate such amount to the interests issued in respect of
each REMIC created pursuant to this Agreement and shall distribute such amount
as specified in this Section. All allocations and distributions made between
and with respect to Pool 1 and Pool 2 in this Section shall be made
concurrently.



     (b) On each Distribution Date, the Trustee shall distribute the Interest
Remittance Amount for Pool 1 for such date in the following order of priority:




     (i) pro rata, to the Class 1-A1 Certificates and the A3(1) and
A-SIO(1) Components, Current Interest for such Class and Components and
such Distribution Date and any Carryforward Interest for such Class and
Components and such Distribution



80









 






Date; provided, however, that any
shortfall in Current Interest shall be allocated among such Class and
Components in proportion to the amount of Current Interest that would
otherwise be distributable thereon;




     (ii) pro rata, to the Class 2-A1 and Class 2-A2 Certificates and the
A3(2) and the A-SIO(2) Components, Current Interest (taking into account
distributions pursuant to subsections 5.02(c)(i) below, as applicable)
for such Classes and Components and such Distribution Date and any
Carryforward Interest for such Classes and Components and such
Distribution Date; provided, however, that any shortfall in Current
Interest shall be allocated among such Classes and Components in
proportion to the amount of Current Interest that would otherwise be
distributable thereon;




     (iii) to the Class M1 Certificates, Current Interest for such Class
and such Distribution Date and any Carryforward Interest for such Class
and such Distribution Date;




     (iv) to the Class M2 Certificates, Current Interest for such Class
and such Distribution Date and any Carryforward Interest for such Class
and such Distribution Date;




     (v) to the Class M3 Certificates, Current Interest for such Class
and such Distribution Date and any Carryforward Interest for such Class
and such Distribution Date;




     (vi) to the Class M4 Certificates, Current Interest for such Class
and such Distribution Date and any Carryforward Interest for such Class
and such Distribution Date;




     (vii) to the Class M5 Certificates, Current Interest for such Class
and such Distribution Date and any Carryforward Interest for such Class
and such Distribution Date;




     (viii) to the Class M6 Certificates, Current Interest for such Class
and such Distribution Date and any Carryforward Interest for such Class
and such Distribution Date;




     (ix) to the Class B Certificates, Current Interest for such Class
and such Distribution Date and any Carryforward Interest for such Class
and such Distribution Date;




     (x) to the Credit Risk Manager, the product of (a) the Credit Risk
Manager’s Fee and (b) the Pool Percentage for Pool 1 for such
Distribution Date;




     (xi) to the Trustee, any amounts reimbursable pursuant to Section
4.04(b)(i) and not previously reimbursed to the Trustee; and



81









 






     (xii) for application as part of Monthly Excess Cashflow for such
Distribution Date, as provided in subsection (f) of this Section, any
Interest Remittance Amount for Pool 1 remaining after application
pursuant to clauses (i) through (xi) above.



     (c) On each Distribution Date, the Trustee shall distribute the Interest
Remittance Amount for Pool 2 for such date in the following order of priority:




     (i) pro rata to the Class 2-A1 and Class 2-A2 Certificates and the
A3(2) and A-SIO(2) Components, Current Interest for each such Class and
Component and such Distribution Date and any Carryforward Interest for
each such Class and Component and such Distribution Date; provided,
however, that any shortfall in Current Interest shall be allocated among
such Classes and Components in proportion to the amount of Current
Interest that would otherwise be distributable thereon;




     (ii) pro rata, to the Class 1-A1 Certificates and the A3(1) and
A-SIO(1) Components, Current Interest (taking into account distributions
pursuant to subsection 5.02(b)(i) above, as applicable) for such Classes
and Components and such Distribution Date and any Carryforward Interest
for such Classes and Components and such Distribution Date; provided,
however, that any shortfall in Current Interest shall be allocated among
such Classes and Components in proportion to the amount of Current
Interest that would otherwise be distributable thereon;




     (iii) to the Class M1 Certificates, Current Interest for such Class
and such Distribution Date and any Carryforward Interest for such Class
and such Distribution Date;




     (iv) to the Class M2 Certificates, Current Interest for such Class
and such Distribution Date and any Carryforward Interest for such Class
and such Distribution Date;




     (v) to the Class M3 Certificates, Current Interest for such Class
and such Distribution Date and any Carryforward Interest for such Class
and such Distribution Date;




     (vi) to the Class M4 Certificates, Current Interest for such Class
and such Distribution Date and any Carryforward Interest for such Class
and such Distribution Date;




     (vii) to the Class M5 Certificates, Current Interest for such Class
and such Distribution Date and any Carryforward Interest for such Class
and such Distribution Date;




     (viii) to the Class M6 Certificates, Current Interest for such Class
and such Distribution Date and any Carryforward Interest for such Class
and such Distribution Date;



82









 






     (ix) to the Class B Certificates, Current Interest for such Class
and such Distribution Date and any Carryforward Interest for such Class
and such Distribution Date;




     (x) to the Credit Risk Manager, the product of (a) the Credit Risk
Manager’s Fee and (b) the Pool Percentage for Pool 2 for such
Distribution Date;




     (xi) to the Trustee, any amounts reimbursable pursuant to Section
4.04(b)(i) and not previously reimbursed to the Trustee; and




     (xii) for application as part of Monthly Excess Cashflow for such
Distribution Date, as provided in subsection (e) of this Section, any
Interest Remittance Amount for Pool 2 remaining after application
pursuant to clauses (i) through (xi) above.



     (d) On each Distribution Date, the Trustee shall distribute the Principal
Distribution Amount with respect to each Mortgage Pool for such date as
follows:




     (i) On each Distribution Date (a) prior to the Stepdown Date or (b)
with respect to which a Trigger Event is in effect, the Trustee shall
make the following distributions, concurrently:




     (A) For Pool 1: Until the aggregate Certificate Principal
Amount of the Class 1-A1, Class 2-A1, Class 2-A2, Class A3, Class
M1, Class M2, Class M3, Class M4, Class M5, Class M6 and Class B
Certificates equals the Target Amount for such Distribution Date,
the Principal Distribution Amount for Pool 1 will be distributed in
the following order of priority:




     (1) to the Class 1-A1 Certificates and the A3(1)
Component, sequentially, in that order, until the Class
Principal Amount of each such class and component has been
reduced to zero;




     (2) to the Class 2-A1 and Class 2-A2 Certificates and
the A3(2) Component, sequentially, in that order, after
giving effect to distributions pursuant to subsections
5.02(d)(i)(B)(1) below, until the Class Principal Amount of
each such Class and Component has been reduced to zero;




     (3) to the Class M1 Certificates, until the Class
Principal Amount of such Class has been reduced to zero;




     (4) to the Class M2 Certificates, until the Class
Principal Amount of such Class has been reduced to zero;




     (5) to the Class M3 Certificates, until the Class
Principal Amount of such Class has been reduced to zero;




     (6) to the Class M4 Certificates, until the Class
Principal Amount of such Class has been reduced to zero;



83









 






     (7) to the Class M5 Certificates, until the Class
Principal Amount of such Class has been reduced to zero;




     (8) to the Class M6 Certificates, until the Class
Principal Amount of such Class has been reduced to zero;




     (9) to the Class B Certificates, until the Class
Principal Amount of such Class has been reduced to zero; and




     (10) for application as part of Monthly Excess Cashflow
for such Distribution Date, as provided in subsection (f) of
this Section, any Principal Distribution Amount for Pool 1
remaining after application pursuant to clauses (1) through
(9) of this Section 5.02(d)(i)(A).




     (B) For Pool 2: Until the aggregate Certificate Principal
Amount of the Class 1-A1, Class 2-A1, Class 2-A2, Class A3, Class
M1, Class M2, Class M3, Class M4, Class M5, Class M6 and Class B
Certificates equals the Target Amount for such Distribution Date,
the Principal Distribution Amount for Pool 2 will be distributed in
the following order of priority:




     (1) to the Class 2-A1 and Class 2-A2 Certificates and
A3(2) Component, sequentially, in that order, until the Class
Principal Amount of each such Class and and the Component
Principal Amount of such component has been reduced to zero;




     (2) to the Class 1-A1 Certificates and the A3(1)
Component, sequentially, in that order, after giving effect
to distributions pursuant to subsection 5.02(d)(i)(A)(1)
above, until the Class Principal Amount of such Class and the
Component Principal Amount of such Component hs been reduced
to zero;




     (3) to the Class M1 Certificates, until the Class
Principal Amount of such Class has been reduced to zero;




     (4) to the Class M2 Certificates, until the Class
Principal Amount of such Class has been reduced to zero;




     (5) to the Class M3 Certificates, until the Class
Principal Amount of such Class has been reduced to zero;




     (6) to the Class M4 Certificates, until the Class
Principal Amount of such Class has been reduced to zero;




     (7) to the Class M5 Certificates, until the Class
Principal Amount of such Class has been reduced to zero;




     (8) to the Class M6 Certificates, until the Class
Principal Amount of such Class has been reduced to zero;



84









 






     (9) to the Class B Certificates, until the Class
Principal Amount of such Class has been reduced to zero; and




     (10) for application as part of Monthly Excess Cashflow
for such Distribution Date, as provided in subsection (f) of
this Section, any Principal Distribution Amount for Pool 2
remaining after application pursuant to clauses (1) through
(9) of this Section 5.02(d)(i)(B).



     Any Principal Distribution Amount remaining on any Distribution Date after
the Target Amount is achieved will be applied as part of Monthly Excess
Cashflow for such Distribution Date as provided in subsection (e) of this
Section.




     (ii) On each Distribution Date (a) on or after the Stepdown Date and
(b) with respect to which a Trigger Event is not in effect, the Principal
Distribution Amount for each Mortgage Pool for such date will be
distributed in the following order of priority:




     (A) (1) so long as the Class M1, Class M2, Class M3, Class M4,
Class M5, Class M6 or Class B Certificates are outstanding, to the
Group 1 Senior Certificates (from amounts generated by Pool 1,
except as provided below) and to the Group 2 Senior Certificates
(from amounts generated by Pool 2, except as provided below), in
each case, an amount equal to the lesser of (x) the Principal
Distribution Amount for the related Mortgage Pool for such
Distribution Date and (y) the Related Senior Principal Distribution
Amount for such Mortgage Pool for such Distribution Date, in each
case, until the Class Principal Amount of each
such class and Component Principal Amount of each such
Component has been reduced to zero; provided, however, to the
extent that the Principal Distribution Amount for a Mortgage Pool
exceeds the Related Senior Principal Distribution Amount for such
Mortgage Pool, such excess shall be applied to the Senior
Certificates of the other Mortgage Pool in accordance with the
related Senior Priority after giving effect to distributions on
such date, but in an amount not to exceed the Senior Principal
Distribution Amount for such Distribution Date (as reduced by any
distributions pursuant to subclauses (x) and (y) of this clause (1)
on such Distribution Date); or (2) if none of the Class M1, Class
M2, Class M3, Class M4, Class M5, Class M6, or Class B Certificates
are outstanding, to the Group 1 Senior Certificates and the Group 2
Senior Certificates (in accordance with the related Senior
Priority), the Principal Distribution Amount for the related
Mortgage Pool for such Distribution Date;




     (B) to the Class M1 Certificates, an amount equal to the
lesser of (x) the excess of (a) the aggregate Principal
Distribution Amounts for Pool 1 and Pool 2 for such Distribution
Date over (b) the amount distributed to the Class 1-A1, Class 2-A1,
Class 2-A2 and Class A3 Certificates on such date pursuant to
clause (A) above, respectively, and (y) the M1 Principal
Distribution Amount for such date, until the Class Principal Amount
of such Class has been reduced to zero;



85









 






     (C) to the Class M2 Certificates, an amount equal to the
lesser of (x) the excess of (a) the aggregate Principal
Distribution Amounts for Pool 1 and Pool 2 for such Distribution
Date over (b) the amount distributed to the Class 1-A1, Class 2-A1,
Class 2-A2, Class A3 and Class M1 Certificates on such date
pursuant to clauses (A) through (B) above, respectively, and (y)
the M2 Principal Distribution Amount for such date, until the Class
Principal Amount of such Class has been reduced to zero;




     (D) to the Class M3 Certificates, an amount equal to the
lesser of (x) the excess of (a) the aggregate Principal
Distribution Amounts for each of Pool 1 and Pool 2 for such
Distribution Date over (b) the amount distributed to the Class
1-A1, Class 2-A1, Class 2-A2, Class A3, Class M1 and Class M2
Certificates on such date pursuant to clauses (A) through (C)
above, respectively, and (y) the M3 Principal Distribution Amount
for such date, until the Class Principal Amount of such Class has
been reduced to zero;




     (E) to the Class M4 Certificates, an amount equal to the
lesser of (x) the excess of (a) the aggregate Principal
Distribution Amounts for each of Pool 1 and Pool 2 for such
Distribution Date over (b) the amount distributed to the Class
1-A1, Class 2-A1, Class 2-A2 Class A3, Class M1, Class M2 and Class
M3 Certificates on such date pursuant to clauses (A) through (D)
above, respectively, and (y) the M4 Principal Distribution Amount
for such date, until the Class Principal Amount of such Class has
been reduced to zero;




     (F) to the Class M5 Certificates, an amount equal to the
lesser of (x) the excess of (a) the aggregate Principal
Distribution Amounts for each of Pool 1 and Pool 2 for such
Distribution Date over (b) the amount distributed to the Class
1-A1, Class 2-A1, Class 2-A2, Class A3, Class M1, Class M2, Class
M3 and Class M4 Certificates on such date pursuant to clauses (A)
through (E) above, respectively, and (y) the M5 Principal
Distribution Amount for such date, until the Class Principal Amount
of such Class has been reduced to zero;




     (G) to the Class M6 Certificates, an amount equal to the
lesser of (x) the excess of (a) the aggregate Principal
Distribution Amounts for each of Pool 1 and Pool 2 for such
Distribution Date over (b) the amount distributed to the Class
1-A1, Class 2-A1, Class 2-A2, Class A3, Class M1, Class M2, Class
M3, Class M4 and Class M5 Certificates on such date pursuant to
clauses (A) through (F) above, respectively, and (y) the M6
Principal Distribution Amount for such date, until the Class
Principal Amount of such Class has been reduced to zero;




     (H) to the Class B Certificates, an amount equal to the lesser
of (x) the excess of (a) the aggregate Principal Distribution
Amounts for each of Pool 1 and Pool 2 for such Distribution Date
over (b) the amount distributed to the Class 1-A1, Class 2-A1,
Class 2-A2, Class A3, Class M1, Class M2, Class M3, Class M4, Class
M5 and Class M6 Certificates on such date pursuant to clauses (A)
through (G) above, respectively, and (y) the B Principal
Distribution Amount for such date, until the Class Principal Amount
of such Class has been reduced to zero; and



86









 






     (I) for application as part of Monthly Excess Cashflow for
such Distribution Date, as provided in subsection (f) of this
Section, any Principal Distribution Amount remaining after
application pursuant to clauses (A) through (H) above.



     Notwithstanding the foregoing, on any Distribution Date on which the Class
Principal Amount of each Class of Certificates having a higher priority of
distribution has been reduced to zero, any remaining Principal Distribution
Amount will be distributed to the remaining Certificates in the order of
priority set forth above until the Class Principal Amount of each such Class
has been reduced to zero.



