EXECUTION








            STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,

                AURORA LOAN SERVICES INC., as Master Servicer,

                                      and

                       WELLS FARGO BANK MINNESOTA, N.A.,
                                  as Trustee



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

                                TRUST AGREEMENT

                           Dated as of April 1, 2001
                          ---------------------------



                    STRUCTURED ASSET SECURITIES CORPORATION
                      MORTGAGE PASS-THROUGH CERTIFICATES
                                 SERIES 2001-6









<PAGE>
<TABLE>
<CAPTION>

                               Table of Contents
                                                                                                          Page
                                                                                                          ----
<S>              <C>                                                                                       <C>
                                   Article I
                                  DEFINITIONS

Section 1.01.    Definitions.................................................................................8
Section 1.02.    Calculations Respecting Mortgage Loans. ...................................................42

                                  Article II
                DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

Section 2.01.    Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans. .....................42
Section 2.02.    Acceptance of Trust Fund by Trustee: Review of Documentation for Trust Fund. ..............45
Section 2.03.    Representations and Warranties of the Depositor. ..........................................47
Section 2.04.    Discovery of Breach. ......................................................................48
Section 2.05.    Repurchase, Purchase or Substitution of Mortgage Loans. ...................................49
Section 2.06.    Grant Clause. .............................................................................50

                                  Article III
                               THE CERTIFICATES

Section 3.01.    The Certificates. .........................................................................51
Section 3.02.    Registration. .............................................................................52
Section 3.03.    Transfer and Exchange of Certificates. ....................................................52
Section 3.04.    Cancellation of Certificates. .............................................................57
Section 3.05.    Replacement of Certificates. ..............................................................58
Section 3.06.    Persons Deemed Owners. ....................................................................58
Section 3.07.    Temporary Certificates. ...................................................................58
Section 3.08.    Appointment of Paying Agent. ..............................................................58
Section 3.09.    Book-Entry Certificates. ..................................................................59

                                  Article IV
                       ADMINISTRATION OF THE TRUST FUND

Section 4.01.    Collection Account. .......................................................................60
Section 4.02.    Application of Funds in the Collection Account. ...........................................62
Section 4.03.    Reports to Certificateholders. ............................................................64
Section 4.04.    Certificate Account. ......................................................................67
Section 4.05.    Determination of LIBOR. ...................................................................68
Section 4.06.    The Class A4 Reserve Fund. ................................................................69

                                   Article V
                   DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

Section 5.01.    Distributions Generally. ..................................................................69
Section 5.02.    Distributions from the Certificate Account. ...............................................70
Section 5.03.    Allocation of Realized Losses. ............................................................78
Section 5.04.    Advances by Master Servicer and the Trustee. ..............................................80
Section 5.05.    Compensating Interest Payments. ...........................................................81
Section 5.06.    Distributions of Principal on Redemption Certificates......................................81
Section 5.07.    The Class A4 Certificate Insurance Policy. ................................................86

                                  Article VI
                   CONCERNING THE TRUSTEE; EVENTS OF DEFAULT

Section 6.01.    Duties of Trustee. ........................................................................88
Section 6.02.    Certain Matters Affecting the Trustee. ....................................................90
Section 6.03.    Trustee Not Liable for Certificates. ......................................................92
Section 6.04.    Trustee May Own Certificates. .............................................................92
Section 6.05.    Eligibility Requirements for Trustee. .....................................................92
Section 6.06.    Resignation and Removal of Trustee. .......................................................92
Section 6.07.    Successor Trustee. ........................................................................93
Section 6.08.    Merger or Consolidation of Trustee. .......................................................94
Section 6.09.    Appointment of Co-Trustee, Separate Trustee or Custodian. .................................94
Section 6.10.    Authenticating Agents. ....................................................................96
Section 6.11.    Indemnification of Trustee. ...............................................................96
Section 6.12.    Compensation of the Trustee................................................................97
Section 6.13.    Collection of Monies. .....................................................................97
Section 6.14.    Events of Default; Trustee To Act; Appointment of Successor................................97
Section 6.15.    Additional Remedies of Trustee Upon Event of Default......................................101
Section 6.16.    Waiver of Defaults........................................................................101
Section 6.17.    Notification to Holders...................................................................101
Section 6.18.    Directions by Certificateholders and Duties of Trustee During Event of Default............102
Section 6.19.    Action Upon Certain Failures of the Master Servicer and Upon Event of Default.............102
Section 6.20.    Preparation of Tax Returns and Other Reports..............................................102

                                  Article VII
                  PURCHASE AND TERMINATION OF THE TRUST FUND

Section 7.01.    Termination of Trust Fund Upon Repurchase or Liquidation of All Mortgage Loans............103
Section 7.02.    Procedure Upon Termination of Trust Fund..................................................104
Section 7.03.    Additional Trust Fund Termination Requirements............................................105

                                 Article VIII
                         RIGHTS OF CERTIFICATEHOLDERS

Section 8.01.    Limitation on Rights of Holders...........................................................105
Section 8.02.    Access to List of Holders.................................................................106
Section 8.03.    Acts of Holders of Certificates...........................................................107

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

Section 9.01.    Duties of the Master Servicer.............................................................108
Section 9.02.    Master Servicer Fidelity Bond and Master Servicer Errors and Omissions Insurance
                 Policy....................................................................................108
Section 9.03.    Master Servicer's Financial Statements and Related Information............................108
Section 9.04.    Power to Act; Procedures..................................................................109
Section 9.05.    Servicing Agreements Between the Master Servicer and Servicers; Enforcement of
                 Servicers' Obligations....................................................................110
Section 9.06.    Collection of Taxes, Assessments and Similar Items........................................111
Section 9.07.    Termination of Servicing Agreements; Successor Servicers..................................112
Section 9.08.    Master Servicer Liable for Enforcement....................................................112
Section 9.09.    No Contractual Relationship Between Servicers and Trustee or Depositor....................112
Section 9.10.    Assumption of Servicing Agreement by Trustee..............................................112
Section 9.11.    "Due-on-Sale" Clauses; Assumption Agreements..............................................113
Section 9.12.    Release of Mortgage Files.................................................................113
Section 9.13.    Documents, Records and Funds in Possession of Master Servicer To Be Held for
                 Trustee...................................................................................114
Section 9.14.    Representations and Warranties of the Master Servicer.....................................116
Section 9.15.    Closing Certificate and Opinion...........................................................118
Section 9.16.    Standard Hazard and Flood Insurance Policies..............................................118
Section 9.17.    Presentment of Claims and Collection of Proceeds..........................................118
Section 9.18.    Maintenance of the Primary Mortgage Insurance Policies....................................119
Section 9.19.    Trustee To Retain Possession of Certain Insurance Policies and Documents..................119
Section 9.20.    Realization Upon Defaulted Mortgage Loans.................................................119
Section 9.21.    Compensation to the Master Servicer.......................................................120
Section 9.22.    REO Property..............................................................................120
Section 9.23.    [Omitted].................................................................................121
Section 9.24.    Reports to the Trustee....................................................................121
Section 9.25.    Annual Officer's Certificate as to Compliance.............................................122
Section 9.26.    Annual Independent Accountants' Servicing Report..........................................122
Section 9.27.    Merger or Consolidation...................................................................123
Section 9.28.    Resignation of Master Servicer............................................................123
Section 9.29.    Assignment or Delegation of Duties by the Master Servicer.................................123
Section 9.30.    Limitation on Liability of the Master Servicer and Others.................................123
Section 9.31.    Indemnification; Third-Party Claims.......................................................124

                                   Article X
                             REMIC ADMINISTRATION

Section 10.01.   REMIC Administration......................................................................124
Section 10.02.   Prohibited Transactions and Activities....................................................126
Section 10.03.   Indemnification with Respect to Certain Taxes and Loss of REMIC Status....................127
Section 10.04.   REO Property..............................................................................127

                                  Article XI
                           MISCELLANEOUS PROVISIONS

Section 11.01.   Binding Nature of Agreement; Assignment...................................................128
Section 11.02.   Entire Agreement..........................................................................128
Section 11.03.   Amendment.................................................................................128
Section 11.04.   Voting Rights.............................................................................129
Section 11.05.   Provision of Information..................................................................129
Section 11.06.   Governing Law.............................................................................130
Section 11.07.   Notices...................................................................................130
Section 11.08.   Severability of Provisions................................................................131
Section 11.09.   Indulgences; No Waivers...................................................................131
Section 11.10.   Headings Not To Affect Interpretation.....................................................131
Section 11.11.   Benefits of Agreement.....................................................................131
Section 11.12.   Special Notices to the Rating Agencies....................................................131
Section 11.13.   Counterparts..............................................................................132
Section 11.14.   Transfer of Servicing.....................................................................132
Section 11.15.   Matters Relating to the Class A4 Certificate Insurance Policy.............................133

</TABLE>


<PAGE>


                                  ATTACHMENTS

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

Mortgage Loan Schedules
-----------------------
Schedule A     All Mortgage Loans (by Mortgage Pool)
Schedule B     Mortgage Loans with Retained Interest





<PAGE>

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

                             PRELIMINARY STATEMENT

         The Depositor has acquired the Mortgage Loans from Lehman Capital, A
Division of Lehman Brothers Holdings Inc. (the "Seller") and at the Closing
Date is the owner of the Mortgage Loans and the other property being conveyed
by it to the Trustee for inclusion in the Trust Fund. On the Closing Date, the
Depositor will acquire the Certificates from the Trust Fund, as consideration
for its transfer to the Trust Fund of the Mortgage Loans and the other
property constituting the Trust Fund. The Depositor has duly authorized the
execution and delivery of this Agreement to provide for the conveyance to the
Trustee of the Mortgage Loans and the other property constituting the Trust
Fund. All covenants and agreements made by the Depositor, the Master Servicer
and the Trustee herein with respect to the Mortgage Loans and the other
property constituting the Trust Fund are for the benefit of the Holders from
time to time of the Certificates and the Class A4 Certificate Insurer. The
Depositor and the Master Servicer 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.



<PAGE>


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

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


                                                       Initial Class
                                                         Principal              Corresponding Class
Lower Tier Class            Lower Tier                 (or Notional)            of Certificates or
  Designation              Interest Rate                   Amount                   Components
  -----------              -------------                   ------               -------------------
                                <S>                    <C>                           <C>
Class LT1-A1                    6.90%                  $72,575,000.00                Class 1-A1
(1)                                                                                  Class 1-A3
Class LT1-A2                    6.90%                  $15,000,000.00                Class 1-A2
(2)                                                                                  Class 1-A3
Class LT1-A4                    6.85%                  $16,000,000.00                Class A4(1)
(3)                                                                                  Class 1-A5
Class LT1-A6                    6.90%                  $34,500,000.00                Class 1-A6
(4)                                                                                  Class 1-A3
Class LT1-A7                    6.90%                  $50,000,000.00                Class 1-A7
(5)                                                                                  Class 1-A3
Class LT1-A8                    6.90%                  $35,000,000.00                Class 1-A8
(6)                                                                                  Class 1-A3
Class LT1-A9                    6.90%                   $5,000,000.00                Class 1-A9
(7)                                                                                  Class 1-A3
Class 1-A10                     6.90%                  $10,000,000.00                Class 1-A10
Class LT1-AP                    0.00%                     $100,821.00                Class 1-AP
Class LT1-B                     6.90%                  $15,203,121.38                Classes B1-B6
Class LT1-Q                     6.90%                         $100.00                Class R
Class LT2-A1                    8.50%                  $28,802,000.00                Class 2-A1
(8)                                                                                  Class 2-A2
Class LT2-A3                    8.50%                  $50,000,000.00                Class 2-A3
(9)                                                                                  Class 2-A6
Class LT2-A4                    8.45%                   $9,000,000.00                Class A4(2)
(10)                                                                                 Class 2-A5
Class LT2-A7                    8.50%                  $12,000,000.00                Class 2-A7
(11)                                                                                 Class 2-A2
Class LT2-A8                    8.50%                   $4,000,000.00                Class 2-A8
(12)                                                                                 Class 2-A2
Class LT2-AP                    0.00%                     $580,668.00                Class AP
Class LT2-B                     8.50%                   $6,663,237.67                Classes B1-B6
Class LT-R                       (13)                                                Class R

</TABLE>

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

(1)      The Class 1-A3 Certificates are entitled to receive on each
         Distribution Date a specified portion of the interest payable on the
         Class LT1-A1 Interest. Specifically, for each Accrual Period the
         Class 1-A3 Certificates are entitled to interest accruals on the
         Class LT1-A1 Interest at a rate of 1.40%.

(2)      The Class 1-A3 Certificates are entitled to receive on each
         Distribution Date a specified portion of the interest payable on the
         Class LT1-A2 Interest. Specifically, for each Accrual Period the
         Class 1-A3 Certificates are entitled to interest accruals on the
         Class LT1-A2 Interest at a rate of 0.25%.

(3)      The Class 1-A5 Certificates are entitled to receive on each
         Distribution Date a specified portion of the interest payable on the
         Class LT1-A4 Interest. Specifically, for each Accrual Period the
         Class 1-A5 Certificates are entitled to interest accruals on the
         Class LT1-A4 Interest at a rate of 0.15%.

(4)      The Class 1-A3 Certificates are entitled to receive on each
         Distribution Date a specified portion of the interest payable on the
         Class LT1-A6 Interest. Specifically, for each Accrual Period the
         Class 1-A3 Certificates are entitled to interest accruals on the
         Class LT1-A6 Interest at a rate of 1.50%.

(5)      The Class 1-A3 Certificates are entitled to receive on each
         Distribution Date a specified portion of the interest payable on the
         Class LT1-A7 Interest. Specifically, for each Accrual Period the
         Class 1-A3 Certificates are entitled to interest accruals on the
         Class LT1-A7 Interest at a rate of 0.15%.

(6)      The Class 1-A3 Certificates are entitled to receive on each
         Distribution Date a specified portion of the interest payable on the
         Class LT1-A8 Interest. Specifically, for each Accrual Period the
         Class 1-A3 Certificates are entitled to interest accruals on the
         Class LT1-A8 Interest at a rate of 0.75%.

(7)      The Class 1-A3 Certificates are entitled to receive on each
         Distribution Date a specified portion of the interest payable on the
         Class LT1-A9 Interest. Specifically, for each Accrual Period the
         Class 1-A3 Certificates are entitled to interest accruals on the
         Class LT1-A9 Interest at a rate of 0.15%.

(8)      The Class 2-A2 Certificates are entitled to receive on each
         Distribution Date a specified portion of the interest payable on the
         Class LT2-A1 Interest. Specifically, for each Accrual Period the
         Class 1-A5 Certificates are entitled to interest accruals on the
         Class LT2-A1 Interest at a rate of 3.40%.

(9)      The Class 2-A6 Certificates are entitled to receive on each
         Distribution Date a specified portion of the interest payable on the
         Class LT2-A3 Interest. Specifically, for each Accrual Period the
         Class 2-A6 Certificates are entitled to interest accruals on the
         Class LT2-A3 Interest in excess of accruals at a rate of LIBOR plus
         0.50%.

(10)     The Class 2-A5 Certificates are entitled to receive on each
         Distribution Date a specified portion of the interest payable on the
         Class LT2-A4 Interest. Specifically, for each Accrual Period the
         Class 2-A5 Certificates are entitled to interest accruals on the
         Class LT2-A4 Interest at a rate of 1.75%.

(11)     The Class 2-A2 Certificates are entitled to receive on each
         Distribution Date a specified portion of the interest payable on the
         Class LT2-A7 Interest. Specifically, for each Accrual Period the
         Class 2-A2 Certificates are entitled to interest accruals on the
         Class LT2-A7 Interest at a rate of 2.15%.

(12)     The Class 2-A2 Certificates are entitled to receive on each
         Distribution Date a specified portion of the interest payable on the
         Class LT2-A8 Interest. Specifically, for each Accrual Period the
         Class 2-A2 Certificates are entitled to interest accruals on the
         Class LT2-A8 Interest at a rate of 2.00%.

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

     On each Distribution Date, the Available Distribution Amount for Pool 1,
and Pool 2 shall be distributed with respect to the Lower Tier Interests in
the following manner:

         (i) On each Distribution Date, the Class A 4 Certificate Insurer is
         to be paid the Class A 4 Certificate Insurance Premium;

         (ii) On each Distribution Date, interest is to be distributed on each
         Lower Tier Regular Interest at the rate described above in the same
         order that interest is distributed on the Corresponding Class or
         Classes of Certificates or Components;

         (iii) For each Class of Lower Tier Interest for which there is a
         Corresponding Class of Senior Certificates, principal is to be
         distributed on such Class of Lower Tier Interest on each Distribution
         Date in the same manner and in the same amount as principal is
         distributed on such Corresponding Class of Senior Certificates;

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

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

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

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

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

   (iii)      Realized Losses (other than the AP Percentages of such
              Realized Losses) in excess of the allocations made pursuant to
              clauses (i), and(ii) above are to be allocated first to the
              Class LT1-B or Class LT2-B Interests, whichever has a remaining
              balance, to the extent of its remaining principal balance, and
              then among the remaining classes of Lower Tier Interests in the
              same manner that such Realized Losses are allocated among the
              Corresponding Classes of Certificates; and

    (iv)      The AP Percentage of Realized Losses with respect to Pool
              1 shall be allocated to the Class LT1-AP Interest until its
              Principal Amount has been reduced to zero, and the AP Percentage
              of Realized Losses with respect to Pool 2 shall be allocated to
              the Class LT2-AP until its Principal Amount has been reduced to
              zero.