     (e) On each Distribution Date, the Trustee shall distribute the Monthly
Excess Cashflow for such date and, solely for purposes of distributions
pursuant to Section 5.02(e)(xiv), amounts representing Excess Purchase Price
for such date in the following order of priority:




     (i) for each Distribution Date occurring (a) before the Stepdown
Date or (b) on or after the Stepdown Date but for which a Trigger Event
is in effect, then until the aggregate Certificate Principal Amount of
the Certificates equals the Target Amount for such Distribution Date, in
the following order of priority:




     (A) concurrently, pro rata to the Group 1 Senior Certificates
and the Group 2 Senior Certificates after giving effect to previous
principal distributions on such Distribution Date pursuant to
subsections 5.02(d)(i)(A) and 5.02(d)(i)(B),
in reduction of their respective Senior Priorities, until the
Class Principal Amount or Component Principal Amounts of each such
Class or Component has been reduced to zero;




     (B) to the Class M1 Certificates, in reduction of their Class
Principal Amount, until the Class Principal Amount of such Class
has been reduced to zero;




     (C) to the Class M2 Certificates, in reduction of their Class
Principal Amount, until the Class Principal Amount of such Class
has been reduced to zero;




     (D) to the Class M3 Certificates, in reduction of their Class
Principal Amount, until the Class Principal Amount of such Class
has been reduced to zero;




     (E) to the Class M4 Certificates, in reduction of their Class
Principal Amount, until the Class Principal Amount of such Class
has been reduced to zero;




     (F) to the Class M5 Certificates, in reduction of their Class
Principal Amount, until the Class Principal Amount of such Class
has been reduced to zero;




     (G) to the Class M6 Certificates, in reduction of their Class
Principal Amount, until the Class Principal Amount of such Class
has been reduced to zero; and




     (H) to the Class B Certificates, in reduction of their Class
Principal Amount, until the Class Principal Amount of such Class
has been reduced to zero;



87









 






     (ii) for each Distribution Date occurring on or after the Stepdown
Date and for which a Trigger Event is not in effect, in the following
order of priority:




     (A) concurrently, pro rata to the Group 1 Senior Certificates
and the Group 2 Senior Certificates after giving effect to previous
principal distributions on such Distribution Date pursuant to
subsections 5.02(d)(i)(A) and 5.02(d)(i)(B) above, in accordance
with their respective Senior Priorities, in reduction of their
respective Class Principal Amounts or Component Principal Amounts,
until the aggregate Class Principal Amount of the Senior
Certificates, after giving effect to distributions on such
Distribution Date, equals the Senior Target Amount;




     (B) to the Class M1 Certificates, in reduction of their Class
Principal Amount, until the aggregate Class Principal Amount of
such Class, Class 1-A1, Class 2-A1, Class 2-A2 and Class A3
Certificates, after giving effect to distributions on such
Distribution Date, equals the M1 Target Amount;




     (C) to the Class M2 Certificates, in reduction of their Class
Principal Amount, until the aggregate Class Principal Amount for
such Class, Class 1-A1, Class 2-A1, Class 2-A2, Class A3 and Class
M1 Certificates, after giving effect to distributions on such
Distribution Date, equals the M2 Target Amount;




     (D) to the Class M3 Certificates, in reduction of their Class
Principal Amount, until the aggregate Class Principal Amount of
such Class, Class 1-A1, Class 2-A1, Class 2-A2, Class A3, Class M1
and Class M2 Certificates, after giving effect to distributions on
such Distribution Date, equals the M3 Target Amount;




     (E) to the Class M4 Certificates, in reduction of their Class
Principal Amount, until the aggregate Class Principal Amount of
such Class, Class 1-A1, Class 2-A1, Class 2-A2, Class A3, Class M1,
Class M2 and Class M3 Certificates, after giving effect to
distributions on such Distribution Date, equals the M4 Target
Amount;




     (F) to the Class M5 Certificates, in reduction of their Class
Principal Amount, until the aggregate Class Principal Amount of
such Class, Class 1-A1, Class 2-A1, Class 2-A2, Class A3, Class M1,
Class M2 and Class M3 and Class M4 Certificates, after giving
effect to distributions on such Distribution Date, equals the M5
Target Amount;




     (G) to the Class M6 Certificates, in reduction of their Class
Principal Amount, until the aggregate Class Principal Amount of
such Class, Class 1-A1, Class 2-A1, Class 2-A2, Class A3, Class M1,
Class M2, Class M3, Class M4 and Class M5 Certificates, after
giving effect to distributions on such Distribution Date, equals
the M6 Target Amount; and




     (H) to the Class B Certificates, in reduction of their Class
Principal Amount, until the aggregate Class Principal Amount of
such Class, Class 1-A1, Class 2-A1, Class 2-A2, Class A3, Class
M1, Class M2, Class M3, Class M4,



88









 






Class M5 and Class M6
Certificates, after giving effect to distributions on such
Distribution Date, equals the B Target Amount;




     (iii) to the Basis Risk Reserve Fund, an amount equal to the Basis
Risk Payment for such Distribution Date, any payments under the Initial
Cap Agreement and the Class 2-A1 Cap Agreement (provided, however, that
payments received from the Class 2-A1 Cap Agreement shall be applied
after amounts with respect to Basis Risk Payments and shall be for the
sole benefit of the Class 2-A1 Certificates and, to the extent of any
excess, the Class X Certificates, pursuant to priority (I) below), and
then from the Basis Risk Reserve Fund in the following order of priority:




     (A) concurrently, in proportion to their respective Basis Risk
Shortfalls and Unpaid Basis Risk Shortfalls, after giving effect to
previous distributions on such Distribution Date, to the Class
1-A1, Class 2-A1, Class 2-A2 and Class A3 Certificates, any
applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall for
each such Class and such Distribution Date;




     (B) to the Class M1 Certificates, any applicable Basis Risk
Shortfall and Unpaid Basis Risk Shortfall for such Class and such
Distribution Date;




     (C) to the Class M2 Certificates, any applicable Basis Risk
Shortfall and Unpaid Basis Risk Shortfall for such Class and such
Distribution Date;




     (D) to the Class M3 Certificates, any applicable Basis Risk
Shortfall and Unpaid Basis Risk Shortfall for such Class and such
Distribution Date;




     (E) to the Class M4 Certificates, any applicable Basis Risk
Shortfall and Unpaid Basis Risk Shortfall for such Class and such
Distribution Date;




     (F) to the Class M5 Certificates, any applicable Basis Risk
Shortfall and Unpaid Basis Risk Shortfall for such Class and such
Distribution Date;




     (G) to the Class M6 Certificates, any applicable Basis Risk
Shortfall and Unpaid Basis Risk Shortfall for such Class and such
Distribution Date;




     (H) to the Class B Certificates, any applicable Basis Risk
Shortfall and Unpaid Basis Risk Shortfall for such Class and such
Distribution Date; and




     (I) to the Class X Certificateholders, the sum of (a) any
amounts remaining in the Basis Risk Reserve Fund, after taking into
account distributions pursuant to clauses (A) through (H) above, in
excess of the Required Reserve Fund Amount for such Distribution
Date, and (b) any amounts paid under the Cap Agreements and
distributable to the Class X Certificates under Section 5.06(b);




     (iv) to the Class M1 Certificates, any Deferred Amount for such
Class and such Distribution Date;



89









 






     (v) to the Class M2 Certificates, any Deferred Amount for such Class
and such Distribution Date;




     (vi) to the Class M3 Certificates, any Deferred Amount for such
Class and such Distribution Date;




     (vii) to the Class M4 Certificates, any Deferred Amount for such
Class and such Distribution Date;




     (viii) to the Class M5 Certificates, any Deferred Amount for such
Class and such Distribution Date;




     (ix) to the Class M6 Certificates, any Deferred Amount for such
Class and such Distribution Date;




     (x) to the Class B Certificates, any Deferred Amount for such Class
and such Distribution Date;




     (xi) to the Class X Certificates, the Class X Distributable Amount
for such Distribution Date;




     (xii) on the Distribution Date occurring in June 2009 (or the next
succeeding Distribution Date on which sufficient funds are available in
the Certificate Account to make such distributions to the Class P
Certificates), $100 in payment of its Class P Principal Amount; and




     (xiii) to the Class R Certificate, any amount remaining on such date
after application pursuant to clauses (i) through (x) above.



     (f) On each Distribution Date, an amount equal to the aggregate of all
Prepayment Premiums collected during the preceding Prepayment Period shall be
distributed to the Class P Certificates.



     Section 5.03 Allocation of Losses. 



     On each Distribution Date, the Class Principal Amounts of the Class M1,
Class M2, Class M3, Class M4, Class M5, Class M6 and Class B Certificates will
be reduced by the amount of any Applied Loss Amount for such date, in the
following order of priority:




     (i) to the Class B Certificates, until the Class Principal Amount
thereof has been reduced to zero;




     (ii) to the Class M6 Certificates, until the Class Principal Amount
thereof has been reduced to zero;




     (iii) to the Class M5 Certificates, until the Class Principal Amount
thereof has been reduced to zero;




90










 





     (iv)
 to the Class M4 Certificates, until the Class Principal Amount
thereof has been reduced to zero;


     (v) to the Class M3 Certificates, until the Class Principal Amount
thereof has been reduced to zero;




     (vi) to the Class M2 Certificates, until the Class Principal Amount
thereof has been reduced to zero; and




     (vii) to the Class M1 Certificates, until the Class Principal Amount
thereof has been reduced to zero.



     Section 5.04 Advances by Master Servicer, Servicers and Securities Administrator.



     (a) Subject to Section 9.07, Advances shall be made in respect of each
Deposit Date as provided herein. If, on any Determination Date, any Servicer
determines that any Scheduled Payments (or in the case of Simple Interest
Mortgage Loans, the amount of any scheduled interest payments) due during the
related Collection Period (other than Balloon Payments) have not been received,
such Servicer shall advance such amount to the extent
provided in the applicable Servicing Agreement. If any Servicer fails to remit
Advances required to be made under the applicable Servicing Agreement, the
Master Servicer shall itself make, or shall cause the successor Servicer to
make, such Advance on the Deposit Date immediately following such Determination
Date. If the Master Servicer determines that an Advance is required, it shall
on the Deposit 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 Administration 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 Administration 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 Administration Account
on or before any future Deposit Date to the extent that funds in the
Certificate Account on such Deposit 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.
Notwithstanding anything to the contrary herein, in the event the Master
Servicer determines in its reasonable judgment that an Advance is
non-recoverable, the Master Servicer shall be under no obligation to make such
Advance.



     (b) In the event that the Master Servicer or Servicer fails for any reason
to make an Advance required to be made pursuant to this Section 5.04 on or
before the Deposit Date, 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 or the Servicers that would



91









 




have been deposited in such Certificate Account over (b) the amount of any
Advance made by the Master Servicer or any Servicer 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 Certificate Account
for Advances made by it pursuant to this Section 5.04 as if it were the Master
Servicer.




     Section 5.05 Compensating Interest Payments.



     The Master Servicer shall not be responsible for making any Compensating
Interest Payments not made by the Servicers. Any Compensating Interest
Payments made by the Servicers shall be a component of the Interest Remittance
Amount.



     Section 5.06 Basis Risk Reserve Fund.



     (a) On the Closing Date, the Trustee shall establish and maintain in its
name, in trust for the benefit of the holders of the Certificates, a Basis Risk
Reserve Fund, into which Lehman Brothers Holdings Inc. (“LBH”) shall deposit
$1,000. In addition, the Trustee shall hold each of the Initial Cap Agreement
and the Class 2-A1 Cap Agreement as an asset in the Basis Risk Reserve Fund.
The Basis Risk Reserve Fund shall be an Eligible Account, and funds on deposit
therein shall be held separate and apart from, and shall not be commingled
with, any other moneys, including, without limitation, other moneys of the
Trustee held pursuant to this Agreement.



     (b) On each Distribution Date on which there is a payment received by the
Trustee under the Initial Cap Agreement that is based on a notional amount in
excess of the aggregate Class Principal Amount of the Class 1-A1, Class 2-A1,
Class 2-A2, Class A3, Class M1, Class M2, Class M3, Class M4, Class M5, Class
M6 and Class B Certificates (such amount, the “Class X Initial Excess Cap
Amount”), or (ii) a payment received by the Trustee under the Class 2-A1 Cap
Agreement that is based on a notional amount in excess of the Class Principal
Amount of the Class 2-A1 Certificates (such amount together with any Class X
Initial Excess Cap Amount, the “Class X Excess Cap Amount”), the Trustee shall
not treat such payments as amounts on deposit in the Basis Risk Reserve Fund
for purposes of determining the Required Reserve Fund Amount for any
Distribution Date. Any such Class X Excess Cap Amount shall not be an asset of
the Trust Fund and, instead, shall be paid into and distributed out of a
separate trust created by this Agreement for the benefit of the Class X
Certificateholders, and the Trustee shall distribute such amount (as specified
in the monthly report furnished by the Securities Administrator to the Trustee
with respect to such Distribution Date) to the Class X Certificateholders
pursuant to Section 5.02(e)(iii)(I). On each Distribution Date the Trustee
shall distribute in accordance with the monthly report furnished by the
Securities Administrator to the Trustee with respect to such Distribution Date
pursuant to Section 4.03 in the order of priority and to the extent specified
in Section 5.02(e)(iii) of this Agreement the sum of (without duplication) (a)
any payments made by the Initial Cap Provider to the Trust Fund for such
Distribution Date with respect to the Initial Cap Agreement, (b) any payments
made by the Class 2-A1 Cap Provider to the Trust Fund for such Distribution
Date with respect to the Class 2-A1 Cap Agreement (provided, however, that



92









 




payments received from the Class 2-A1 Cap Agreement shall be applied after
amounts with respect to Basis Risk Payments and shall be for the sole benefit
of the Class 2-A1 Certificates and, to the extent of any excess, the Class X
Certificates, pursuant to Section 5.02(e)(iii)(I)), (c) any amounts then on
deposit in the Basis Risk Reserve Fund, including any earnings thereon, in
respect of the Initial Cap Agreement and (d) the Basis Risk Payment, if any,
for such Distribution Date.




     (c) Funds in the Basis Risk Reserve Fund shall be invested in Eligible
Investments. The Class X Certificates shall evidence ownership of the Basis
Risk Reserve Fund for federal income tax purposes and LBH on behalf of the
Holder thereof shall direct the Trustee, in writing, as to investment of
amounts on deposit therein. LBH shall be liable for any losses incurred on
such investments. In the absence of written instructions from LBH as to
investment of funds on deposit in the Basis Risk Reserve Fund, such funds shall
be invested in the Wells Fargo Prime Money Market Fund Investment Account.



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, and
the Securities Administrator, undertake 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 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 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 on their face
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, any
Servicer or the Credit Risk Manager to the Trustee or the Securities
Administrator pursuant to this Agreement, and shall not be required to
recalculate or verify any numerical information furnished to the Trustee or the
Securities Administrator pursuant to this Agreement. Subject to the
immediately preceding sentence, if any such resolution, certificate, statement,
opinion, report, document, order or other instrument is found not to conform on
its face to the form required by this Agreement in a material manner the
Trustee shall notify the Person providing such resolutions, certificates,
statements, opinions, reports or other documents



93









 




of the non-conformity, and if
the instrument is not corrected to the Trustee’s satisfaction, the Trustee will
provide notice thereof to the Certificateholders and any NIMS Insurer and will,
at the expense of the Trust Fund, which expense shall be reasonable given the
scope and nature of the required action, take such further action as directed
by the Certificateholders and any NIMS Insurer.




     (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. Notwithstanding anything in this Agreement
to the contrary, neither the Trustee nor the Securities Administrator shall be
liable for special, indirect or consequential losses or damages of any kind
whatsoever (including, but not limited to, lost profits). 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:




     (i) Neither the Trustee nor the Securities Administrator shall be
liable with respect to any action taken, suffered or omitted to be taken
by it in good faith in accordance with the direction of Holders of
Certificates as provided in Section 6.18 hereof;




     (ii) For all purposes under this Agreement, the Trustee shall not be
deemed to have notice of any Event of Default 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;




     (iii) 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;




     (iv) 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;




     (v) Neither the Trustee nor the Securities Administrator shall be
responsible for any act or omission of the Master Servicer, any Servicer,
the Depositor, the Seller or any Custodian and neither the Securities
Administrator nor the Trustee shall be responsible for any act or
omission of the other.



94









 





     (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 promptly 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 and makes reference
to this series of Certificate or this Agreement, (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 any NIMS Insurer
or the Certificateholders of any Class holding Certificates which evidence, as
to such Class, Percentage Interests aggregating not less than 25% as to the time,
method and place of conducting any proceeding for any remedy
available to the Trustee or the Securities Administrator or exercising any
trust or power conferred upon the Trustee or the Securities Administrator, as
applicable, under this Agreement.



     (f) Neither the Trustee nor the Securities Administrator shall be required
to perform services under this Agreement, or to expend or risk its own funds or
otherwise incur financial liability for the performance of any of its duties
hereunder or the exercise of any of its rights or powers if there is reasonable
ground for believing that the timely payment of its fees and expenses or the
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, as applicable, to perform, or be responsible for the manner of
performance of, any of the obligations of the Master Servicer or any Servicer
under this Agreement or any Servicing Agreement except 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.



     (g) The Trustee shall not be held liable by reason of any insufficiency in
the Collection Account 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).



     (h) The Trustee shall not and, except as otherwise provided herein, the
Securities Administrator shall not 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 rerecording, refiling or redepositing of any thereof, (B)
to see to any insurance, and (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, the Securities
Administration Account or the Certificate Account, as applicable. Except as
otherwise provided herein, neither the Trustee nor the Securities Administrator
shall have any duty to confirm or verify the contents of any reports or
certificates of the Master Servicer, any Servicer or the Credit Risk Manager
delivered to the Trustee or the Securities Administrator pursuant to this
Agreement believed by the Trustee or the Securities



95









 




Administrator, as applicable, to be genuine and to have been signed or presented by the proper
party or parties.




     (i) 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.



     (j) 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.



     (k) 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, or
of the Master Servicer or any Servicer.



     Section 6.02 Certain Matters Affecting the Trustee and the Securities
Administrator.



     Except as otherwise provided in Section 6.01:




     (i) 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 or any other certificate, statement, instrument, opinion,
report, notice, request, consent, order, approval, bond or other paper or
document believed by it to be genuine and to have been signed or
presented by the proper party or parties;




     (ii) 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;




     (iii) 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;




     (iv) 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 any NIMS Insurer or the Holders of at least a
majority in Class Principal Amount (or Percentage Interest) of each Class
of Certificates; provided, however, that, if the payment within a
reasonable time to the Trustee or the Securities Administrator, as



96









 





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 or the Securities Administrator 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
from any NIMS Insurer or the Certificateholders, as applicable, as a
condition to proceeding. The reasonable expense thereof shall be paid by
the party requesting such investigation and if not reimbursed by the
requesting party shall be reimbursed to the Trustee by the Trust Fund;




     (v) 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 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;




     (vi) 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 or any NIMS Insurer pursuant
to the provisions of this Agreement, unless such Certificateholders or
any NIMS Insurer 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;




     (vii) 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




     (viii) 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 Cap Agreements or 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



97









 




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, the Securities
Administration 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. The Trustee
shall not, and except as otherwise provided herein, 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 and the Securities Administrator and any Affiliate or agent of
either of them in its individual or any other capacity may become the owner or
pledgee of Certificates and may transact banking and trust business with the
other parties hereto and their Affiliates 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.



     The Trustee and the Securities Administrator hereunder shall at all times
be (i) an institution whose accounts are insured by the FDIC, (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 and (iii) not an Affiliate of the Master Servicer or
any Servicer (except in the case of the Securities Administrator). 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 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 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 the 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, any NIMS Insurer and the Master Servicer. Upon receiving such
notice of resignation, the Depositor will promptly appoint a



98









 




successor trustee
or a successor securities administrator, as applicable, acceptable to any NIMS
Insurer by written instrument, one copy of which instrument shall be delivered
to the resigning Trustee and the resigning Securities Administrator, as
applicable, one copy to the successor trustee or successor securities
administrator, as applicable, and one copy to each of the Master Servicer and
any NIMS Insurer. If no successor trustee or successor securities
administrator 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 or successor securities administrator, as
applicable.




     (b) If at any time (i) the Trustee 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 or any NIMS Insurer, (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 of its 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) the Securities Administrator
shall fail to observe or perform in any material respect any of the covenants
or agreements of the Securities Administrator contained in this Agreement,
including any failure to remit payment to the Trustee on the Deposit Date which
failure continues unremedied for a period of one Business Day (unless such
failure to remit payment is directly caused by a failure by the Master Servicer
to remit payments to the Securities Administrator and the Trustee has not
terminated the Master Servicer as a result of such failure to remit, in which
case the Securities Administrator shall remit payment as promptly as possible,
but in no case later than one Business Day after recovering payment from the
Master Servicer), (iv) 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, (v) the continued use of the Trustee or Securities Administrator would
result in a downgrading of the rating by any Rating Agency of any Class of
Certificates with a rating or (vi) the Depositor desires to replace the
Securities Administrator with a successor Securities Administrator, which
successor is willing to sign the Form 10-K Certification, then the Depositor,
the Master Servicer, the Trustee (with regard to clause (iii) only) or any NIMS
Insurer shall remove the Trustee or the Securities Administrator, as
applicable, and the Depositor shall appoint a successor trustee or successor
securities administrator, as applicable, acceptable to any NIMS Insurer and the
Master Servicer by written instrument, one copy of which instrument shall be
delivered to the Trustee or Securities Administrator so removed, one copy each
to the successor trustee or successor securities administrator, as applicable,
and one copy to the Master Servicer and any NIMS Insurer.



     (c) The Holders of more than 50% of the Class Principal Amount (or
Percentage Interest) of each Class of Certificates (or any NIMS Insurer in the
event of failure of the Trustee or Securities Administrator, as applicable, to
perform its obligations hereunder) may at any time upon 30 days’ written notice
to the Trustee or the Securities Administrator, as applicable, and to the
Depositor remove the Trustee or the Securities Administrator, as applicable, by
such written instrument, signed by such Holders or their attorney-in-fact duly
authorized (or by any NIMS Insurer), one copy of which instrument shall be
delivered to the Depositor, one copy to the Trustee, one copy each to the
Master Servicer and any NIMS Insurer; the Depositor shall thereupon appoint a
successor trustee or successor securities administrator, as applicable, in



99









 




accordance with this Section mutually acceptable to the Depositor, the Master
Servicer and any NIMS Insurer.




     (d) Any resignation or removal of the Trustee or the Securities
Administrator, as applicable, 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, any NIMS Insurer 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. A predecessor
trustee shall deliver to the Trustee or any successor trustee (or assign to the
Trustee its interest under each Custodial Agreement, to the extent permitted
thereunder), all Mortgage Files and documents and statements related to each
Mortgage File 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 records 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 successor securities
administrator, as applicable, all such rights, powers, duties and obligations.



     (b) No successor trustee or successor securities administrator shall
accept appointment as provided in this Section unless at the time of such
appointment such successor trustee or successor securities administrator 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
predecessor trustee or predecessor securities administrator, as applicable,
shall mail notice of the succession of such trustee or securities
administrator, as applicable, hereunder to all Holders of Certificates at their
addresses as shown in the Certificate Register and to any Rating Agency. The
expenses of such mailing shall be borne by the predecessor trustee or
predecessor securities administrator, as applicable.



100









 





     Section 6.08 Merger or Consolidation of Trustee or the 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 Securities Administrator, shall be the successor to the Trustee
or 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, in the case of the Trustee,
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 Percentage Interest) of every Class of Certificates shall
have the power from time to time to appoint one or more Persons, approved by
the Trustee and any NIMS Insurer, 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. The obligation of the Securities Administrator to make
Advances pursuant to Section 5.04 and 6.14 hereof shall not be affected or
assigned by the appointment of a co-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:




     (i) 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;




     (ii) 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;



101









 






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




     (iv) 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 and a copy given to the Master Servicer and any NIMS Insurer.



     (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. 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
requested by the Trustee to be so appointed (which compensation shall not
reduce any compensation payable to the Trustee ) and, if paid by the Trustee,
shall be a reimbursable expense pursuant to Section 6.12.



     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,



102









 




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 and acceptable to any NIMS Insurer.




     (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, any NIMS Insurer
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, any NIMS Insurer 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 any NIMS Insurer 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 or under the Cap Agreements, the Mortgage
Loan Sale Agreement, any Transfer Agreement, any Servicing Agreement or any
Custodial Agreement, 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:




     (i) with respect to any such claim, the Trustee or the Securities
Administrator, as applicable, shall have given the Depositor, the Master
Servicer, any NIMS Insurer and the Holders written notice thereof
promptly after a Responsible Officer of the Trustee or the Securities
Administrator, as applicable, shall have knowledge thereof provided that
the failure to provide such prompt written notice shall not affect the
Trustee’s or Securities Administrator’s right to indemnification
hereunder;



103









 






     (ii) while maintaining control over its own defense, the Trustee or
the Securities Administrator, as applicable, shall cooperate and consult
fully with the Depositor, the Master Servicer and any NIMS Insurer in
preparing such defense; and




     (iii) 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, the Master Servicer and any
NIMS Insurer, which consent shall not be unreasonably withheld.



     The Trustee shall be further indemnified by the Seller for and held
harmless against, any loss, liability or expense arising out of, or in
connection with, the provisions set forth in the third paragraph of Section
2.01(a) hereof, including, without limitation, all costs, liabilities and
expenses (including reasonable legal fees and expenses) of investigating and
defending itself against any claim, action or proceeding, pending or
threatened, relating to the provisions of such paragraph.



     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, Trustee and
Custodians.



     The Trustee shall be entitled to the Trustee Fee which shall be paid from
investment income and earnings on amounts on deposit in the Securities
Administration Account (which shall be paid by the Securities Administrator on
behalf of the Trust Fund) as provided in Section 4.07 and the Securities
Administrator shall be entitled to the Securities Administrator Fee and any
remaining investment income and earnings on the Securities Administration
Account. The Trustee and the Securities Administrator shall be entitled to
reimbursement of all reasonable expenses, disbursements and advances incurred
or made by the Securities Administrator or Trustee, as applicable, in
accordance with this Agreement (including fees and expenses of its counsel and
all persons not regularly in its employment and any amounts described in
Section 10.01 to which such party is entitled as provided therein), except for
expenses, disbursements and advances incurred by the Trustee or Securities
Administrator in the routine administration of its duties hereunder and any
such expenses arising from its negligence, bad faith or willful misconduct. If
the Trustee Fee is not fully paid from investment income and earnings on
amounts on deposit in the Securities Administration Account, the Trust Fund
shall immediately reimburse the Trustee upon demand for any shortfall from
amounts on deposit in the Certificate Account. Each Custodian shall receive
compensation and reimbursement or payment of its expenses under the applicable
Custodial Agreement as provided therein; provided that, to the extent required
under Section 6 of the applicable Custodial Agreement, the Trustee is hereby
authorized to pay such compensation from amounts on deposit in the Certificate
Account prior to any distributions to Certificateholders pursuant to Section
5.02 hereof.



104









 





     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”:




     (i) Any failure by the Master Servicer to furnish to the Securities
Administrator the Mortgage Loan data sufficient to prepare the reports
described in Section 4.03(a) (other than with respect to the information
referred to in clauses (xviii), (xix), (xx) and (xxi) of such Section
4.03(a)) which continues unremedied for a period of one (1) 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




     (ii) 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 the Master Servicer contained in this Agreement
which continues unremedied for a period of 30 days after the date on
which written notice of such failure, requiring the same to be remedied,
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 more than 50% of the
Aggregate Voting Interests of the Certificates or by any NIMS Insurer; or




     (iii) 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




     (iv) 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




105










 





liabilities, voluntary liquidation or
similar proceedings of or relating to the Master Servicer or of or
relating to all or substantially all of its property; or




     (v) 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




     (vi) 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




     (vii) 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 30 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 more than 50% of the Aggregate Voting Interests of the
Certificates or by any NIMS Insurer; or




     (viii) A sale or pledge of 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, any NIMS Insurer and
Certificateholders holding more than 50% of the Aggregate Voting
Interests of the Certificates; or




     (ix) The Master Servicer has notice or actual knowledge that 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 60 days of the date the Master Servicer receives such notice or
acquires such actual knowledge; or




     (x) After receipt of notice from the Trustee or any NIMS Insurer,
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 which such failure continues unremedied for a period of one Business
Day after the date upon which notice of such failure shall have been
given to the Master Servicer by the Trustee.



     If an Event of Default described in clauses (i) through (ix) of this
Section shall occur, then, in each and every case, subject to applicable law,
so long as any such Event of Default shall



106









 





not have been remedied within any
period of time prescribed by this Section, the Trustee, by notice in writing to
the Master Servicer (with a copy to the Securities Administrator) 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 shall occur,
then, in each and every case, subject to applicable law, so long as such Event
of Default shall not have been remedied within the time period prescribed by
clause (x) of this Section 6.14, 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; provided, however, the parties acknowledge that notwithstanding the
preceding sentence there may be a transition period, not to exceed 90 days, in
order to effect the transfer of the Master Servicing obligations to the
Securities Administrator. 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 (or the Trust Fund, if the Master
Servicer is unable to fulfill its obligations hereunder) as a result of an
Event of Default shall bear all costs of a master servicing transfer, including
but not limited to those of the Trustee or Securities Administrator 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.



     The Securities Administrator and the Trustee shall be entitled to be
reimbursed from the Master Servicer (or by the Trust Fund, if the Master
Servicer is unable to fulfill its obligations hereunder) for all costs
associated with the transfer of servicing from the predecessor Master Servicer,
including, without limitation, any costs or expenses associated with the
complete transfer of all master servicing data and the completion, correction
or manipulation of such servicing data as may be required by the Securities
Administrator to correct any errors or
insufficiencies in the master servicing data or otherwise to enable the
Securities Administrator to master service the Mortgage Loans properly and
effectively. If the terminated Master Servicer



107









 





does not pay such reimbursement
within thirty (30) days of its receipt of an invoice therefore, such
reimbursement shall be an expense of the Trust and the Securities Administrator
and the Trustee, as applicable, shall be entitled to withdraw such
reimbursement from amounts on deposit in the Certificate Account pursuant to
Section 4.04(b); provided that the terminated Master Servicer shall reimburse
the Trust for any such expense incurred by the Trust; and provided, further,
that the Securities Administrator shall decide whether and to what extent it is
in the best interest of the Certificateholders to pursue any remedy against any
party obligated to make such reimbursement.



     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 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 a Responsible
Officer of the Trustee becoming aware of the occurrence thereof, shall promptly
notify the Securities Administrator, any NIMS Insurer and each Rating Agency of
the nature and extent of such Event of Default. The Trustee shall immediately
give written notice to the Master Servicer upon the 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 or the Trustee 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



108









 





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 the
Master Servicer hereunder. 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 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.