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

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

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

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



<PAGE>
<TABLE>
<CAPTION>


                                                                                           Minimum Denomination or
                                      Certificate            Initial Class Principal         Minimum Percentage
    Class Designation                Interest Rate             (or Notional) Amount                Interest
    -----------------                -------------           ------------------------              --------
<S>                                      <C>                     <C>                          <C>
Class 1-A1                               5.50%                   $    72,575,000              $      25,000
Class 1-A2                               6.65%                   $    15,000,000              $      25,000
Class 1-A3                               6.90%                                (3)             $   1,500,000
Class 1-A5                               6.90%                                (4)                       100%
Class 1-A6                               5.40%                   $    34,500,000              $      25,000
Class 1-A7                               6.75%                   $    50,000,000              $      25,000
Class 1-A8                               6.15%                   $    35,000,000              $      25,000
Class 1-A-9                              6.75%                   $     5,000,000              $      25,000
Class 1-A10                              6.90%                   $    10,000,000              $      25,000
Class 1-AP                               0.00%                   $       100,821                        100%
Class 2-A1                               5.10%                   $    28,802,000              $      25,000
Class 2-A2                               8.50%                                (5)             $   1,500,000
Class 2-A3                                (1)                    $    50,000,000              $      25,000
Class 2-A5                               8.50%                                (6)             $     500,000
Class 2-A6                                (2)                                 (7)             $      25,000
Class 2-A7                               6.35%                   $    12,000,000              $      25,000
Class 2-A8                               6.50%                   $     4,000,000              $      25,000
Class 2-AP                               0.00%                   $       580,668                        100%
Class A4                                 6.75%                   $    25,000,000              $       1,000
Class B1                                  (8)                    $     9,110,000              $     100,000
Class B2                                  (8)                    $     3,643,000              $     100,000
Class B3                                  (8)                    $     2,732,000              $     100,000
Class B4                                  (8)                    $     3,096,000              $     250,000
Class B5                                  (8)                    $     1,639,000              $     250,000
Class B6                                  (8)                    $     1,646,359              $     250,000
Class R                                  6.90%                   $           100              $         100


</TABLE>

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

(1)      The Certificate Interest Rate with respect to any Distribution
         Date (and the related Accrual Period) for the Class 2-A3 Certificates
         is the per annum rate equal to the lesser of (i) LIBOR plus 0.50% and
         (ii) 8.50%, subject to a minimum rate of 0.50%.

(2)      The Certificate Interest Rate with respect to any Distribution
         Date (and the related Accrual Period) for the Class 2-A6 Certificates
         is the per annum rate equal to 8.00% minus LIBOR, subject to a
         minimum rate of 0.00%.

(3)      The Class Notional Amount with respect to any Distribution
         Date (and the related Accrual Period) of the Class 1-A3 Certificates
         will equal the sum of (a) the product of (1) 20.2898550725% and (2)
         the Class Principal Amount of the Class 1-A1 Certificates immediately
         before such Distribution Date; (b) the product of (1) 3.6231884058%
         and (2) the Class Principal Amount of the Class 1-A2 Certificates
         immediately before such Distribution Date; (c) the product of (1)
         21.7391304348% and (2) the Class Principal Amount of the Class 1-A6
         Certificates immediately before such Distribution Date; (d) the
         product of (1) approximately 2.1739130435% and (2) the Class
         Principal Amount of the Class 1-A7 Certificates immediately before
         such Distribution Date; (e) the product of (1) 10.8695652174% and (2)
         the Class Principal Amount of the Class 1-A8 Certificates immediately
         before such Distribution Date; and (f) the product of (1)
         2.1739130435% and (2) the Class Principal Amount of the Class 1-A9
         Certificates immediately before such Distribution Date. The initial
         Class Notional Amount of the Class 1-A3 Certificates is $27,768,840.

(4)      The Class Notional Amount with respect to any Distribution
         Date (and the related Accrual Period) of the Class 1-A5 Certificates
         will equal the product of (1) 1.4492753623% and (2) the Component
         Principal Amount of the A4(1) Component immediately before such
         Distribution Date. The initial Class Notional Amount of the Class
         1-A5 Certificates is $231,884.

(5)      The Class Notional Amount of the Class 2-A2 Certificates for
         any Distribution Date will equal the sum of (a) the product of (1)
         40.0000000000% and (2) the Class Principal Amount of the Class 2-A1
         Certificates immediately before such Distribution Date; (b) the
         product of (1) 25.2941176471% and (2) the Class Principal Amount of
         the Class 2-A7 Certificates immediately before such Distribution Date
         and (c) the product of (i) 23.5294117647% and (2) the Class Principal
         Amount of the Class 2-A8 Certificates immediately before such
         Distribution Date. The initial Class Notional Amount of the Class
         2-A2 Certificates is $15,497,270.

(6)      The Class Notional Amount with respect to any Distribution
         Date (and the related Accrual Period) of the Class 2-A5 Certificates
         will equal the product of (1) 20.0000000000% and (2) Component
         Principal Amount of the A4(2) Component immediately before such
         Distribution Date. The initial Class Notional Amount of the Class
         2-A5 Certificates is $1,800,000.

(7)      The Class Notional Amount with respect to any Distribution
         Date (and the related Accrual Period) for the Class 2-A6 Certificates
         will equal the Class Principal Amount of the Class 2-A3 Certificates
         immediately before such Distribution Date. The initial Class Notional
         Amount of the Class 2-A6 Certificates is $50,000,000.

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

         As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance of $364,424,948.

         For purposes hereof, each pool of mortgage loans constitutes a fully
separate and distinct sub-trust.





<PAGE>

                                  Article I

                                  DEFINITIONS

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

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

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

         Accretion Directed Certificate:  None.

         Accretion Termination Date:  None.

         Accrual Amount: As to any Class of Accrual Certificates and each
Distribution Date through the Credit Support Depletion Date, the sum of (x)
any amount of Accrued Certificate Interest allocable to such Class pursuant to
Section 5.02(a)(ii) on such Distribution Date and (y) any Interest Shortfall
allocable to such Class pursuant to Section 5.02(a)(iii) on such Distribution
Date. As to any Class of Accrual Certificates and each Distribution Date after
the Credit Support Depletion Date, zero.

         Accrual Certificate:  None.

         Accrual Component:  None.

         Accrual Period: With respect to any Distribution Date and any Class
of Certificates (other than any Class of Principal Only Certificates and any
Class 2-A3 and Class 2-A6 Certificates), the one-month period beginning
immediately following the end of the preceding Accrual Period (or from the
Cut-off Date, in the case of the first Accrual Period) and ending on the last
day of the month immediately preceding the month in which such Distribution
Date occurs. With respect to any Distribution Date and any Class 2-A3 and
Class 2-A6 Certificates, the period beginning on the Distribution Date in the
calendar month preceding the month in which the related Distribution Date
occurs (or from April 25, 2001, in the case of the first Accrual Period) and
ending on the day immediately preceding the related Distribution Date.

         Accrued Certificate Interest: As to any Class of Certificates (other
than any Principal Only Certificates and the Class A4 Certificates) and any
Component, and any Distribution Date, the product of the Certificate Interest
Rate for such Class of Certificates (or the Component Interest Rate, for such
Component) and the Class Principal Amount (or Class Notional Amount) of such
Class of Certificates (or the Component Principal Amount of such Component)
immediately preceding such Distribution Date, as reduced by such Class's or
Component's share of the interest portion of (i) any Excess Losses for such
Distribution Date and (ii) any Relief Act Reduction, in each case allocable
among the Senior Certificates and, if applicable, the related Component of the
related Certificate Group pro rata based on the Accrued Certificate Interest
otherwise distributable thereto, and allocable to the Subordinate Certificates
pro rata based on interest accrued on their respective Apportioned Principal
Balances. As to the Class A4 Certificates and any Distribution Date, Accrued
Certificate Interest will equal the sum of Accrued Certificate Interest on
each Component thereof. Interest shall be calculated for such Certificates and
Components on the basis of a 360-day year consisting of twelve 30-day months.