     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
any NIMS Insurer and the Certificateholders (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



109









 





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.



     More than 50% of the Aggregate Voting Interests of Certificateholders
(with the consent of any NIMS Insurer) 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 and with the consent of
any NIMS Insurer. 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 Certificateholders at their respective addresses appearing
on the Certificate Register and any NIMS Insurer. The Trustee shall also,
within 45 days after the occurrence of any Event of Default known to a
Responsible Officer of the Trustee, give written notice thereof to Securities
Administrator, any NIMS Insurer and the 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 Percentage Interest) of each Class of
Certificates affected thereby may, with the consent of any NIMS Insurer, 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 or any NIMS Insurer, unless such Certificateholders or any
NIMS Insurer 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 any such direction
if the Trustee, in accordance with an Opinion of Counsel acceptable to any



110









 





NIMS
Insurer, 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 for which it is
not indemnified to its satisfaction 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 or the Securities Administrator 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 or the Securities Administrator, as applicable,
shall give notice thereof to the Master Servicer and any NIMS Insurer and the
Trustee or Securities Administrator, as applicable.



     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, all in accordance with
Article X hereof. If the Securities Administrator determines that a state tax
return or other return is required, then, at its sole expense, 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 supplemental tax
information and such other information within the Securities Administrator’s
control as the Depositor may reasonably request in writing. The Securities
Administrator shall furnish to the Trustee, who shall furnish to each
Certificateholder, such forms and such information within the control of the
Securities Administrator as are required by the Code and the REMIC Provisions
to be furnished to them (other than any Form 1099s). The Master Servicer will
indemnify the Securities Administrator and the Trustee for any liability of or
assessment against the Securities Administrator and 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 the Trust Fund and each of the REMICs
specified in the Preliminary Statement, an application for an employer
identification number on IRS Form SS-4 or by any
other acceptable method. The Securities Administrator shall also file a
Form 8811 as required. The Securities Administrator, upon receipt from the IRS
of the Notice of Taxpayer Identification Number Assigned, shall upon request
promptly forward a copy of such notice to the Trustee and the Depositor. The
Trustee shall have no obligation to verify the information in any Form 8811 or
Form SS-4 filing.



     (c) The Depositor shall prepare or cause to be prepared the initial
current report on Form 8-K. Thereafter, within 15 days (or, if applicable,
within such shorter period of time as is required under the rules of the
Securities and Exchange Commission (the “Commission”) after



111









 





each Distribution
Date, the Securities Administrator shall, in accordance with industry
standards, file with 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 and a copy of each report made
available by the Credit Risk Manager pursuant to Section 9.34, each as an
exhibit thereto. Prior to January 30, 2005, unless otherwise directed by the
Depositor, the Securities Administrator shall, in accordance with industry
standards, prepare and file a Form 15 Suspension Notification with respect to
the Trust Fund, if applicable. Prior to March 30, 2005, the Securities
Administrator shall file (but will not execute) a Form 10-K, in substance
conforming to industry standards, with respect to the Trust Fund. The Form
10-K shall include the certification required pursuant to Rule 13a-14 under the
Securities and Exchange Act of 1934 (the “1934 Act”), as amended (the “Form
10-K Certification”) signed by an appropriate party or parties (which Form 10-K
Certification neither the Securities Administrator nor the Trustee shall be
required to prepare or sign). The Securities Administrator shall send copies
of each filed Form 8-K, Form 15 and Form 10-K, together with the acceptance
confirmation receipt from EDGAR, to McKee Nelson LLP, 1919 M Street, N.W.,
Washington, D.C. 20036 and to the Depositor at the address specified in Section
11.07, in each case, to the attention of a designated contact specified by each
of McKee Nelson LLP and the Depositor, respectively. The Depositor hereby
grants to the Securities Administrator a limited power of attorney to execute
and file each Form 8-K 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, 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.



     (d) If so requested, the Securities Administrator shall sign a
certification (in the form attached hereto as Exhibit Q) for the benefit of the
Person(s) signing the Form 10-K Certification regarding certain aspects of such
Form 10-K Certification (provided, however, that the Securities Administrator
shall not be required to undertake an analysis of the accountant’s report
attached as an exhibit to the Form 10-K).



     (e) Each person (including their officers or directors) that signs any
Form 10-K Certification shall be entitled to indemnification from the Trust
Fund for any liability or expense incurred by it in connection with such
certification, other than any liability or expense
attributable to such Person’s own bad faith, negligence or willful
misconduct. The provisions of this subsection shall survive any termination of
this Agreement and the resignation or removal of such Person.



112









 





ARTICLE VII




PURCHASE OF MORTGAGE LOANS AND

TERMINATION OF THE TRUST FUND




     Section 7.01 Purchase of Mortgage Loans; Termination of Trust Fund Upon
Purchase or Liquidation of All Mortgage Loans.



     (a) The respective obligations and responsibilities of the Trustee 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 pursuant to Section 4.01, the obligation of the Securities
Administrator to make a final remittance to the Trustee pursuant to Section
4.07 and the obligations of the Master Servicer to the Trustee pursuant to
Sections 9.10, 9.14 and 9.31) shall terminate on the earliest 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, (ii) the sale of the property
held by the Trust Fund in accordance with Section 7.01(b) and (iii) the Latest
Possible Maturity Date; 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 on or after the Initial Optional
Purchase Date, the Master Servicer, with the prior written consent of any NIMS
Insurer and the Seller, which consent shall not be unreasonably withheld, has
the option to cause the Trust Fund to adopt a plan of complete liquidation
pursuant to Section 7.03(a)(i) hereof to sell all of its property. The Master
Servicer has agreed not to exercise such option so long as any NIM Securities
remain outstanding. Upon exercise of such option, the property of the Trust
Fund shall be sold to the Master Servicer at a price (the “Termination Price”)
equal to the sum of (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 Collection 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 independent appraiser or appraisers mutually agreed upon by the Master
Servicer, any NIMS Insurer and the Trustee and (iii) any unreimbursed Servicing
Advances. The Master Servicer, each Servicer, the Securities Administrator (or
the Trustee, if applicable) and each Custodian shall be reimbursed from the
Termination Price for any Mortgage Loan or related REO Property for any
Advances made or other amounts advanced with respect to the Mortgage Loans that
are reimbursable to any such
entity under this Agreement or the related Servicing Agreement or the
related Custodial Agreement, together with any accrued and unpaid compensation
and any other amounts due to the Master Servicer, the Securities Administrator
or the Trustee hereunder or the Servicers or the Custodians thereunder.



113









 





     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 upon (x) the sale of all of the property of the Trust
Fund by the Trustee 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 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.



     (c) Any reasonable expenses incurred by the Trustee 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 party exercising the option to purchase all of the Mortgage Loans
pursuant to Section 7.01(b)), and subsequently receives, an Opinion of Counsel
(at the expense of such requesting party), addressed to the Trustee and any
NIMS Insurer to the effect that the failure of the Trust Fund to comply with
the requirements of this Section 7.03 will not result in an Adverse REMIC
Event:



114









 






     (i) Within 89 days prior to the time of the making of the final
payment on the Certificates, upon notification by the Master Servicer,
any NIMS Insurer or an affiliate of the Seller that it intends to
exercise its option to cause the termination of the Trust Fund, the
Trustee shall adopt a plan of complete liquidation of the Trust Fund on
behalf of each REMIC, meeting the requirements of a qualified liquidation
under the REMIC Provisions;




     (ii) Any sale of the assets of the Trust Fund pursuant to Section
7.02 shall be a sale for cash and shall occur at or after the time of
adoption of such a plan of complete liquidation and prior to the time of
making of the final payment on the Certificates;




     (iii) On the date specified for final payment of the Certificates,
the Trustee shall make final distributions of principal and interest on
the Certificates in accordance with Section 5.02 and, after payment of,
or provision for any outstanding expenses, distribute or credit, or cause
to be distributed or credited, to the Holders of the Residual
Certificates all cash on hand after such final payment (other than cash
retained to meet claims), and the Trust Fund (and each REMIC) shall
terminate at that time; and




     (iv) In no event may the final payment on the Certificates or the
final distribution or credit to the Holders of the Residual Certificates
be made after the 89th day from the date on which the plan of complete
liquidation is adopted.



     (b) By its acceptance of a Residual Certificate, each Holder thereof
hereby agrees to accept the plan of complete liquidation prepared by the
Depositor and adopted by the Trustee under this Section and to take such other
action in connection therewith as may be reasonably requested by the Master
Servicer or any Servicer.



     (c) In connection with the termination of the Trust Fund, the Trustee may
request an Opinion of Counsel addressed to the Trustee (at the expense of the
Depositor) to the effect that all the requirements of a qualified liquidation
under the REMIC Provisions have been met.



     Section 7.04 Optional Repurchase Right.



     The NIMS Insurer, if any, may repurchase any Distressed Mortgage Loan for
a purchase price equal to the outstanding principal balance of such Mortgage
Loan, plus accrued interest thereon to the date of repurchase plus any
unreimbursed Advances, Servicing Advances or Servicing Fees allocable to such
Distressed Mortgage Loan. Any such repurchase shall be accomplished by the
NIMS Insurer’s remittance of the purchase price for the Distressed
Mortgage Loan to the Master Servicer for deposit into the Collection
Account. The NIMS Insurer shall not use any procedure in selecting Distressed
Mortgage Loans to be repurchased which would be materially adverse to
Certificateholders.



115









 





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.



     (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 (or Percentage Interest) of
Certificates of each Class affected thereby shall, with the prior written
consent of any NIMS Insurer, 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 the Trustee during such sixty-day period by such
Certificateholders or any NIMS Insurer; it being understood and intended, and
being expressly covenanted by each Certificateholder with every other
Certificateholder, any NIMS Insurer, the Securities Administrator 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 the rights of any NIMS Insurer, or to obtain or seek to obtain
priority over or preference to any other such Holder or any NIMS Insurer, 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, the NIMS Insurer and the Trustee shall be
entitled to such relief as can be given either at law or in equity.



116









 





     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 and any NIMS
Insurer, within fifteen days after receipt by the Certificate Registrar of a
request by the Trustee or any NIMS Insurer 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 any NIMS Insurer or 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 Master
Servicer, the Securities Administrator, any NIMS Insurer, the Certificate
Registrar and the Trustee that neither the Depositor, the Master Servicer, the
Securities Administrator, any NIMS Insurer, the Certificate Registrar nor the
Trustee shall be held accountable by reason of the disclosure of any such
information as to the names and 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 and 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 the 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



117









 





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 none of the Trustee, the Master Servicer, the
Securities Administrator, the NIMS Insurer, or 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.



ARTICLE IX




ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

BY THE MASTER SERVICER; CREDIT RISK MANAGER




     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 each Servicing Agreement.
Notwithstanding anything in this Agreement, any Servicing Agreement or any
Credit Risk Management Agreement to the contrary, the Master Servicer shall
have no duty or obligation to enforce any Credit Risk Management Agreement or
to supervise, monitor or oversee the activities of any Servicer under its
Credit Risk Management Agreement with respect to any action taken or not taken
by a Servicer at the direction of the Seller or pursuant to a recommendation of
the Credit Risk Manager.



     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 Master
Servicer Fidelity Bond and a Master Servicer 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 Master Servicer Errors and Omissions Insurance Policy and the
Master Servicer Fidelity Bond shall be in such form and amount that would be
consistent with



118









 





coverage customarily maintained by master servicers of mortgage
loans similar to the Mortgage Loans and shall by its terms not be cancelable
without thirty days’ prior written notice to the Trustee and any NIMS Insurer,
the Master Servicer shall provide the Trustee and any NIMS Insurer upon
request, with a copy of such policy and fidelity bond. The Master Servicer
shall (i) require each Servicer to maintain an Errors and Omissions Insurance
Policy and a Servicer 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
such policies and of the certificates and notices referred to in clause (ii) to
the Trustee upon request.



     (b) The Master Servicer shall promptly report to the Trustee and any NIMS
Insurer 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 and any NIMS Insurer, 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 and any NIMS Insurer
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
and any NIMS Insurer. 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 the applicable 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, any NIMS Insurer, each Rating Agency and the Depositor a
copy of its annual unaudited financial statements on or prior to March 15 of
each year, beginning March 15, 2005. 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



119









 





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 the 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, the Certificateholders under this
Agreement. 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 an Adverse REMIC Event. 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
under the applicable Servicing Agreement, is hereby authorized and empowered by
the Trustee when the Master Servicer or such 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
the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee
shall furnish to 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 the Mortgage Loans and carry
out its duties hereunder and to allow each Servicer to service the Mortgage
Loans, 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
no event shall the Master Servicer, without the Trustee’s written consent: (i)
initiate any action, suit or proceeding solely under the Trustee’s name without
indicating the Master Servicer’s representative capacity or (ii) take any
action with the intent to cause, and which actually does cause, the Trustee to
be registered to do business in any state. The Master Servicer shall indemnify
the Trustee for any and all costs, liabilities and expenses incurred by the
Trustee in connection with the negligent or willful misuse of such powers of
attorney by the Master Servicer. In the performance of its duties hereunder,
the Master Servicer shall be an independent




120









 





contractor and shall not, except in those instances
where it is taking action in the name of the Trustee on behalf of the Trust
Fund, 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 exercise the same care that it customarily
employs and exercises in master servicing and administering loans for its own
account, giving due consideration to Accepted Servicing Practices where such
practices do not conflict with this Agreement. Consistent with the foregoing,
the Master Servicer may, and may permit any Servicer to, in its discretion (i)
waive any late payment charge (but not any Prepayment Premium) 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 such
Servicer (if required by the applicable Servicing Agreement) to make 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 make or knowingly
permit any modification, waiver or amendment of any material term of any
Mortgage Loan, unless: (1) such Mortgage Loan is in default or default by the
related Mortgagor is, in the reasonable judgment of the Master Servicer or the
related Servicer, reasonably foreseeable, (2) in the case of a waiver of a
Prepayment Premium, (a) such Mortgage Loan is in default or default by the
related Mortgagor is, in the reasonable judgment of the Master Servicer or the
related Servicer, reasonably foreseeable and such waiver would maximize
recovery of total proceeds taking into account the value of such Prepayment
Premium and the related Mortgage Loan or (b) if the prepayment is not the
result of a refinance by the Servicer or any of its affiliates and (i) such
Mortgage Loan is in default or default by the related Mortgagor is, in the
reasonable judgment of the Master Servicer or the related Servicer, reasonably
foreseeable and such waiver would maximize recovery of total proceeds taking
into account the value of such Prepayment Premium and the related Mortgage Loan
or (ii) the collection of the Prepayment Premium would be in violation of
applicable law or (iii) the collection of such Prepayment Premium would be
considered “predatory” pursuant to written guidance published or issued by any
applicable federal, state or local regulatory authority acting in its official
capacity and having jurisdiction over such matters and (3) the Master Servicer
shall have provided or caused to be provided to the Trustee an Opinion of
Counsel addressed to the Trustee (which opinion shall, if provided by the
Master Servicer, be an expense reimbursed from the Collection Account pursuant
to Section 4.02(v)) to the effect that such modification, waiver or amendment
would not result in an Adverse REMIC Event.



     Section 9.05 Enforcement of Servicer’s and Master Servicer’s
Obligations. 



     (a) Each Servicing Agreement requires the applicable Servicer,
respectively, 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 actions taken or to be taken by a Servicer on behalf of
the Master Servicer. Any fees and other amounts payable to a Servicer shall be
deducted from amounts remitted to the Master Servicer by such Servicer (to the
extent



121









 





permitted by the applicable Servicing Agreement) and shall not be an
obligation of the Trust Fund or the Master Servicer.



     (b) The Master Servicer shall not be required to (i) take any action with
respect to the servicing of any Mortgage Loan that the related Servicer is not
required to take under the related Servicing Agreement and (ii) cause a
Servicer to take any action or refrain from taking any action if the related
Servicing Agreement does not require such Servicer to take such action or
refrain from taking such action; in both cases notwithstanding any provision of
this Agreement that requires the Master Servicer to take such action or cause
such Servicer to take such action.



     (c) The Master Servicer, for the benefit of the Trustee, any NIMS Insurer
and the Certificateholders, shall enforce the obligations of each Servicer
under the related Servicing Agreement, and shall, in the event that a Servicer
fails to perform its obligations in accordance therewith, terminate the rights
and obligations of such Servicer thereunder and either act as servicer of the
related Mortgage Loans or cause the other parties hereto to enter into a
Servicing Agreement (and such parties hereby agree to execute and deliver any
such successor 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 (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, (ii) from a specific recovery of costs,
expenses or attorneys’ fees against the party against whom such enforcement is
directed, and then, (iii) to the extent that such amounts are insufficient to
reimburse the Master Servicer for the costs of such enforcement, from the
Collection Account.



     (d) The Master Servicer shall be entitled to conclusively rely on any
certifications or other information provided by the Servicers under the terms
of the applicable Servicing Agreement, in its preparation of any certificates,
filings or reports, in accordance with the terms hereof or as may be required
by applicable law or regulation.



     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 to deposit therein any collections of amounts received with respect to
amounts due for taxes, assessments, water rates, standard hazard insurance
policy premiums, Payaheads, if applicable, 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 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



122









 





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 or the applicable
Servicer has determined that the funds so advanced are recoverable from escrow
payments, reimbursement pursuant to Section 4.02 or otherwise.



     (b) Costs incurred by the Master Servicer or by any Servicer 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 as a Servicing Advance by the Master
Servicer pursuant to Section 4.02.



     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, the
Master Servicer shall provide for the servicing of the Mortgage Loans by a
successor Servicer to be appointed as provided in the applicable Servicing
Agreement.



     The parties acknowledge that notwithstanding the preceding sentence, there
may be a transition period, not to exceed 90 days, in order to effect the
transfer of servicing to a successor Servicer. The Master Servicer shall be
entitled to be reimbursed from each Servicer (or by the Trust Fund, if the
Servicer is unable to fulfill its obligations hereunder) for all costs
associated with the transfer of servicing from the predecessor servicer,
including without limitation, any
costs or expenses associated with the complete transfer or all servicing
data and the completion, correction or manipulation of such servicing data, as
may be required by the Master Servicer to correct any errors or insufficiencies
in the servicing data or otherwise to enable the Master Servicer to service the
Mortgage Loans properly and effectively.



     (b) If the Master Servicer acts as a successor Servicer, it will not
assume liability for the representations and warranties of a 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 the related Servicing Agreement, 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.



     (c) If the Master Servicer acts as a successor Servicer, it will have the
same obligations to make Advances as the Servicer under the related Servicing
Agreement and to reimburse the successor Servicer for unreimbursed Advances if
required by the Servicing Agreement but will have no obligation to make an
Advance if it determines in its reasonable judgment that such Advance is
non-recoverable. To the extent that the Master Servicer is unable to find a
successor



123









 





Servicer that is willing to service the Mortgage Loans for the
Servicing Fee because of the obligation of the Servicer to make Advances
regardless of whether such Advance is recoverable, the applicable Servicing
Agreement may be amended to provide that the successor Servicer shall have no
obligation to make an Advance if it determines in its reasonable judgment that
such Advance is non-recoverable and provides an Officer’s Certificate to such
effect to the Master Servicer, the Trustee and the NIMS Insurer.



     Section 9.08 Master Servicer Liable for Enforcement. 



     Notwithstanding any Servicing Agreement, the Master Servicer shall remain
obligated and liable to the Trustee, any NIMS Insurer 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. 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 and any NIMS Insurer. The
Master Servicer shall be entitled to enter into any agreement with any Servicer
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 Any Servicer and
Trustee or Depositor. 



     Any Servicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving any 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 the Trustee, any NIMS Insurer and the Depositor shall not
be deemed parties thereto and shall have no obligations, duties or liabilities
with respect to such Servicer except as set forth in Section 9.10 hereof, but
shall have rights thereunder as third party beneficiaries. It is furthermore
understood and agreed by the parties hereto that the obligations of any
Servicer are set forth in their entirety in such Servicer’s related Servicing
Agreement and such Servicer has no obligations under and is not otherwise bound
by the terms of this Agreement.



     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
or Section 9.28, as applicable, the Securities Administrator shall thereupon
assume all of the rights and obligations of such Master Servicer hereunder and
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 Securities Administrator 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



124









 





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 any NIMS Insurer, and hereby agrees to indemnify
and hold harmless the Securities Administrator and any NIMS Insurer from and
against all costs, damages, expenses and liabilities (including reasonable
attorneys’ fees) incurred by the Securities Administrator or any NIMS Insurer
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.



     (b) The Master Servicer that has been terminated shall, upon request of
the Securities Administrator 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. 



     To the extent provided in the applicable Servicing Agreement, to the
extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
Servicer shall cause the related Servicer 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.



     Section 9.12 Release of Mortgage Files. 



     (a) Upon (i) becoming aware of the payment in full of any Mortgage Loan or
(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, the
Master Servicer will, or will cause the related Servicer to, promptly notify
the Trustee (or the applicable Custodian) and the Securities Administrator by a
certification (which certification shall include a statement to the effect that
all amounts 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 (on the form attached hereto as Exhibit C or on the form attached
to the related Custodial Agreement) the Trustee or the applicable Custodian, to
deliver to the applicable Servicer the related Mortgage File. Upon receipt of
such certification and request, the Trustee or the applicable Custodian (with
the consent, and at the direction of the Trustee), shall promptly release the
related Mortgage File to the applicable Servicer and the Trustee shall have no
further responsibility with regard to such Mortgage File. Upon any such
payment in full, the Master Servicer is authorized, and each Servicer, to the
extent such authority is provided for 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



125









 





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 any Mortgage Loan and in accordance with Accepted Servicing Practices and
the applicable Servicing Agreement, the Trustee shall execute such 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 applicable
Custodian, shall, upon request of the Master Servicer, or of a Servicer, and
delivery to the Trustee or the applicable Custodian, of a request for release
of documents and a receipt signed by a Servicing Officer substantially in the
form of Exhibit C, release the related Mortgage File held in its possession or
control to the Master Servicer (or the applicable Servicer). Such receipt
shall obligate the Master Servicer or Servicer to return the Mortgage File to
the Trustee or the applicable Custodian, as applicable, when the need therefor
by the Master Servicer or Servicer no longer exists unless the Mortgage Loan
shall be liquidated, in which case, upon receipt of a certificate of a
Servicing Officer similar to that hereinabove specified, the receipt shall be
released by the Trustee or the applicable Custodian, as applicable, to the
Master Servicer (or the applicable Servicer).



     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 or of the applicable Servicing Agreement to be
delivered to the Trustee or the applicable Custodian. 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 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
related Servicing Agreement. The Master Servicer shall, and shall (to the
extent provided in the applicable Servicing Agreement) cause each Servicer to,
provide access to information and documentation regarding the Mortgage Loans to
the Trustee, any NIMS Insurer, their respective 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.



126









 





     (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 any 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 and investment property now
or hereafter held by, or under the control of, a Servicer or the Master
Servicer that are collected by any 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
a 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 or any Custodian, 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 applicable 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
claim or 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,
any NIMS Insurer, the Securities Administrator and the Trustee, for the benefit
of the Certificateholders, as of the Closing Date that:




     (i) it is validly existing and in good standing under the laws of
the state of its incorporation, 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



127









 






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;




     (ii) 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;




     (iii) 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);




     (iv) 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;




     (v) 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;




     (vi) 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;




     (vii) the Master Servicer, or an affiliate thereof the primary
business of which is the servicing of conventional residential mortgage
loans, is a FNMA- or FHLMC-approved seller/servicer;




     (viii) 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



128









 





consummation of the transactions
contemplated by this Agreement, except for such consents, approvals,
authorizations and orders (if any) as have been obtained;




     (ix) the consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Master Servicer;




     (x) 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; and




     (xi) the information about the Master Servicer under the heading
“The Master Servicer” in the Offering Documents relating to the Master
Servicer does not include an untrue statement of a material fact and does
not omit to state a material fact, with respect to the statements made,
necessary in order to make the statements in light of the circumstances
under which they were made not misleading.



     (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, the Trustee and any NIMS Insurer
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). 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, the Securities
Administrator and any NIMS Insurer as provided in this Section constitutes the
sole remedy (other than as set forth in Section 6.14) of the Depositor, the
Trustee, the Securities Administrator and any NIMS Insurer, 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 any of the Depositor, the Master
Servicer, the Trustee or any NIMS Insurer or notice thereof by any one of such
parties to the other parties. 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).



     (c) It is understood and agreed that the representations and warranties of
the Depositor set forth in Sections 2.03(a)(i) through (vi) shall survive the
execution and delivery of this Agreement. The Depositor shall indemnify the
Master Servicer and hold each 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 Depositor’s representations
and warranties contained in Sections 2.03(a)(i) through (vi) hereof. It is
understood and agreed that the enforcement of the



129









 





obligation of the Depositor
set forth in this Section to indemnify the Master Servicer as provided in this
Section constitutes the sole remedy hereunder of the Master Servicer respecting
a breach by the Depositor of the representations and warranties in Sections
2.03(a)(i) through (vi) hereof.



     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 any NIMS Insurer or notice thereof by any one of such
parties to the other parties. 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).



     Section 9.15 Opinion. 



     On or before the Closing Date, the Master Servicer shall cause to be
delivered to the Depositor, the Seller, the Trustee and any NIMS Insurer one or
more Opinions 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 or any Servicing Agreement (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 applicable Servicing
Agreement) 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.



     Section 9.17 Presentment of Claims and Collection of Proceeds. 



     The Master Servicer 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



130









 





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
disbursed to the Master Servicer (or 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 or the Custodial Account upon receipt,
except that any amounts realized that are to be applied to the repair or
restoration of the related Mortgaged Property as a condition requisite to the
presentation of claims on the related Mortgage Loan to the insurer under any
applicable Insurance Policy need not be so deposited (or remitted).



     Section 9.18 Maintenance of the Primary Mortgage Insurance Policies.




     (a) The Master Servicer shall cause each Servicer to remit or shall remit
on behalf of each Servicer to the PMI Insurer, the PMI Insurance Premiums. 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 noncoverage under
any applicable Primary Mortgage Insurance Policy of any loss which, but for the
actions of such Master Servicer or such Servicer, would have been covered
thereunder. The Master Servicer shall not, and shall not knowingly permit any
Servicer to, cancel or refuse to renew any such Primary Mortgage Insurance
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 in accordance
with the provisions of this Agreement and the related Servicing Agreement, as
applicable.



     (b) The Master Servicer agrees, to the extent provided in each Servicing
Agreement, to cause each Servicer to present, on behalf of the Trustee and the
Certificateholders, claims to the insurer under any Primary Mortgage Insurance
Policies 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.



     Section 9.19 Trustee To Retain Possession of Certain Insurance
Policies and Documents. 



     The Trustee (or the Custodian on behalf of 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 the
applicable Custodian) 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 each Servicer
to deliver to the Trustee (or the applicable Custodian), upon the 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 or any Servicer from time to time.



131









 





     Section 9.20 [Reserved]



     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. Servicing compensation in the form of assumption
fees, if any, late payment charges, as collected, if any, or otherwise (but not
including any Prepayment Premium) 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 to the
extent that payments have been received with respect to the applicable
Mortgage Loan. 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 compensation. The provisions of this Section 9.21 are subject to
the provisions of Section 6.14.



     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 cause the
applicable Servicer, to the extent provided in the applicable Servicing
Agreement 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 each Servicer, upon the final disposition of
any REO Property, shall be entitled to reimbursement for any related
unreimbursed Advances and other 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
(without limitation of any other right of reimbursement that the Master
Servicer or any Servicer shall have hereunder) any such unreimbursed Advances
as well as any unpaid Net 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.



132









 





     (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 be remitted
by wire transfer in immediately available funds to the Securities Administrator
for deposit into the Certificate Account on the next succeeding Deposit Date.



     Section 9.23 [Reserved] 



     Section 9.24 Reports to the Trustee. 



     (a) Not later than 30 days after each Distribution Date, the Master
Servicer shall, upon request, 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, upon request, to the
Depositor, Attention: Contract Finance, any NIMS Insurer and any
Certificateholders (or by the Trustee at the Master Servicer’s expense if the
Master Servicer shall fail to provide such copies to the Certificateholders
(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)).



     (b) Not later than two Business Days following each Distribution Date, the
Master Servicer shall deliver to one 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.



     (c) All information, reports and statements prepared by the Master
Servicer under this Agreement shall be based on information supplied to the
Master Servicer by the Servicers without independent verification thereof and
the Master Servicer shall be entitled to rely on such information.



     Section 9.25 Annual Officer’s Certificate as to Compliance. 



     (a) The Master Servicer shall deliver to the Securities Administrator and
any NIMS Insurer no later than five Business Days after the 15th of March of
each calendar year, commencing in March 2005, 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



133









 





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, (iv) the Master Servicer
has received from each Servicer an 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 and (v) such other
additional items as may be required by applicable law or regulation.



     (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 (or any of its Affiliates) has, during the course
of any fiscal year, directly serviced, as a successor Servicer, 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 Securities Administrator, any NIMS Insurer and the
Depositor no later than five Business Days after the 15th of March of each
calendar year, commencing in March 2005 to the effect that, with respect to the
most recently ended calendar 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 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 (or such other attestation program as
may be required by applicable law or regulation), 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 (or such other
attestation program as may be required by applicable law or regulation)
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.



134









 





     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 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 any NIMS Insurer. No such resignation shall
become effective until the Securities Administrator shall have assumed, or a
successor master servicer acceptable to any NIMS Insurer and the Securities
Administrator 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 and the Depositor to the Trustee, the Securities
Administrator and any NIMS Insurer.



     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, any NIMS
Insurer or the Depositor to delegate or assign to or subcontract with or
authorize or 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, the Securities Administrator and any NIMS Insurer. 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.



135









 





     Section 9.30 Limitation on Liability of the Master Servicer and
Others. 



     (a) The Master Servicer undertakes to perform such duties and only such
duties as are specifically set forth in this Agreement.



     (b) No provision of this Agreement shall be construed to relieve the
Master Servicer from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct; provided, however, that the
duties and obligations of the Master Servicer shall be
determined solely by the express provisions of this Agreement, the Master
Servicer shall not be liable except for the performance of such duties and
obligations as are specifically set forth in this Agreement; no implied
covenants or obligations shall be read into this Agreement against the Master
Servicer and, in absence of bad faith on the part of the Master Servicer, the
Master Servicer may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Master Servicer and conforming to the requirements of
this Agreement.



     (c) 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 therefor out of the
Collection Account it maintains as provided by Section 4.02.