         Act:  As defined in Section 3.03(c).

         Additional Collateral:  None.

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

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

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

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

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

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

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

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

         AP Principal Distribution Amount: For any Distribution Date and for
each Mortgage Pool, the sum of the following amounts:

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

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

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

               (4) any amounts described in clauses (1) through (3) for any
          previous Distribution Date that remain unpaid.

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

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

         Assignment of Mortgage: An assignment of the Mortgage, notice of
transfer or equivalent instrument, in recordable form, sufficient under the
laws of the jurisdiction wherein the related Mortgaged Property is located to
reflect the sale of the Mortgage to the Trustee, which assignment, notice of
transfer or equivalent instrument may be in the form of one or more blanket
assignments covering the Mortgage Loans secured by Mortgaged Properties
located in the same jurisdiction, if permitted by law; provided, however, that
the Trustee shall not be responsible for determining whether any such
assignment is in recordable form.

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

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

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

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

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

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

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

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

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

                    (E) all fees and amounts due or reimbursable to the Master
               Servicer, the Trustee, a Custodian or any Servicer pursuant to
               the terms of this Agreement, a Custodial Agreement or the
               applicable Servicing Agreement;

                    (F) any Prepayment Penalty Amounts; and

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

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

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

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

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

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

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

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

         Bankruptcy Loss Limit: As of the Cut-off Date, $186,483, which amount
shall be reduced from time to time by the amount of Bankruptcy Losses
allocated to the Certificates.

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

         Benefit Plan Opinion: An Opinion of Counsel satisfactory to the
Trustee to the effect that any proposed transfer will not (i) cause the assets
of the Trust Fund to be regarded as plan assets for purposes of the Plan Asset
Regulations or (ii) give rise to any fiduciary duty on the part of the
Depositor or the Trustee.

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

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

         Business Day: Any day other than (i) a Saturday or a Sunday, (ii) a
day on which banking institutions in Colorado, Minnesota, Maryland, New York,
New York or, if other than New York, the city in which the Class A4
Certificate Insurer is located, the city in which the Corporate Trust Office
of the Trustee is located, or (iii) with respect to any Remittance Date or any
Servicer reporting date, the States specified in the definition of "Business
Day" in the applicable Servicing Agreement, are authorized or obligated by law
or executive order to be closed.

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

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

         Certificate Group: The Group 1 Certificates or the Group 2
Certificates, as applicable.

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

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

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

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

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

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

         Class A4 Certificate Insurance Policy: The Certificate Guaranty
Insurance Policy No. 35057 dated the Closing Date, including any endorsements
thereto issued by the Class A4 Certificate Insurer to the Trustee for the
benefit of the Holders of the Class A4 Certificates, a copy of which is
attached as Exhibit M hereto.

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

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

         Class A4 Certificate Insurer Default: The occurrence and continuance
of any of the following events:

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

         (b) the Class A4 Certificate Insurer shall have (i) filed a petition
or commenced a case or proceeding under any provision or chapter of the United
States Bankruptcy Code or any other similar federal or state law relating to
insolvency, bankruptcy, rehabilitation, liquidation or reorganization, (ii)
made a general assignment for the benefit of its creditors, or (iii) had an
order for relief entered against it under the United States Bankruptcy Code or
any other similar federal or state law relating to insolvency, bankruptcy,
rehabilitation, liquidation or reorganization that is final and nonappealable;
or

         (c) a court of competent jurisdiction, the Office of the Commissioner
of Insurance of the State of New York or other competent regulatory authority
shall have entered a final and nonappealable order, judgment or decree (i)
appointing a custodian, trustee, agent or receiver for the Class A4
Certificate Insurer or for all or any material portion of its property or (ii)
authorizing the taking of possession by a custodian, trustee, agent or
receiver of the Class A4 Certificate Insurer (or the taking of possession of
all or any material portion of the property of the Class A4 Certificate
Insurer).

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

         Class A4 Policy Payments Account: The separate Eligible Account
created and maintained by the Trustee pursuant to Section 5.07(c) in the name
of the Trustee for the benefit of the Class A4 Certificateholders and
designated, "Wells Fargo Bank, Minnesota National Association, Class A4 Policy
Payments Account in trust for registered holders of Structured Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 2001-6,
Class A4." Funds in the Class A4 Policy Payments Account shall be held in
trust for the benefit of the Class A4 Certificateholders for the uses and
purposes set forth in this Agreement.

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

         Class A4 Reserve Fund: The separate Eligible Account created and
maintained by the Trustee pursuant to Section 4.06 with a depository
institution in the name of the Trustee for the benefit of the Class A4
Certificateholders and designated "Wells Fargo Bank Minnesota, National
Association, Class A4 Reserve Fund in trust for registered holders of
Structured Asset Securities Corporation Mortgage Pass-Through Certificates,
Series 2001-6, Class A4." The Class A4 Reserve Fund shall not be a part of any
REMIC and, for all federal and state income tax purposes, shall be
beneficially owned by Lehman Brothers Inc.

         Class A4 Rounding Account: The separate Eligible Account established
and maintained by the Trustee pursuant to Section 5.06(e) in the name of the
Trustee for the benefit of the Class A4 Certificateholders and designated
"Wells Fargo Bank Minnesota, National Association, Class A4 Rounding Account
in trust for registered holders of Structured Asset Securities Corporation
Mortgage Pass-Through Certificates, Series 2001-6, Class A4." Funds in the
Rounding Account shall be held in trust for the benefit of the Class A4
Certificateholders for the uses and purposes set forth in this Agreement. The
Class A4 Rounding Account shall not be a part of any REMIC and, for all
federal and state income tax purposes, shall be beneficially owned by Lehman
Brothers Inc.

         Class A Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3, Class
1-A5, Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9, Class 1-A10, Class 1-AP,
Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A5, Class 2-A6, Class 2-A7, Class
2-A8, Class 2-AP and Class A4 Certificate.

         Class AP Certificate:  Any Class 1-AP or Class 2-AP Certificate.

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

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

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

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

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

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

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

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

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

         Closing Date:  April 27, 2001.

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

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

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

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

                                                         Initial Component
              Designation                                Principal Amount
         -------------------------------------------  -------------------------

         A4(1) Component                                    $16,000,000
         A4(2) Component                                    $ 9,000,000


         Component Certificate:  Any Class A4 Certificate.

         Component Interest Rate: With respect to each of the A4(1) and A4(2)
Components, 6.75% per annum.

         Component Notional Amount:  Not applicable.

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

         Component Writedown Amount:  Not applicable.

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

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

         Converted Mortgage Loan:  None.

         Convertible Mortgage Loan:  None.

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

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

         Cooperative Loan Documents: As to any Cooperative Loan, (i) the
Cooperative Shares, together with a stock power in blank; (ii) the original
executed Security Agreement and the assignment of the Security Agreement
endorsed in blank; (iii) the original executed Proprietary Lease and the
assignment of the Proprietary Lease endorsed in blank; (iv) the original
executed Recognition Agreement and the assignment of the Recognition Agreement
(or a blanket assignment of all Recognition Agreements) endorsed in blank; (v)
the executed UCC-1 financing statement with evidence of recording thereon,
which has been filed in all places required to 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: For purposes of Certificate Transfers and
surrender is located at Wells Fargo Bank Minnesota, N.A., Sixth and Marquette
Avenue, Minneapolis, Minnesota 55749, and for all other purposes is located at
Wells Fargo Bank Minnesota, N.A., 11000 Broken Land Parkway, Columbia,
Maryland 21044, Attention: Corporate Trust (SASCO 2001-6).

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

         Corresponding Component:  None.

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

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

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

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

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

         Cut-off Date:  April 1, 2001.

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

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

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

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

         Deficiency Amount: The meaning assigned to such term in the Class A4
Certificate Insurance Policy.

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

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

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

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

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

         Designated Rate: With respect to Pool 1, 6.90% per annum and with
respect to Pool 2, 8.50% per annum.

         Determination Date: With respect to each Distribution Date, the day
of the latest Remittance Date immediately preceding such Distribution Date.

         Discount Mortgage Loan: With respect to Pool 1, any Mortgage Loan
with a Net Mortgage Rate less than 6.90% per annum and with respect to Pool 2,
any Mortgage Loan with a Net Mortgage Rate less than 8.50%.

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

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

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

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

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

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

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

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

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

                  (iv)  securities bearing interest or sold at a discount
         issued by any corporation incorporated under the laws of the United
         States of America or any state thereof which have a credit rating
         from each Rating Agency, at the time of investment or the contractual
         commitment providing for such investment, at least equal to one of
         the two highest short-term credit ratings of each Rating Agency;
         provided, however, that securities issued by any particular
         corporation will not be Eligible Investments to the extent that
         investment therein will cause the then outstanding principal amount
         of securities issued by such corporation and held as part of the
         Trust Fund to exceed 20% of the sum of the Aggregate Principal
         Balance and the aggregate principal amount of all Eligible
         Investments in the Certificate Account; provided, further, that such
         securities will not be Eligible Investments if they are published as
         being under review with negative implications from either Rating
         Agency;

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

                  (vi)  a Qualified GIC;

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

                  (viii) any other demand, money market fund, common trust
         fund or time deposit or obligation, or interest-bearing or other
         security or investment (including those managed or advised by the
         Trustee or an Affiliate thereof), (A) rated in the highest rating
         category by each Rating Agency or (B) that would not adversely affect
         the then current rating by either Rating Agency of any of the
         Certificates (in the case of the Class A4 Certificates, determined
         without regard to the Class A4 Certificate Insurance Policy). Such
         investments in this subsection (viii) may include money market mutual
         funds or common trust funds, including any other fund for which Wells
         Fargo Bank Minnesota, N.A., ("Wells Fargo"), the Trustee, the Master
         Servicer or an affiliate thereof serves as an investment advisor,
         administrator, shareholder servicing agent, and/or custodian or
         subcustodian, notwithstanding that (x) Wells Fargo, the Master
         Servicer or an affiliate thereof charges and collects fees and
         expenses from such funds for services rendered, (y) Wells Fargo, the
         Master Servicer or an affiliate thereof charges and collects fees and
         expenses for services rendered pursuant to this Agreement, and (z)
         services performed for such funds and pursuant to this Agreement may
         converge at any time. The Trustee specifically authorizes Wells Fargo
         or an affiliate thereof to charge and collect from the Trustee such
         fees as are collected from all investors in such funds for services
         rendered to such funds (but not to exceed investment earnings
         thereon);

provided, however, that no such instrument shall be an Eligible Investment if
such instrument evidences either (i) a right to receive only interest payments
with respect to the obligations underlying such instrument, or (ii) both
principal and interest payments derived from obligations underlying such
instrument and the principal and interest payments with respect to such
instrument provide a yield to maturity of greater than 120% of the yield to
maturity at par of such underlying obligations, provided that any such
investment will be a "permitted investment" within the meaning of Section
860G(a)(5) of the Code.

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

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

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

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

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

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

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

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

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

         Final Scheduled Distribution Date: For each Class of Group 1
Certificates, May 25, 2031; for each Class of Group 2 Certificates, May 25,
2031; and for the Class A4 Certificates and each Class of Subordinate
Certificates, May 25, 2031.

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

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

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

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

         Fraud Loss Limit: With respect to any Distribution Date (x) prior to
the first anniversary of the Cut-off Date, $7,288,499 less the aggregate of
Fraud Losses since the Cut-off Date, and (y) from the first to the fourth
anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the
Fraud Loss Limit as of the most recent anniversary of the Cut-off Date and (b)
1% of the aggregate principal balance of all the Mortgage Loans as of the most
recent anniversary of the Cut-off Date less (2) the aggregate of Fraud Losses
since the most recent anniversary of the Cut-off Date. On or after the fifth
anniversary of the Cut-off Date, the Fraud Loss Limit shall be zero.

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

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

         Group 1:  All of the Group 1 Certificates.

         Group 1 Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3, Class
1-A5, Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9, Class 1-A10, Class 1-AP
or Class R Certificate and the A4(1) Component of the Class A4 Certificates.

         Group 2:  All of the Group 2 Certificates.

         Group 2 Certificate: Any Class 2-A1, Class 2-A2, Class 2-A3, Class
2-A5, Class 2-A6, Class 2-A7, Class 2-A8, Class 2-AP Certificate and the A4(2)
Component of the Class A4 Certificates.

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

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

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

         Independent: When used with respect to any Accountants, a Person who
is "independent" within the meaning of Rule 2-01(b) of the Securities and
Exchange Commission's Regulation S-X. When used with respect to any other
Person, a Person who (a) is in fact independent of another specified Person
and any Affiliate of such other Person, (b) does not have any material direct
financial interest in such other Person or any Affiliate of such other Person,
and (c) is not connected with such other Person or any Affiliate of such other
Person as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions.

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

         Initial LIBOR Rate:  4.470%.

         Insurance Agreement: The Insurance Agreement dated as of April 1,
2001, among the Depositor, the Seller, the Trustee and the Class A4
Certificate Insurer, a copy of which is attached as Exhibit L hereto.

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

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

         Insured Payment: The meaning assigned to such term in the Class A4
Certificate Insurance Policy.

         Interest Distribution Amount:  Not applicable.

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

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

         Latest Possible Maturity Date:  The Distribution Date in May 2033.

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

         LIBOR: With respect to the first Accrual Period, the Initial LIBOR
Rate. With respect to each subsequent Accrual Period, the per annum rate
determined pursuant to Section 4.05 on the basis of London interbank offered
rate quotations for one-month Eurodollar deposits, as such quotations may
appear on the display designated as page "LIUS01M" on the Bloomberg Financial
Markets Commodities News (or such other page as may replace such page on that
service for the purpose of displaying London interbank offered quotations of
major banks).

         LIBOR Certificate:  Any Class 2-A3 or Class 2-A6 Certificate.

         LIBOR Component:  None.

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

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

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

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

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

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

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

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

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

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

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

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

         Master Servicing Fee Rate:  Not applicable.

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

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

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

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

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

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

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

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

         Mortgage Loan Schedule: The schedule attached hereto as Schedule A,
which shall identify each Mortgage Loan and designate, among other data
fields, the applicable Mortgage Pool in which such Mortgage Loan is included,
the Servicer of such Mortgage Loan and the Retained Interest, if any,
applicable to such Mortgage Loan, as such schedule may be amended from time to
time to reflect the addition of Mortgage Loans to, or the deletion of Mortgage
Loans from, the Trust Fund.

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

         Mortgage Pool:  Any of Pool 1 or Pool 2.

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

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

         Mortgagor:  The obligor on a Mortgage Note.

         Negative Amortization Certificate:  None.

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

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

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

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

         Non-AP Pool Balance: As to each Pool and any Distribution Date, the
sum of the applicable Non-AP Percentage of the Scheduled Principal Balance of
each Mortgage Loan included in such Mortgage Pool.

         Non-AP Senior Certificate: Any Senior Certificate other than the
Class 1-AP or Class 2-AP Certificates.

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

         Non-Discount Mortgage Loan: With respect to Pool 1, any Mortgage Loan
with a Net Mortgage Rate equal to or greater than 6.90% per annum; and with
respect to Pool 2, any Mortgage Loan with a Net Mortgage Rate equal to or
greater than 8.50% per annum.

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

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

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

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

         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 1-A3, Class 1-A5, Class 2-A2, Class
2-A5 or Class 2-A6 Certificate.

         Notional Component:  None.

         Offering Document: Either of the private placement memorandum dated
April 26, 2001 relating to the Class B4, Class B5 and Class B6 Certificates,
or the Prospectus.

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

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

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

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

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

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

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

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

         Placement Agent:  Lehman Brothers Inc.

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

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

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

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

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

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

         Pool PMI Policy:  Not applicable.

         Preference Amount: The meaning assigned to such term in the Class A4
Certificate Insurance Policy.

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

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

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

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

         Principal Amount Schedules:  Not applicable.

         Principal Only Certificate:  Any Class 1-AP or Class 2-AP Certificate.

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

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

         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 April 26, 2001, together
with the accompanying prospectus dated January 26, 2001, relating to each
Class of Certificates other than the Class B4, Class B5 and Class B6
Certificates.

         Purchase Price: With respect to the repurchase of a Mortgage Loan
pursuant to this Agreement, an amount equal to the sum of (a) 100% of the
unpaid principal balance of such Mortgage Loan, (b) accrued interest thereon
at the Mortgage Rate, from the date as to which interest was last paid to (but
not including) the Due Date immediately preceding the related Distribution
Date and (c) any unreimbursed Servicing Advances with respect to such Mortgage
Loan. The Class A4 Certificate Insurer shall be reimbursed from the Purchase
Price for any unpaid Reimbursement Amount due to the Class A4 Certificate
Insurer with respect to such repurchased Mortgage Loan. The Master Servicer or
the applicable Servicer (or the Trustee, if applicable) shall be reimbursed
from the Purchase Price for any Mortgage Loan or related REO Property for any
Advances made with respect to such Mortgage Loan that are reimbursable to the
Master Servicer, such Servicer or the Trustee under this Agreement or the
related Servicing Agreement, as well as any unreimbursed Servicing Advances
and accrued and unpaid Master Servicing Fees or Servicing Fees, as applicable.