     The Master Servicer shall not be liable for any acts or omissions of any
Servicer. In particular, the Master Servicer shall not be liable for any
course of action taken by the Servicers with respect to loss mitigation of
defaulted Mortgage Loans at the direction of the Credit Risk Manager or the
Seller pursuant to any Credit Risk Management Agreement. Further, the Master
Servicer shall not be liable for performance by any Servicer under any Credit
Risk Management Agreement.



136









 





     Section 9.31 Indemnification; Third-Party Claims. 



     The Master Servicer agrees to indemnify the Depositor, the Trustee, the
Securities Administrator and any NIMS Insurer, 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 Trustee, the Securities Administrator or any NIMS
Insurer 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 Agreement. The Depositor, the Trustee, the Securities
Administrator and any NIMS Insurer 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 Trustee or any NIMS Insurer 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.



     Section 9.32 Special Servicing of Delinquent Mortgage Loans. 



     If permitted under the terms of the applicable Servicing Agreement, the
Seller may appoint, pursuant to the terms of the applicable Servicing Agreement
and with the written consent of the Depositor, the Master Servicer, the
Trustee, the Securities Administrator and any NIMS Insurer, a Special Servicer
to special service any Distressed Mortgage Loans. Any applicable Termination
Fee related to the termination of the related Servicer and the appointment of
any Special Servicer shall be paid by the Seller from its own funds, without
right of reimbursement from the Trust Fund. Any fees paid to any such Special
Servicer shall not exceed the Servicing Fee Rate.



     Section 9.33 Alternative Index. 



     In the event that the Index for any Mortgage Loan, as specified in the
related Mortgage Note, becomes unavailable for any reason, the Master Servicer
shall select an alternative index, which in all cases shall be an index that
constitutes a qualified rate on a regular interest under the REMIC Provisions,
in accordance with the terms of such Mortgage Note or, if such Mortgage Note
does not make provision for the selection of an alternative index in such
event, the Master Servicer shall, subject to applicable law, select an
alternative index based on information comparable to that used in connection
with the original Index and, in either case, such alternative index shall
thereafter be the Index for such Mortgage Loan.



     Section 9.34 Duties of the Credit Risk Manager. 



     (a) The Certificateholders, by their purchase and acceptance of the
Certificates, appoint The Murrayhill Company as Credit Risk Manager. For and
on behalf of the Depositor, the Credit Risk Manager will provide reports and
recommendations concerning certain delinquent and defaulted Mortgage Loans, and
as to the collection of any Prepayment Premiums with respect to the Mortgage
Loans. Such reports and recommendations will be based upon information
provided pursuant to Credit Risk Management Agreements to the Credit Risk
Manager by the Servicers. The Credit Risk Manager shall look solely to the
Servicers and/or the Master Servicer for all information and data (including
loss and delinquency information and



137









 





data) and loan level information and data
relating to the servicing of the Mortgage Loans and neither the Securities
Administrator or the Trustee shall have any obligation to provide any such
information to the Credit Risk Manager.



     (b) On or about the 15th calendar day of each month, the Credit Risk
Manager shall have prepared and shall make available to any NIMS Insurer, the
Trustee, the Securities Administrator and each Certificateholder, the following
reports:




     (i) Watchlist Report: A listing of individual Mortgage Loans
that are of concern to the Credit Risk Manager. Each Watchlist Report
shall contain a listing of Mortgage Loans in any delinquency status,
including current and paid-off loans, and may contain the comments of the
Credit Risk Manager in its sole discretion. The Watchlist Report shall
be presented in substantially the same format attached hereto as Exhibit
R-1;




     (ii) Loss Severity Report: A compilation and summary of all
losses, indicating the loan loss severity for each Mortgage Pool. Each
Loss Severity Report shall include detail of all losses reported by a
Servicer or the Master Servicer as Realized Losses, except those for
which a Servicer or the Master Servicer has not provided detail adequate
for reporting purposes. The Loss Severity Report shall be presented in
substantially the same format attached hereto as Exhibit R-2;




     (iii) Mortgage Insurance Claims Report: A summary of
mortgage insurance claims submitted to the PMI Insurer by the Servicers,
claim payment and denial information, and penalties assessed by the PMI
Insurer. The Mortgage Insurance Claims Report shall be presented in
substantially the same format attached hereto as Exhibit R-3;




     (iv) Prepayment Premiums Report: A summary of Prepayment
Premiums assessed or waived by each Servicer. The Prepayment Premiums
Report shall be presented in substantially the same format attached
hereto as Exhibit R-4; and




     (v) Analytics Report: Analytics Reports shall include
statistical and/or graphical portrayals of:




     (A) Delinquency Trend: The delinquency trend, over time, of
the Mortgage Loans;




     (B) Prepayment Analysis: The constant prepayment rate “CPR”
experience of the Mortgage Loans; and




     (C) Standard Default Assumption: The Standard Default
Assumption experience of the Mortgage Loans.



     The Analytics Premiums Report shall be presented in substantially the same
format attached hereto as Exhibit R-5.



     The Credit Risk Manager shall make such reports and any additional
information reasonably requested by the Depositor available each month to
Certificateholders, the Trustee, the Securities Administrator, any NIMS Insurer
and the Rating Agencies via the Credit Risk



138









 





Manager’s internet website. The
Credit Risk Manager’s internet website shall initially be located at
https://reports.murrayhillcompany.com. The user name for access to the website
shall be the Certificateholder’s e-mail address and the password shall be
“20410.” Neither the Trustee nor
the Securities Administrator shall have any obligation to review such
reports or otherwise monitor or supervise the activities of the Credit Risk
Manager.



     (c) The Credit Risk Manager shall reasonably cooperate with the Depositor,
the Trustee and the Securities Administrator in connection with the Trust
Fund’s satisfying the reporting requirements under the 1934 Act with respect to
reports prepared by the Credit Risk Manager.



     (d) By March 10th of each year (or if such day is not a Business Day, the
immediately preceding Business Day), the Credit Risk Manager shall deliver a
signed certification, in the form attached hereto as Exhibit S (the “Credit
Risk Manager Certification”), for the benefit of the Depositor, the Trustee and
the Securities Administrator and for the benefit of the Person(s) signing the
Form 10-K Certification; provided that the Credit Risk Manager Certification
shall be so provided only to the extent that the Depositor delivers a draft
(without exhibits) of the applicable Annual Report on Form 10-K to the Credit
Risk Manager by the 5th Business Day in March of such year.



     (e) In the event that prior to the filing date of the Form 10-K in March
of each year, the Credit Risk Manager has knowledge or information material to
the Credit Risk Manager Certification, the Credit Risk Manager shall promptly
notify the Depositor, the Trustee and the Securities Administrator, in writing.



     Section 9.35 Limitation Upon Liability of the Credit Risk Manager.




     Neither the Credit Risk Manager, nor any of the directors, officers,
employees or agents of the Credit Risk Manager, shall be under any liability to
the Trustee, the Securities Administrator, the Certificateholders or the
Depositor for any action taken or for refraining from the taking of any action
in good faith pursuant to this Agreement, in reliance upon information provided
by Servicers under the Credit Risk Management Agreements or for errors in
judgment; provided, however, that this provision shall not protect the Credit
Risk Manager or any such person against liability that would otherwise be
imposed by reason of willful malfeasance, bad faith or gross negligence in its
performance of its duties or by reason of reckless disregard for its
obligations and duties under this Agreement or the Credit Risk Management
Agreements. The Credit Risk Manager and any director, officer, employee or
agent of the Credit Risk Manager 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, and may rely in good faith upon the accuracy of
information furnished by the Servicers pursuant to the Credit Risk Management
Agreements in the performance of its duties thereunder and hereunder.



     Section 9.36 Removal of Credit Risk Manager.



     The Credit Risk Manager may be removed as Credit Risk Manager by
Certificateholders holding not less than a 66-2/3% Voting Interests in the
Trust, in the exercise of its or their sole discretion, at any time, without
cause, upon ten (10) days prior written notice. The Certificateholders shall
provide such written notice to the Trustee and upon receipt of such



139









 





notice, the Trustee shall provide written notice to the Credit Risk
Manager of its removal, effective upon receipt of such notice.



ARTICLE X




REMIC ADMINISTRATION




     Section 10.01 REMIC Administration. 



     (a) REMIC elections as set forth in the Preliminary Statement shall be
made 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. The regular interests and residual interest in each
REMIC shall be as designated in the Preliminary Statement. For purposes of
such designations, the interest rate of any regular interest that is computed
by taking into account the weighted average of any of the LT2-Pool-1-PSA,
LT2-Pool-1-N, LT2-Pool-2-PSA, or LT2-Pool-2-N shall be reduced by the amount of
any expense paid by the Trust to the extent that (i) such expense was not taken
into account in computing the Net Mortgage Rate of any Mortgage Loan, (ii) such
expense does not constitute an “unanticipated expense” of a REMIC within the
meaning of Treasury Regulation Section 1.860G-1(b)(3)(ii) and (ii) the amount
of such expense was not taken into account in computing the interest rate of a
more junior class of regular interests.



     (b) The Closing Date is hereby designated as the “Startup Day” of each
REMIC within the meaning of section 860G(a)(9) of the Code. The latest
possible maturity date for purposes of Treasury Regulation 1.860G-1(a)(4) will
be the Latest Possible Maturity Date.



     (c) The Securities Administrator shall represent the Trust Fund in any
administrative or judicial proceeding relating to an examination or audit by
any governmental taxing authority with respect thereto. 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 Administration Account, provided, however, the Securities
Administrator shall not be entitled to reimbursement for expenses incurred in
connection with the preparation of tax returns and other reports as required by
Section 6.20 and this Section.



     (d) The Securities Administrator shall prepare, the Trustee shall sign and
the Securities Administrator shall file, all of each REMIC’s federal and
appropriate 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.



140









 





     (e) The Securities Administrator or its designee 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 pursuant to
Treasury Regulation 1.860E-2(a)(5) and any person designated in Section
860E(e)(3) of the Code 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.



     The Securities Administrator shall be entitled to receive reasonable
compensation from the Trust for the performance of its duties under this
subsection (e); provided, however, that such compensation shall not exceed
$5,000 per year.



     (f) The Trustee, the Securities Administrator, the Master Servicer and the
Holders of Certificates shall take any action or cause any REMIC to take any
action necessary to create or maintain the status of any 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 any 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 result in an Adverse REMIC Event unless the
Trustee, the Securities Administrator, any NIMS Insurer and the Master Servicer
have received an Opinion of Counsel addressed to the Trustee (at the expense of
the party seeking to take such action) to the effect that the contemplated
action will not result in an Adverse REMIC Event. In addition, prior to taking
any action with respect to any REMIC or the assets therein, or causing any
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, the Master Servicer, any NIMS Insurer or
their respective designees, in writing, with respect to whether such action
could cause an Adverse REMIC Event to occur with respect to any REMIC, and no
such Person shall take any such action or cause any REMIC to take any such
action as to which the Trustee, the Securities Administrator, the Master
Servicer or any NIMS Insurer 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 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 any 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 any such REMIC, as the
case may be.



     (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.



141









 





     (i) No additional contributions of assets shall be made to any REMIC,
except as expressly provided in this Agreement.



     (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) On or before September 15 of each calendar year beginning in 2004, the
Securities Administrator shall deliver to the Trustee and any NIMS Insurer an
Officer’s Certificate stating, without regard to any actions taken by any party
other than the Securities Administrator, the Securities Administrator’s
compliance with provisions of this Section 10.01.



     (l) The Securities Administrator shall treat the Basis Risk Reserve Fund
as an outside reserve fund within the meaning of Treasury Regulation Section
1.860G-2(h) that is owned by the Holders of the Class X Certificates and that
is not an asset of any REMIC. The Securities Administrator shall treat the
rights of the holders of the Class 1-A1, Class 2-A1, Class 2-A2, Class A3,
Class M1, Class M2, Class M3, Class M4, Class M5, Class M6 and Class B
Certificates to receive payments from the Basis Risk Reserve Fund in the event
of a Basis Risk Shortfall as rights in an interest rate cap contract written by
the Class X Certificateholders in favor of such Certificateholders. Thus, each
Class 1-A1, Class 2-A1, Class 2-A2, Class A3, Class M1, Class M2, Class M3,
Class M4, Class M5, Class M6 and Class B Certificate shall be treated as
representing not only ownership of regular interests in the Upper Tier REMIC,
but also ownership of an interest in an interest rate cap contract. For
federal tax return and information reporting, such interest rate cap contract
shall be assigned a value of $116,029.06



     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 any REMIC after the Closing Date, unless the Trustee and any
NIMS Insurer has received an Opinion of Counsel addressed to the Trustee (at
the expense of the party causing such sale, disposition, or substitution) that
such disposition, acquisition, substitution, or acceptance will not (a) result
in an Adverse REMIC Event, (b) affect the distribution of interest or principal
on the Certificates or (c) result in the encumbrance of the assets transferred
or assigned to the Trust Fund (except pursuant to the provisions of this
Agreement).



     Section 10.03 Indemnification with Respect to Certain Taxes and Loss of
REMIC Status. 



     Upon the occurrence of an Adverse REMIC Event 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 any NIMS Insurer, the Holder of the related Residual Certificate or
the Trust Fund, as applicable, against any and all losses, claims, damages,
liabilities or expenses (“Losses”) resulting from such



142









 





negligence; provided,
however, that neither the Trustee nor the Securities Administrator shall be
liable for any such Losses attributable to the action or inaction of the Master
Servicer, the Depositor, the Class X Certificateholders, the Holder of such
Residual Certificate or the Securities Administrator (with regard to the
Trustee), as applicable, nor for any such Losses resulting from misinformation
provided by the Holder of such Residual Certificate on which the Securities
Administrator 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 or any Servicing Agreement,
(2) for any Losses other than arising out of a negligent performance by the
Trustee or the Securities Administrator, as applicable, of 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, knowingly permit any
Servicer to, rent, lease, or otherwise earn income on behalf of any REMIC with
respect to any REO Property which might cause an Adverse REMIC Event unless the
Master Servicer has advised, or has caused the applicable Servicer to advise,
the Trustee and any NIMS Insurer in writing to the effect that, under the REMIC
Provisions, such action would not result in an Adverse REMIC Event.



     (b) The Master Servicer shall cause the applicable Servicer (to the extent
provided in its Servicing Agreement) 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 the extent provided in its
Servicing Agreement) to, dispose of any REO Property within three years of its
acquisition by the Trust Fund unless the Master Servicer has received a grant
of extension from the Internal Revenue Service to the effect that, under the
REMIC Provisions, the REMIC may hold REO Property for a longer period without
causing an Adverse REMIC Event. If the Master Servicer has received such an
extension, then 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 Master Servicer or the
applicable Servicer, acting on behalf of the Trustee hereunder, is unable to
sell the REO Property within 33 months after its acquisition by the Trust Fund
or if the Master Servicer has received such an extension, and the Master
Servicer or the applicable Servicer is unable to sell the REO Property within
the period ending three months before the close of the Extended Period, the
Master Servicer shall cause the applicable Servicer, before the end of the
three year period or the Extended Period, as applicable, to (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 applicable
Servicer) in an auction reasonably



143









 





designed to produce a fair price prior to
the expiration of the three-year period or the Extended Period, as the case may
be.



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, with the
consent of any NIMS Insurer, but without the consent of the Credit Risk Manager
except to the extent that the rights or obligations of the Credit Risk Manager
hereunder are directly affected thereby, and 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 or with the provisions of any
Servicing Agreement, (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 as evidenced by an Opinion of
Counsel. No such amendment effected pursuant to the preceding sentence shall,
as evidenced by an Opinion of Counsel, result in an Adverse REMIC Event, nor
shall such amendment effected pursuant to clause (iii) of such sentence
adversely affect in any material respect the interests of any Holder. Prior to
entering into any amendment without the consent of Holders pursuant to this
paragraph, the Trustee and any NIMS Insurer shall be provided with an Opinion
of Counsel addressed to the Trustee and any NIMS Insurer (at the expense of the
party requesting such amendment) to the effect that such amendment is permitted
under this Section. 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 the then current rating
assigned to the Certificates.



     (b) This Agreement may also be amended from time to time by the Depositor,
the Master Servicer, the Securities Administrator and the Trustee, with the
consent of any NIMS Insurer, but



144









 





without the consent of the Credit Risk Manager
except to the extent that the rights or obligations of the Credit Risk Manager
hereunder are directly affected thereby and 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 the rights of the Holders;
provided, however, that no such amendment shall be made unless the Trustee and
any NIMS Insurer receives an Opinion of Counsel addressed to the Trustee and
the NIMS Insurer, at the expense of the party requesting the change, that such
change will not cause an Adverse REMIC Event; 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 Class Notional
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 (or
Percentage Interest) 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, any NIMS Insurer 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 Class
Notional Amount (or Percentage Interest), Certificates owned by the Depositor,
the Master Servicer, the Securities Administrator, the Trustee, any Servicer,
the Credit Risk Manager 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, any Servicer, the Credit Risk Manager or any Affiliate thereof.



145









 





     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, the Master Servicer and the Securities Administrator
agree to cooperate with each other to provide to any Certificateholders, any
NIM Security holder and to any prospective purchaser of Certificates designated
by such holder, upon the request of such holder 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 Master Servicer or the
Securities Administrator in providing such information shall be reimbursed by
the Depositor.



     (b) The Securities Administrator shall 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 or make available on its website
to the Depositor, Attention: Contract Finance, a copy of the report delivered
to Certificateholders pursuant to Section 4.03.



     Section 11.06 Governing Law. 



     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.



     Section 11.07 Notices. 



     All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given when received by (a) in the case of the
Depositor, Structured Asset Securities Corporation, 745 Seventh Avenue, 7th
Floor, New York, NY 10019, Attention: Mortgage Finance SAIL 2004-6, (b) in the
case of the Seller, Lehman Brothers Holdings Inc., 745 Seventh Avenue, 7th
Floor, New York, NY 10019, Attention: Mortgage Finance SAIL 2004-6, (c) in the
case of the Credit Risk Manager, The Murrayhill Company, 1700 Lincoln Street,
Suite 1600, Denver, Colorado 80203, Attention: General Counsel, (d) in the
case of the Trustee, the Corporate Trust Office, (e) in the case of the Master
Servicer, Aurora Loan Services
Inc., 2530 South Parker Road, Suite 661, Aurora, Colorado, 80014;
Attention: Master Servicing, SAIL 2004-6 and (f) in the case of the Securities
Administrator, Wells Fargo Bank, N.A., P.O. Box 98, Columbia, Maryland 21046,
and for overnight deliveries 9062 Old Annapolis Rd., Columbia, Maryland 21045,
Attention: SAIL 2004-6, telecopy number 410-715-2380 or, as to



146









 





each party such
other address as may hereafter be furnished by such party to the other parties
in writing. All demands, notices and communications to a party 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 above 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.



     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.



     Section 11.11 Benefits of Agreement.



     The Depositor shall promptly notify each Custodian and the Trustee in
writing of the issuance of any Class of NIMS Securities issued by a NIMS
Insurer and the identity of such NIMS Insurer. Thereafter, the NIMS Insurer
shall be deemed a third-party beneficiary of this Agreement to the same extent
as if it were a party hereto, and shall be subject to and have the right to
enforce the provisions of this Agreement so long as the NIMS Securities
remaining outstanding or the NIMS Insurer is owed amounts in respect of its
guarantee of payment of such NIMS Securities. 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, the
Holders of the Certificates and the NIMS Insurer, any benefit or any legal
or equitable right, power, remedy or claim under this Agreement, except to the
extent specified in Section 11.15.



     Section 11.12 Special Notices to the Rating Agencies and any NIMS
Insurer. 



     (a) The Depositor shall give prompt notice to the Rating Agencies and any
NIMS Insurer of the occurrence of any of the following events of which it has
notice:



147









 






     (i) any amendment to this Agreement pursuant to Section 11.03;




     (ii) any Assignment by the Master Servicer of its rights hereunder
or delegation of its duties hereunder;




     (iii) the occurrence of any Event of Default described in Section
6.14;




     (iv) any notice of termination given to the Master Servicer pursuant
to Section 6.14 and any resignation of the Master Servicer hereunder;




     (v) the appointment of any successor to any Master Servicer pursuant
to Section 6.14;




     (vi) the making of a final payment pursuant to Section 7.02; and




     (vii) any termination of the rights and obligations of any Servicer
under the applicable Servicing Agreement.



     (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 S&P, to:



Standard & Poor’s Ratings Services

55 Water Street

New York, New York 10041

Attention: Residential Mortgages



If to Fitch, to:



Fitch, Inc.

One State Street Plaza

New York, New York 10004

Attention: Residential Mortgages



     (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 Conflicts. 



     To the extent that the terms of this Agreement conflict with the terms of
any Servicing Agreement, the related Servicing Agreement shall govern, unless
such provisions shall adversely affect the Trustee or the Trust Fund.



148









 





     Section 11.14 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 11.15 Transfer of Servicing. 



     The Seller agrees that it shall provide written notice to the Master
Servicer, the Securities Administrator, any NIMS Insurer and the Trustee thirty
days prior to any proposed transfer or assignment by such Seller of its rights
under the Servicing Agreement or of the servicing thereunder or delegation of
its rights or duties thereunder or any portion thereof to any other Person
other than the initial Servicer under such Servicing Agreement; provided that
the Seller shall not be required to provide prior notice of (i) any transfer of
servicing that occurs within three months following the Closing Date to an
entity that is a Servicer on the Closing Date or occurs on any Transfer Date to
any entity that is a Servicer on the Closing Date or to HomEq or (ii) any
assignment of any Servicing rights from one Seller to the other Seller. In
addition, the ability of the Seller to transfer or assign its rights and
delegate its duties under the Servicing Agreement or to transfer the servicing
thereunder to a successor servicer shall be subject to the following
conditions:




     (i) satisfaction of the conditions to such transfer as set forth in
the Servicing Agreement including, without limitation, receipt of written
consent of any NIMS Insurer and the Master Servicer to such transfer;




     (ii) Such successor servicer must be qualified to service loans for
FNMA or FHLMC, and must be a member in good standing of MERS;




     (iii) Such successor servicer must satisfy the seller/servicer
eligibility standards in the Servicing Agreement, exclusive of any
experience in mortgage loan origination;




     (iv) 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 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;




     (v) If the successor servicer is not a Servicer of Mortgage Loans at
the time of the transfer, there must be delivered to the Trustee and the
Master Servicer 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; and




     (vi) 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



149









 






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 Servicer Remittance Date but before the next
succeeding Deposit Date, to the Trustee, all funds held by the prior
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. Notwithstanding the foregoing, the prior
Servicer shall be obligated to perform the items listed above to the
extent provided in the Servicing Agreement.




150










 





     IN WITNESS WHEREOF, the parties hereto 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:  	Senior Vice President 	 
	 



	 	 	 	 	 
	 	LASALLE BANK NATIONAL ASSOCIATION,

as Trustee

 	 
	 	By:  	/s/ Christopher Lewis
 	 
	 	 	Name:  	Christopher Lewis 	 
	 	 	Title:  	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	AURORA LOAN SERVICES INC., as Master

Servicer

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



	 	 	 	 	 
	 	WELLS FARGO BANK, N.A.,

as Securities Administrator

 	 
	 	By:  	/s/ Sandra Whalen
 	 
	 	 	Name:  	Sandra Whalen 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	THE MURRAYHILL COMPANY,

as Credit Risk Manager

 	 
	 	By:  	/s/ Kevin J. Kanouff
 	 
	 	 	Name:  	Kevin J. Kanouff 	 
	 	 	Title:  	President and General Counsel 	 
	 





 









 





Solely for purposes of Sections 6.11 and 11.15,

accepted and agreed to by:



LEHMAN BROTHERS HOLDINGS INC.



	 	 	 	 	 
	By:

	 	/s/ Joseph J. Kelly	 	 
	

	 	
	 	 
	

	 	Name: Joseph J. Kelly	 	 
	

	 	Title: Authorized Signatory	 	 







 









 





EXHIBIT A




FORMS OF CERTIFICATES




A-1









 





EXHIBIT B-1




FORM OF INITIAL CERTIFICATION




	 	 	 
	
	 	

	
	 	Date







LaSalle Bank National Association

Chicago, Illinois 60603



Structured Asset Securities Corporation

745 Seventh Avenue, 7th Floor

New York, New York 10019



SERVICERS




	Re:	 	 Trust Agreement dated as of June 1, 2004 (the “Trust
Agreement”), by and among Structured Asset Securities Corporation,
as Depositor, LaSalle Bank National Association, as Trustee, Aurora
Loan Services Inc., as Master Servicer, Wells Fargo Bank, N.A., as
Securities Administrator, and The Murrayhill Company, as Credit Risk
Manager with respect to Structured Asset Investment Loan Mortgage
Pass-Through Certificates, Series 2004-6 





Ladies and Gentlemen:



     In accordance with Section 2.02(a) of the Trust Agreement, subject to
review of the contents thereof, the undersigned, as Custodian, hereby certifies
that it has received the documents listed in Section 2.01(c) of the Trust
Agreement for each Mortgage File pertaining to each Mortgage Loan listed on
Schedule A, to the Trust Agreement, subject to any exceptions noted on Schedule
I hereto.



     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.


	 	 	 	 	 
	 	Custodian

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





B-1-1









 








EXHIBIT B-2




FORM OF INTERIM CERTIFICATION




	 	 	 
	
	 	

	
	 	Date







LaSalle Bank National Association

Chicago, Illinois 60603



Structured Asset Securities Corporation

745 Seventh Avenue, 7th Floor

New York, New York 10019



SERVICERS




	Re:	 	 Trust Agreement dated as of June 1, 2004 (the “Trust
Agreement”), by and among Structured Asset Securities Corporation,
as Depositor, LaSalle Bank National Association, as Trustee, Aurora
Loan Services Inc., as Master Servicer, Wells Fargo Bank, N.A., as
Securities Administrator, and The Murrayhill Company, as Credit Risk
Manager with respect to Structured Asset Investment Loan Mortgage
Pass-Through Certificates, Series 2004-6 





Ladies and Gentlemen:



     In accordance with Section 2.02(b) of the Trust Agreement, the
undersigned, as Custodian, 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 Schedule I hereto) it (or its custodian) has received the
applicable documents listed in Section 2.01(c) 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 Schedule
I hereto, it has reviewed the documents listed in Section 2.01(c) of the Trust
Agreement 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).


	 	 	 	 	 
	 	Custodian

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




B-2-1









 








EXHIBIT B-3




FORM OF FINAL CERTIFICATION




	 	 	 
	
	 	

	
	 	Date







LaSalle Bank National Association

Chicago, Illinois 60603



Structured Asset Securities Corporation

745 Seventh Avenue, 7th Floor

New York, New York 10019



SERVICERS




	Re:	 	 Trust Agreement dated as of June 1, 2004 (the “Trust
Agreement”), by and among Structured Asset Securities Corporation,
as Depositor, LaSalle Bank National Association, as Trustee, Aurora
Loan Services Inc., as Master Servicer, Wells Fargo Bank, N.A., as
Securities Administrator, and The Murrayhill Company, as Credit Risk
Manager with respect to Structured Asset Investment Loan Mortgage
Pass-Through Certificates, Series 2004-6 





Ladies and Gentlemen:



     In accordance with Section 2.02(d) of the Trust Agreement, the
undersigned, as Custodian on behalf of the 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 Schedule I hereto) it (or its
custodian) has received the applicable documents listed in Section 2.01(c) of
the Trust Agreement.



     The undersigned hereby certifies that as to each Mortgage Loan identified
in the Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule
I hereto, it has reviewed the documents listed in Section 2.01(c) of the Trust
Agreement and has determined that each such document appears to be complete
and, based on an examination of such documents, the information set forth in
items (i) through (vi) of the definition of 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.


	 	 	 	 	 
	 	Custodian

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





B-3-1









 








EXHIBIT B-4




FORM OF ENDORSEMENT





     Pay to the order of LaSalle Bank National Association, as trustee (the
“Trustee”) under the Trust Agreement dated as of June 1, 2004 by and among
Structured Asset Securities Corporation, as Depositor, the Trustee, Aurora Loan
Services Inc., as Master Servicer, Wells Fargo Bank, N.A., as Securities
Administrator, and The Murrayhill Company, as Credit Risk Manager relating to
Structured Asset Investment Loan Mortgage Pass-Through Certificates, Series
2004-6, without recourse.



	 	 	 
	

	 	

	

	 	current signatory on note







	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




B-4-1









 





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, 2004 by and among
Structured Asset Securities Corporation, as Depositor, you, as Trustee, Aurora
Loan Services Inc., as Master Servicer, Wells Fargo Bank, N.A., as Securities
Administrator, and The Murrayhill Company, as Credit Risk Manager, (the “Trust
Agreement”), the undersigned 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 Servicer hereby certifies that all
amounts received in connection with the loan have been or will be credited to
the Certificate Account pursuant to the Trust Agreement.)



     2. The Mortgage Loan is being foreclosed.



     3. Mortgage Loan substituted. (The 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 Servicer hereby certifies that the
Purchase Price has been credited to the Certificate Account pursuant to the
Trust Agreement.)



     5. Other. (Describe)



     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 you within ten (10) days of our receipt of the Mortgage
File, except if the Mortgage Loan has



C-1









 





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 (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 Servicer







	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	Servicing Officer 	 
	 



C-2









 








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 or other retirement arrangement subject to Section 406 of the
Employee Retirement Income Security Act of 1974, as amended
(“ERISA”), or Section 4975 of the Code (“Code”), (collectively, a
“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)
if the Residual Certificate has been the subject of an
ERISA-Qualifying Underwriting, is an insurance company that is
purchasing the Residual Certificate with funds contained in an
“insurance company general account” as defined in Section V(e) of
Prohibited Transaction




D-1-1









 






	 	 	Class Exemption (“PTCE”) 95-60 and the purchase and holding of the
Residual Certificate are covered under Sections I and III of PTCE
95-60; or (z) herewith delivers to the Trustee an opinion of
counsel (a “Benefit Plan Opinion”) satisfactory to the Trustee, and
upon which the Trustee, the Master Servicer, the Securities
Administrator, the Depositor and any NIMS Insurer shall be entitled
to rely, to the effect that the purchase or holding of such
Residual Certificate by the Investor will not result in any
non-exempt prohibited transactions under Title I of ERISA or
Section 4975 of the Code and will not subject the Trustee, the
Depositor, the Master Servicer, the Securities Administrator or any
NIMS Insurer 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 Trust Fund or any of the above
parties.
	 