         QIB:  As defined in Section 3.03(c).

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

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

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

         (c) provide that if at any time the then current credit standing of
the obligor under such guaranteed investment contract is such that continued
investment pursuant to such contract of funds would result in a downgrading of
any rating of the Certificates (which in the case of the Class A4 Certificates
is determined without regard to the Class A4 Certificate Insurance Policy),
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;

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

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

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

         Qualifying Substitute Mortgage Loan: In the case of a Mortgage Loan
substituted for a Deleted Mortgage Loan, a Mortgage Loan that, on the date of
substitution, (i) has a Scheduled Principal Balance (together with that of any
other mortgage loan substituted for the same Deleted Mortgage Loan) as of the
Due Date in the month in which such substitution occurs not in excess of the
Scheduled Principal Balance of the related Deleted Mortgage Loan, provided,
however, that, to the extent that the Scheduled Principal Balance of such
Mortgage Loan is less than the Scheduled Principal Balance of the related
Deleted Mortgage Loan, then such differential in principal amount, together
with interest thereon at the applicable Mortgage Rate net of the Master
Servicing Fee and the applicable Servicing Fee from the date as to which
interest was last paid through the end of the Due Period in which such
substitution occurs, shall be paid by the party effecting such substitution to
the Trustee for deposit into the Certificate Account, and shall be treated as
a Principal Prepayment hereunder; (ii) has a Net Mortgage Rate not lower than
the Net Mortgage Rate of the related Deleted Mortgage Loan and will be a
Discount Mortgage Loan if the Deleted Mortgage Loan was a Discount Mortgage
Loan or a Non-Discount Mortgage Loan if the Deleted Mortgage Loan was a
Non-Discount Mortgage Loan; (iii) has a remaining stated term to maturity not
longer than, and not more than one year shorter than, the remaining term to
stated maturity of the related Deleted Mortgage Loan; (iv) (A) has a
Loan-to-Value Ratio as of the date of such substitution of not greater than
80%, provided, however, that if the related Deleted Mortgage Loan has a
Loan-to-Value Ratio of greater than 80%, then the Loan-to-Value Ratio of such
substitute Mortgage Loan may be greater than 80% but shall not be greater than
the Loan-to-Value Ratio of the related Deleted Mortgage Loan and (B) the
addition of such substitute Mortgage Loan does not increase the weighted
average Loan-to-Value Ratio of the related Mortgage Pool by more than 5%; (v)
will comply with all of the representations and warranties relating to
Mortgage Loans set forth herein, as of the date as of which such substitution
occurs; (vi) is not a Cooperative Loan unless the related Deleted Mortgage
Loan was a Cooperative Loan; (vii) if applicable, has the same index as and a
margin not less than that of the related Deleted Mortgage Loan; (viii) has not
been delinquent for a period of more than 30 days more than once in the twelve
months immediately preceding such date of substitution; (ix) is covered by a
Primary Mortgage Insurance Policy if the related Deleted Mortgage Loan is so
covered, and the Loan-to-Value Ratio of such Mortgage Loan is greater than
80%; and (x) has a Credit Score not greater than 20 points lower than the
Credit Score of the related Deleted Mortgage Loan, provided, however, that if
the Deleted Mortgage Loan does not have a Credit Score, then such substitute
Mortgage Loan shall have a Credit Score equal to or greater than 700. In the
event that either one mortgage loan is substituted for more than one Deleted
Mortgage Loan or more than one mortgage loan is substituted for one or more
Deleted Mortgage Loans, then (a) the Scheduled Principal Balance referred to
in clause (i) above shall be determined such that the aggregate Scheduled
Principal Balance of all such substitute Mortgage Loans shall not exceed the
aggregate Scheduled Principal Balance of all Deleted Mortgage Loans and (b)
each of (1) the rate referred to in clause (ii) above, (2) the remaining term
to stated maturity referred to in clause (iii) above, (3) the Loan-to-Value
Ratio referred to in clause (iv) above and (4) the Credit Score referred to in
clause (x) above shall be determined on a weighted average basis, provided
that the final scheduled maturity date of any Qualifying Substitute Mortgage
Loan shall not exceed the Final Scheduled Distribution Date of any Class of
Certificates. Whenever a Qualifying Substitute Mortgage Loan is substituted
for a Deleted Mortgage Loan pursuant to this Agreement, the party effecting
such substitution shall certify such qualification in writing to the Trustee.

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

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

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

         Record Date: With respect to any Distribution Date and each Class of
Certificates other than any Class 2-A3 and Class 2-A6 Certificates, the close
of business on the last Business Day of the month immediately preceding the
month in which such Distribution Date occurs with respect to any Distribution
Date and with respect to any Class 2-A3 and Class 2-A6 Certificates, the day
immediately preceding the related Distribution Date.

         Redemption Certificate:  Any Class A4 Certificate.

         Reference Banks:  As defined in Section 4.05.

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

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

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

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

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

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

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

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

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

         Reserve Interest Rate:  As defined in Section 4.05.

         Residual Certificate:  Any Class R Certificate.

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

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

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

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

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

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

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

         Rounding Account:  The Class A4 Rounding Account.

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

         Scheduled Amount:  Not applicable.

         Scheduled Certificate:  None.

         Scheduled Component:  None.

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

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

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

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

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

         Senior Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3, Class
1-A5, Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9, Class 1-A10, Class 1-AP,
Class 2-A1, Class 2-A2, Class 2-A3, Class 2-A5, Class 2-A6, Class 2-A7, Class
2-A8, Class 2-AP, Class A4 or Class R Certificate.

         Senior Percentage: With respect to each Mortgage Pool and any
Distribution Date, the percentage equivalent of the fraction, the numerator of
which is the aggregate of the Certificate Principal Amounts of the Class 1-A1,
Class 1-A2, Class 1-A6, Class 1-A7, Class 1-A8, Class 1-A9, Class 1-A10, Class
R Certificates and the A4(1) Component of the Class A4 Certificate, in the
case of Pool 1, the Class 2-A1, Class 2-A3, Class 2-A7, Class 2-A8 and the
A4(2) Component of the Class A4 Certificate, in the case of Pool 2,
immediately prior to such Distribution Date and the denominator of which is
the related Non-AP Pool Balance for the immediately preceding Distribution
Date.

         Senior Prepayment Percentage: With respect to each Mortgage Pool and
any Distribution Date occurring during the five years beginning on the first
Distribution Date, 100%. With respect to each Mortgage Pool and for any
Distribution Date occurring on or after the fifth anniversary of the first
Distribution Date, the related Senior Percentage plus the following percentage
of the related Subordinate Percentage for such Distribution Date: for any
Distribution Date in the first year thereafter, 70%; for any Distribution Date
in the second year thereafter, 60%; for any Distribution Date in the third
year thereafter, 40%; for any Distribution Date in the fourth year thereafter,
20%; and for any subsequent Distribution Date, 0%; provided, however, that if
on any of the foregoing Distribution Dates the Senior Percentage for any
Mortgage Pool exceeds the initial Senior Percentage for such Mortgage Pool,
the Senior Prepayment Percentage for any Mortgage Pool for such Distribution
Date shall once again equal 100% for such Distribution Date.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Special Hazard Loss Limit: As of the Cut-off Date, $7,534,940, which
amount shall be reduced from time to time to an amount equal on any
Distribution Date to the lesser of (a) the greatest of (i) 1% of the aggregate
of the Scheduled Principal Balances of the Mortgage Loans; (ii) twice the
Scheduled Principal Balance of the Mortgage Loan having the highest Scheduled
Principal Balance, and (iii) the aggregate Scheduled Principal Balances of the
Mortgage Loans secured by Mortgaged Properties located in the single
California postal zip code area having the highest aggregate Scheduled
Principal Balance of Mortgage Loans of any such postal zip code area and (b)
the Special Hazard Loss Limit as of the Closing Date less the amount, if any,
of Special Hazard Losses incurred with respect to Mortgage Loans since the
Closing Date.

         Specified Rating:  Not applicable.

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

         Subordinate Certificate:  Any Class B Certificate.

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

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

         Subordinate Component Percentage:  Not applicable.

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

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

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

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

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

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

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

         TAC Amount:  Not applicable.

         TAC Certificate:  None.

         TAC Component:  None.