	5.	 	That the Purchaser hereby acknowledges that under the terms
of the Trust Agreement (the “Agreement”) by and among Structured
Asset Securities Corporation, as Depositor, LaSalle Bank National
Association, as Trustee, Aurora Loan Services Inc., as Master
Servicer, Wells Fargo Bank, N.A., as Securities Administrator, and
The Murrayhill Company, as Credit Risk Manager, dated as of June 1,
2004, no transfer of the Residual Certificate shall be permitted to
be made to any person unless the Depositor and Trustee have received
a certificate from such transferee containing the representations in
paragraphs 3 and 4 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.
	 
	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
D-2 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 not a Non-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




D-1-2









 






	 	 	effective Internal Revenue Service Form W-8ECI (Certificate of
Foreign Person’s Claim for Exemption 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 or (iii) is a Non-U.S. Person that has
delivered to both the transferor and the Trustee an opinion of a
nationally recognized tax counsel to the effect that the transfer
of such Residual Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder
and that such transfer of a Residual Certificate will not be
disregarded for federal income tax purposes. “Non-U.S. Person”
means an individual, corporation, partnership or other person other
than (i) a citizen or resident of the United States; (ii) a
corporation, partnership or other entity created or organized in or
under the laws of the United States or any state thereof, including
for this purpose, the District of Columbia; (iii) an estate that is
subject to U.S. federal income tax regardless of the source of its
income; (iv) 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 United States trustees have authority to control
all substantial decisions of the trust; and, (v) to the extent
provided in Treasury regulations, certain trusts in existence on
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










 





     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









 








EXHIBIT D-2




RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)




	 	 	 
	
	 	
 
	 
	 	Date







	 	 	 	 	 
	 

	 	Re:
	 	Structured Asset Investment Loan Trust

Mortgage Pass-Through Certificates, Series 2004-6







                                            (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









 






EXHIBIT E




LIST OF SERVICING AGREEMENTS





	 	1.	 	Servicing Agreement dated as of June 1, 2004, among Aurora Loan
Services. Inc., as servicer and as master servicer (in such capacity,
the “Master Servicer”) and Lehman Brothers Holdings Inc., as seller
(the “Seller”).
	 
	 	2.	 	Securitization Servicing Agreement dated as of June 1, 2004, among
Chase Manhattan Mortgage Corporation, as servicer, the Master Servicer
and the Seller.
	 
	 	3.	 	Reconstituted Servicing Agreement dated as of June 1, 2004, between
CitiBank, Inc., as Servicer and the Seller.
	 
	 	4.	 	Securitization Servicing Agreement (for Option One
Servicing-Retained Mortgage Loans) dated as of June 1, 2004, among
Option One Mortgage Corporation (“OOMC”), as servicer, the Master
Servicer and the Seller.
	 
	 	5.	 	Subservicing Agreement dated as of June 1, 2004 among Wells Fargo
Home Mortgage, Inc., as servicer, the Master Servicer and the Seller.
	 
	 	6.	 	Securitization Servicing Agreement, dated as of June 1, 2004, among
Ocwen Federal Bank, FSB, as Servicer, the Master Servicer and the
Seller.




E-1









 











EXHIBIT F




FORM OF RULE 144A TRANSFER CERTIFICATE





		
	Re:       	Structured Asset Investment Loan

Mortgage Pass-Through Certificates

Series 2004-6                      





     Reference is hereby made to the Trust Agreement dated as of June 1, 2004
(the “Trust Agreement”) by and among Structured Asset Securities Corporation,
as Depositor, LaSalle Bank National Association, as Trustee, Aurora Loan
Services Inc., as Master Servicer, Wells Fargo Bank, N.A., as Securities
Administrator, and The Murrayhill Company, as Credit Risk Manager. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Trust Agreement.



     This letter relates to $                    initial Certificate Balance 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









 








EXHIBIT G




FORM OF PURCHASER’S LETTER FOR

INSTITUTIONAL ACCREDITED INVESTORS




	 	 	 
	
	 	
 
	 
	 	Date







     Dear Sirs:



     In connection with our proposed purchase of $                    principal
amount of Structured Asset Investment Loan Trust Mortgage Pass-Through
Certificates, Series 2004-6 (the “Privately Offered Certificates”) of the
Structured Asset Securities Corporation (the “Depositor”), 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, 2004 by and among
the Depositor, Aurora Loan Services Inc., as Master Servicer, LaSalle Bank
National Association, as Trustee (the “Trustee”), Wells Fargo Bank, N.A.,
as Securities Administrator, and The Murrayhill Company, as Credit Risk
Manager, 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









 






	(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









 





     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









 






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 or other retirement
arrangement subject to Section 406 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”), (collectively, a “Plan”) or a
person acting on behalf of any such Plan or investing the assets of any such
Plan to acquire a Certificate; (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 Sections I and III of PTCE 95-60; or (z) herewith delivers to
the Trustee an opinion of counsel (a “Benefit Plan Opinion”) satisfactory to
the Trustee, and upon which the Trustee, the Master Servicer, the Securities
Administrator, the Depositor and any NIMS Insurer shall be entitled to rely,
to the effect that the purchase or holding of such Certificate by the
Investor will not result in any non-exempt prohibited transactions under
Title I of ERISA or Section 4975 of the Code and will not subject the
Trustee, the Depositor, the Master Servicer, the Securities Administrator or
any NIMS Insurer 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 Trust Fund or any of the above parties.




     3. The Investor hereby acknowledges that under the terms of the Trust
Agreement (the “Agreement”) by and among Structured Asset Securities
Corporation, as Depositor, LaSalle Bank National Association, as Trustee,
Aurora Loan Services Inc., as Master Servicer, Wells Fargo Bank, N.A., as
Securities Administrator, and The Murrayhill Company, as Credit Risk
Manager, dated as of June 1, 2004, 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









 





     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










 





EXHIBIT I




MONTHLY REMITTANCE ADVICE




I-1









 








EXHIBIT J




MONTHLY ELECTRONIC DATA TRANSMISSION




J-1









 








EXHIBIT K




LIST OF CUSTODIAL AGREEMENTS





	1.	 	Custodial Agreement dated as of June 1, 2004, between
Deutsche Bank National Trust Company, as Custodian and LaSalle Bank
National Association, as Trustee (the “Trustee”).
	 
	2.	 	Custodial Agreement dated as of June 1, 2004 between U.S.
Bank National Association, as Custodian and the Trustee.
	 
	3.	 	Custodial Agreement dated as of June 1, 2004 between Wells
Fargo Bank, N.A., as Custodian and the Trustee.
	 
	4.	 	Custodial Agreement dated as of June 1, 2004 between LaSalle
Bank National Association, as Custodian and the Trustee.




K-1









 











EXHIBIT L




Reserved




L-1









 








EXHIBIT M




LIST OF CREDIT RISK MANAGEMENT AGREEMENTS





	1)	 	Credit Risk Management Agreement dated June 30, 2004 between
The Murrayhill Company, as credit risk manager (the “Credit Risk
Manager”) and Aurora Loan Services Inc., as servicer.
	 
	2)	 	Credit Risk Management Agreement dated June 30, 2004 between
the Credit Risk Manager and Ocwen Federal Bank, FSB, as servicer.
	 
	3)	 	Credit Risk Management Agreement dated June 30, 2004 between
the Credit Risk Manager and Option One Mortgage Corporation, as
servicer.
	 
	4)	 	Credit Risk Management Agreement dated June 30, 2004 between
the Credit Risk Manager and Chase Manhattan Mortgage Corporation, as
servicer.
	 
	5)	 	Credit Risk Management Agreement dated June 30, 2004 between the Credit Risk
Manager and Wells Fargo Bank N.A., as servicer.




M-1









 











EXHIBIT N-1




Reserved




N-1-1









 








EXHIBIT N-2




Reserved




N-2-1









 








EXHIBIT O




FORM OF ADDITION NOTICE




     Pursuant to Section 2.01(b) of the Trust Agreement dated as of June 1,
2004, by and among Structured Asset Securities Corporation, as Depositor,
LaSalle Bank National Association, as Trustee, Aurora Loan Services Inc., as
Master Servicer, Wells Fargo Bank Minnesota, National Association, as
Securities Administrator and The Murrayhill Company, as Credit Risk Manager,
the Depositor hereby provides notice to the Trustee, the Master Servicer, each
Custodian, the Rating Agencies and the NIMS Insurer that the Subsequent
Mortgage Loans identified on Schedule I attached hereto will be sold to the
Trust Fund on Transfer Date (the “Transfer Date”) pursuant to a Transfer
Supplement.



     Capitalized terms not otherwise defined herein shall have the meanings set
forth in the Trust Agreement.


	 	 	 	 	 
	 	STRUCTURED ASSET SECURITIES

  CORPORATION, as Depositor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 




O-1









 






	 	 	 	 	 



ANNEX I TO




ADDITION NOTICE





     Provide the following information with respect to each Subsequent
Mortgage Loan:




         (vii) a code indicating whether the Mortgaged Property is
owner-occupied;




         (viii) the type of residential dwelling, if any, constituting the
Mortgaged Property;




         (ix) the lien position of such Mortgage Loan;




         (x) whether such Mortgage Loan is a Balloon Mortgage Loan;




         (xi) whether such Mortgage Loan is an Adjustable Rate Mortgage Loan
or a Fixed Rate Mortgage Loan;




         (xii) the original term to maturity (from origination or, if such
Mortgage Loan has been modified, from modification);




         (xiii) the stated remaining months to maturity from the applicable
Subsequent Cut-off Date based on the amortization schedule;




         (xiv) the Loan-to-Value Ratio or Combined Loan-to-Value Ratio, at
origination, as applicable;




         (xv) the current Loan-to-Value Ratio or current Combined
Loan-to-Value Ratio, as applicable;




         (xvi) the Mortgage Rate as of the applicable Subsequent Cut-off Date;




         (xvii) the date on which the first Monthly Payment was due on the
Mortgage Loan;




         (xviii) the Due Date currently in effect;




         (xix) the stated maturity date;




         (xx) the amount of the Monthly Payment due on the first Due Date on
or after the applicable Subsequent Cut-off Date;




         (xxi) the last Due Date on which a Monthly Payment was actually
applied to the unpaid Principal Balance;




         (xxii) the original principal amount of the Subsequent Mortgage Loan;




         (xxiii) the outstanding Scheduled Principal Balance of the Subsequent
Mortgage Loan as of the close of business on the applicable Subsequent
Cut-off Date;



O-2









 






         (xxiv) if such Subsequent Mortgage Loan is an Adjustable Rate
Mortgage Loan:




            (A) the gross margin;




            (B) the maximum mortgage rate;




            (C) the minimum mortgage rate;




            (D) the periodic rate cap;




            (E) the Index;




            (F) the first adjustment date immediately
following the applicable Subsequent Cut-off Date;




            (G) the rounding code to the nearest 0.125%;




         (xxv) a code indicating the purpose of the Subsequent Mortgage Loan
(i.e., purchase financing, rate/term refinancing, cash-out refinancing);




         (xxvi) the Mortgage Rate at origination;




         (xxvii) a code indicating the Servicer and the related Servicing Fee
Rate;




         (xxviii) a code indicating whether such Subsequent Mortgage Loan is
insured by a Bulk PMI Policy;




         (xxix) whether such Subsequent Mortgage Loan provides for negative
amortization; and




         (xxx) the Mortgage Pool of such Mortgage Loan.



O-3









 





SCHEDULE I TO ADDITION NOTICE




SUBSEQUENT MORTGAGE LOANS




O-1









 








EXHIBIT P-1




INITIAL INTEREST RATE CAP AGREEMENT




P-1-1









 








EXHIBIT P-2




CLASS 2-A1 INTEREST RATE CAP AGREEMENT




P-2-1









 








EXHIBIT Q




FORM OF CERTIFICATION TO BE PROVIDED TO




THE DEPOSITOR BY THE SECURITIES ADMINISTRATOR




	 	 	 
	Re:

	 	Structured Asset Investment Loan Trust
	

	 	Mortgage Pass-Through Certificates, Series 2004-6







     I, identify the certifying individual, a title of Wells Fargo Bank, N.A.,
as Securities Administrator of the Trust, hereby certify to Structured Asset
Securities Corporation (the “Depositor”), and its officers, directors and
affiliates, and with the knowledge and intent that they will rely upon this
certification, that:




	(i)	 	I have reviewed the annual report on Form 10-K for the fiscal
year [ ], and all reports on Form 8-K containing distribution
reports filed in respect of periods included in the year covered by
that annual report, relating to the above-referenced trust;
	 
	(ii)	 	Based on my knowledge, the information in these distribution
reports prepared by the Securities Administrator, taken as a whole,
does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made,
not misleading as of the last day of the period covered by that
annual report; and
	 
	(iii)	 	Based on my knowledge, the distribution information required
to be provided by the Securities Administrator under the Trust
Agreement is included in these reports.





	 	 	 	 	 
	

	 	Date:	 
	 
	 	 	 	 
	 	 	Wells Fargo Bank, N.A., as Securities
	 	 	Administrator
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	
 
	

	 	 	 	Signature
	

	 	Name:	 
	

	 	Title:	 







Q-1









 






EXHIBIT R-1




FORMAT OF WATCHLIST REPORT




R-1-1









 








EXHIBIT R-2




FORMAT OF LOSS SEVERITY REPORT




R-2-1









 








EXHIBIT R-3




FORMAT OF MORTGAGE INSURANCE CLAIMS REPORT




R-3-1









 








EXHIBIT R-4




FORMAT OF PREPAYMENT PREMIUMS REPORT




R-4-1









 








EXHIBIT R-5




FORMAT OF ANALYTICS REPORT





R-5-1









 








EXHIBIT S




FORM OF CERTIFICATION TO BE PROVIDED

BY THE CREDIT RISK MANAGER




FORM OF CERTIFICATION




Re: Structured Asset Investment Loan Trust Mortgage Pass-Through Certificates
Series 2004-6 issued pursuant to the Trust Agreement dated as of June 1, 2004,
among Structured Asset Securities Corp., as Depositor (the “Depositor”), Aurora
Loan Services, Inc., as Master Servicer, the Murrayhill Company, as Credit Risk
Manager, Wells Fargo Bank, N.A. as Securities Administrator (the “Securities
Administrator”) and LaSalle Bank National Association, as Trustee (the
“Trustee”).



THE MURRAYHILL COMPANY (the “Credit Risk Manager”) certifies to the Depositor,
the Securities Administrator, the Trustee, and 10-K Signatory Entity its
officers, directors and affiliates, and with the knowledge and intent that they
will rely upon this certification, that:




	1.	 	Based on the knowledge of the Credit Risk Manager, taken as a
whole, the information in the reports provided during the calendar
year immediately preceding the date of this certificate (the
“Relevant Year”) by the Credit Risk Manager pursuant to the Master
Consulting Agreement dated as of January 28, 2004 (the “Master
Consulting Agreement”), by and between the Credit Risk Manager and
Lehman Brothers Holdings, Inc. and pursuant to Transaction Addendum
#8 (the “Transaction Addendum Number 8”), does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading as of the date
that each of such reports was provided; and
	 
	2.	 	The Credit Risk Manager has fulfilled its obligations under
the Master Consulting Agreement and the Transaction Addendum Number
8 throughout the Relevant Year.





THE MURRAYHILL COMPANY




	 	 	 
	By:
	 	 
	

	 	

	Name:
	 
	

	 	

	Title:
	 
	

	 	








S-1









 






SCHEDULE A




MORTGAGE LOAN SCHEDULE





S-A-1