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

         Termination Price:  As defined in Section 7.01 hereof.

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

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

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

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

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

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

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

         Undercollateralization Distribution:  As defined in Section 5.02(f)(2).

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

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

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

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

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

                                  Article II

                             DECLARATION OF TRUST;
                           ISSUANCE OF CERTIFICATES

         Section 2.01. Creation and Declaration of Trust Fund; Conveyance of
Mortgage Loans. (a) Concurrently with the execution and delivery of this
Agreement, the Depositor does hereby transfer, assign, set over, deposit with
and otherwise convey to the Trustee, without recourse, subject to Sections
2.02, 2.04, 2.05 and 2.06, in trust, all the right, title and interest of the
Depositor in and to the Mortgage Loans. Such conveyance includes, without
limitation, the right to all distributions of principal and interest received
on or with respect to the Mortgage Loans on and after the Cut-off Date (other
than payments of principal and interest due on or before such date) and all
such payments due after such date but received prior to such date and intended
by the related Mortgagors to be applied after such date, together with all of
the Depositor's right, title and interest in and to the Collection Account and
all amounts from time to time credited to and the proceeds of the Collection
Account, the Certificate Account and all amounts from time to time credited to
and the proceeds of the Certificate Account, any Escrow Account established
pursuant to Section 9.06 hereof and all amounts from time to time credited to
and the proceeds of any such Escrow Account, any REO Property and the proceeds
thereof, the Depositor's rights under any Insurance Policies related to the
Mortgage Loans, and the Depositor's security interest in any collateral
pledged to secure the Mortgage Loans, including the Mortgaged Properties and
any Additional Collateral, and any proceeds of the foregoing, to have and to
hold, in trust; and the Trustee declares that, subject to the review provided
for in Section 2.02, it has received and shall hold the Trust Fund, as
trustee, in trust, for the benefit and use of the Holders of the Certificates
and for the purposes and subject to the terms and conditions set forth in this
Agreement, and, concurrently with such receipt, has caused to be executed,
authenticated and delivered to or upon the order of the Depositor, in exchange
for the Trust Fund, Certificates in the authorized denominations evidencing
the entire ownership of the Trust Fund. In addition, the Depositor has caused
the Class A4 Certificate Insurer to deliver the Class A4 Certificate Insurance
Policy for the benefit of the Class A4 Certificateholders and has made an
initial deposit to the Class A4 Reserve Fund of $2,000.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (e) Nothing in this Agreement shall be construed to constitute an
assumption by the Trust Fund, the Trustee, the Certificateholders or the Class
A4 Certificate Insurer of any unsatisfied duty, claim or other liability on
any Mortgage Loan or to any Mortgagor.

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

         Section 2.03. Representations and Warranties of the Depositor. (a)
The Depositor hereby represents and warrants to the Trustee, for the benefit
of Certificateholders, to the Class A4 Certificate Insurer and to the Master
Servicer, as of the Closing Date or such other date as is specified, that:

               (1) the Depositor is a corporation duly organized, validly
          existing and in good standing under the laws governing its creation
          and existence and has full corporate power and authority to own its
          property, to carry on its business as presently conducted, to enter
          into and perform its obligations under this Agreement, and to create
          the trust pursuant hereto;

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

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

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

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

               (6) immediately prior to the transfer and assignment of the
          Mortgage Loans to the Trustee, the Depositor was the sole owner of
          record and holder of each Mortgage Loan, and the Depositor had good
          and marketable title thereto, and had full right to transfer and
          sell each Mortgage Loan to the Trustee free and clear, subject only
          to (1) liens of current real property taxes and assessments not yet
          due and payable and, if the related Mortgaged Property is a
          condominium unit, any lien for common charges permitted by statute,
          (2) covenants, conditions and restrictions, rights of way, easements
          and other matters of public record as of the date of recording of
          such Mortgage acceptable to mortgage lending institutions in the
          area in which the related Mortgaged Property is located and
          specifically referred to in the lender's Title Insurance Policy or
          attorney's opinion of title and abstract of title delivered to the
          originator of such Mortgage Loan, and (3) such other matters to
          which like properties are commonly subject which do not,
          individually or in the aggregate, materially interfere with the
          benefits of the security intended to be provided by the Mortgage, of
          any encumbrance, equity, participation interest, lien, pledge,
          charge, claim or security interest, and had full right and
          authority, subject to no interest or participation of, or agreement
          with, any other party, to sell and assign each Mortgage Loan
          pursuant to this Agreement.

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

         Section 2.04. Discovery of Breach. It is understood and agreed that
the representations and warranties (i) set forth in Section 2.03, (ii) of
Lehman Capital set forth in the Mortgage Loan Sale Agreement and assigned to
the Trustee by the Depositor hereunder and (iii) of each Transferor, assigned
by Lehman Capital to the Depositor pursuant to the Mortgage Loan Sale
Agreement and assigned to the Trustee by the Depositor hereunder shall each
survive delivery of the Mortgage Files and the Assignment of Mortgage of each
Mortgage Loan to the Trustee and shall continue throughout the term of this
Agreement. Upon discovery by either the Depositor, the Master Servicer, the
Trustee or the Class A4 Certificate Insurer of a breach of any of such
representations and warranties that adversely and materially affects the value
of the related Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties. Within 90 days of the discovery of
a breach of any representation or warranty given to the Trustee and the Class
A4 Certificate Insurer by the Depositor, any Transferor or Lehman Capital and
assigned to the Trustee, the Depositor, such Transferor or Lehman Capital, as
applicable, shall either (a) cure such breach in all material respects, (b)
repurchase such Mortgage Loan or any property acquired in respect thereof from
the Trustee at the Purchase Price or (c) within the two year period following
the Closing Date, substitute a Qualifying Substitute Mortgage Loan for the
affected Mortgage Loan. In the event of discovery of a breach of any
representation and warranty of any Transferor assigned to the Trustee, the
Trustee shall enforce its rights under the applicable Transfer Agreement and
the Mortgage Loan Sale Agreement for the benefit of Certificateholders. As
provided in the Mortgage Loan Sale Agreement, if any Transferor substitutes
for a Mortgage Loan for which there is a breach of any representations and
warranties in the related Transfer Agreement which adversely and materially
affects the value of such Mortgage Loan and such substitute mortgage loan is
not a Qualifying Substitute Mortgage Loan, under the terms of the Mortgage
Loan Sale Agreement, Lehman Capital will, in exchange for such Substitute
Mortgage Loan, (i) provide the applicable Purchase Price for the affected
Mortgage Loan or (ii) within two years of the Closing Date, substitute such
affected Mortgage Loan with a Qualifying Substitute Mortgage Loan.

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

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

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

         Section 2.06. Grant Clause. (a) It is intended that the conveyance of
the Depositor's right, title and interest in and to property constituting the
Trust Fund pursuant to this Agreement shall constitute, and shall be construed
as, a sale of such property and not a grant of a security interest to secure a
loan. However, if such conveyance is deemed to be in respect of a loan, it is
intended that: (1) the rights and obligations of the parties shall be
established pursuant to the terms of this Agreement; (2) the Depositor hereby
grants to the Trustee for the benefit of the Holders of the Certificates and
the Class A4 Certificate Insurer a first priority security interest in all of
the Depositor's right, title and interest in, to and under, whether now owned
or hereafter acquired, the Trust Fund and all proceeds of any and all property
constituting the Trust Fund to secure payment of the Certificates; and (3)
this Agreement shall constitute a security agreement under applicable law. If
such conveyance is deemed to be in respect of a loan and the Trust created by
this Agreement terminates prior to the satisfaction of the claims of any
Person holding any Certificate, the security interest created hereby shall
continue in full force and effect and the Trustee shall be deemed to be the
collateral agent for the benefit of such Person, and all proceeds shall be
distributed as herein provided.

         (b) The Trustee shall, to the extent consistent with this Agreement,
take such reasonable actions as may be necessary to ensure that, if this
Agreement were deemed to create a security interest in the Mortgage Loans and
the other property described above, such security interest would be deemed to
be a perfected security interest of first priority under applicable law and
will be maintained as such throughout the term of this Agreement. The
Depositor will, at its own expense, make all initial filings on or about the
Closing Date and shall forward a copy of such filing or filings to the
Trustee. Without limiting the generality of the foregoing, the Depositor shall
prepare or cause the Master Servicer to prepare and forward for filing, or
shall cause to be forwarded for filing, at the expense of the Depositor, all
filings necessary to maintain the effectiveness of any original filings
necessary under the relevant UCC to perfect the Trustee's security interest in
or lien on the Mortgage Loans, including without limitation (x) continuation
statements, and (y) such other statements as may be occasioned by (1) any
change of name of the Seller, the Depositor or the Trustee, (2) any change of
location of the place of business or the chief executive office of the Seller
or the Depositor, (3) any transfer of any interest of the Seller or the
Depositor in any Mortgage Loan or (4) any change under the relevant UCC or
other applicable laws.

                                 Article III

                               THE CERTIFICATES

         Section 3.01. The Certificates. (a) The Certificates shall be
issuable in registered form only and shall be securities governed by Article 8
of the New York Uniform Commercial Code. The Book-Entry Certificates will be
evidenced by one or more certificates, beneficial ownership of which will be
held in the dollar denominations in Certificate Principal Amount or Notional
Principal Amount, as applicable, or in the Percentage Interests, specified
herein. Each Class of Book-Entry Certificates shall be issued in the minimum
denominations in Certificate Principal Amount (or Notional Amount) or
Percentage Interest specified in the Preliminary Statement hereto and in
integral multiples of $1 or 5% (in the case of Certificates issued in
Percentage Interests) in excess thereof. Each Class of Non-Book Entry
Certificates other than the Residual Certificate shall be issued in
definitive, fully registered form in the minimum denominations in Certificate
Principal Amount (or Notional Amount) specified in the Preliminary Statement
hereto and in integral multiples of $1 in excess thereof. The Residual
Certificate shall be issued as a single Certificate and maintained in
definitive, fully registered form in a minimum denomination equal to 100% of
the Percentage Interest of such Class. The Certificates may be issued in the
form of typewritten certificates. One Certificate of each Class of
Certificates other than any Class of Residual Certificates may be issued in
any denomination in excess of the minimum denomination.

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

         (c) The Class B4, Class B5 or Class B6 Certificates offered and sold
in reliance on the exemption from registration under Rule 144A shall be issued
initially in the form of one or more permanent global Certificates in
definitive, fully registered form without interest coupons with the applicable
legends set forth in Exhibit A added to the forms of such Certificates (each,
a "Restricted Global Security"), which shall be deposited on behalf of the
subscribers for such Certificates represented thereby with the Trustee, as
custodian for DTC and registered in the name of a nominee of DTC, duly
executed and authenticated by the Trustee as hereinafter provided. The
aggregate principal amounts of the Restricted Global Securities may from time
to time be increased or decreased by adjustments made on the records of the
Trustee or DTC or its nominee, as the case may be, as hereinafter provided.

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

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

         Section 3.03. Transfer and Exchange of Certificates. (a) A
Certificate (other than Book-Entry Certificates which shall be subject to
Section 3.09 hereof) may be transferred by the Holder thereof only upon
presentation and surrender of such Certificate at the office of the
Certificate Registrar duly endorsed or accompanied by an assignment duly
executed by such Holder or his duly authorized attorney in such form as shall
be satisfactory to the Certificate Registrar. Upon the transfer of any
Certificate in accordance with the preceding sentence, the Trustee shall
execute, and the Trustee or any Authenticating Agent shall authenticate and
deliver to the transferee, one or more new Certificates of the same Class and
evidencing, in the aggregate, the same aggregate Certificate Principal Amount
as the Certificate being transferred. No service charge shall be made to a
Certificateholder for any registration of transfer of Certificates, but the
Certificate Registrar may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any registration
of transfer of Certificates.

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

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

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

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

               (2) The Certificate Registrar shall register the transfer of a
          Restricted Certificate if the requested transfer is being made to an
          "accredited investor" under Rule 501(a)(1), (2), (3) or (7) under
          the Act by a transferor who furnishes to the Trustee a letter of the
          transferee substantially in the form of Exhibit G hereto.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         Section 3.07. Temporary Certificates. (a) Pending the preparation of
definitive Certificates, upon the order of the Depositor, the Trustee shall
execute and shall authenticate and deliver temporary Certificates that are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the definitive
Certificates in lieu of which they are issued and with such variations as the
authorized officers executing such Certificates may determine, as evidenced by
their execution of such Certificates.

         (b) If temporary Certificates are issued, the Depositor will cause
definitive Certificates to be prepared without unreasonable delay. After the
preparation of definitive Certificates, the temporary Certificates shall be
exchangeable for definitive Certificates upon surrender of the temporary
Certificates at the office or agency of the Trustee without charge to the
Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Trustee shall execute and authenticate and deliver in
exchange therefor a like aggregate Certificate Principal Amount of definitive
Certificates of the same Class in the authorized denominations. Until so
exchanged, the temporary Certificates shall in all respects be entitled to the
same benefits under this Agreement as definitive Certificates of the same
Class.

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

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

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

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

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

               (4) the rights of Certificate Owners shall be exercised only
          through the Clearing Agency and the Clearing Agency Participants and
          shall be limited to those established by law and agreements between
          such Certificate Owners and the Clearing Agency and/or the Clearing
          Agency Participants. Unless and until Definitive Certificates are
          issued pursuant to Section 3.09(c), the initial Clearing Agency will
          make book-entry transfers among the Clearing Agency Participants and
          receive and transmit distributions of principal of and interest on
          the Book-Entry Certificates to such Clearing Agency Participants.

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

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

                                  Article IV

                       ADMINISTRATION OF THE TRUST FUND

         Section 4.01. Collection Account. (a) On the Closing Date, the Master
Servicer shall open and shall thereafter maintain a segregated account held in
trust (the "Collection Account"), entitled "Aurora Loan Services Inc., as
Master Servicer, in trust for the benefit of the Holders of Structured Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 2001-6." 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 30 days and transfer all funds on deposit in such existing Collection
Account into such new Collection Account.

         (c) The Master Servicer shall give to the Trustee prior written
notice of the name and address of the depository institution at which the
Collection Account is maintained and the account number of such Collection
Account. No later than 3:00 p.m. on each Deposit Date, the entire amount on
deposit in the Collection Account (subject to permitted withdrawals set forth
in Section 4.02), excluding such amounts not included in the Available
Distribution Amount for such Distribution Date pursuant to clauses (a) through
(g) of paragraph (i) of the definition thereof, shall be remitted to the
Trustee for deposit into the Certificate 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 Trustee for deposit
into the Certificate Account.

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

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

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

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

               (4) all Insurance Proceeds;

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

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

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

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

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

               (2) to reimburse itself or any Servicer for any Servicing
          Advances made by it or by such Servicer that it determines in good
          faith will not be recoverable from amounts representing late
          recoveries of payments of principal or interest respecting the
          particular Mortgage Loan as to which such Servicing Advance was made
          or from Liquidation Proceeds or Insurance Proceeds with respect to
          such Mortgage Loan, it being understood, in the case of any such
          reimbursement, that such Master Servicer's or Servicer's right
          thereto shall be prior to the rights of the Certificateholders;

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

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

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

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

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

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

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

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

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

              (12) to reimburse a successor Master Servicer (solely in its
          capacity as successor Master Servicer), for any fee, expense or
          advance occasioned by a termination of the Master Servicer, and the
          assumption of such duties by the Trustee 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 Trustee
          thereto shall be prior to the rights of the Certificateholders; and

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

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

         In connection with withdrawals pursuant to subclauses (1), (3), (4)
and (6) above, the Master Servicer's or Servicer's entitlement thereto is
limited to collections or other recoveries on the related Mortgage Loan. The
Master Servicer shall therefore keep and maintain a separate accounting for
each Mortgage Loan it master services for the purpose of justifying any
withdrawal from the Collection Account it maintains pursuant to such subclause
(1), (3), (4) and (6) above.

         Section 4.03. Reports to Certificateholders. (a) On each Distribution
Date, the Trustee shall have prepared (based solely on information provided by
the Master Servicer) and shall make available to the Trustee, each
Certificateholder and the Class A4 Certificate Insurer a written report
setting forth the following information, by Mortgage Pool and Certificate
Group (on the basis of Mortgage Loan level information obtained from the
Servicers and the Master Servicer):

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

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

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

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

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

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

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

               (8) the amount of Servicing Fees paid during the Due Period to
          which such distribution relates;

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

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

              (11) 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;

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

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

              (14) 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);

              (15) any Insured Payments made in respect of Class A4
          Guaranteed Distributions paid under the Class A4 Certificate
          Insurance Policy;

              (16) any amounts withdrawn from the Class A4 Reserve Fund
          pursuant to Section 4.06 for that Distribution Date; and

              (17) any other information for any Mortgage Loans that are
          delinquent three or more months and any REO Property held by the
          Trustee that is reported by the Master Servicer to the Trustee.

         In the case of information furnished pursuant to subclauses (1), (2)
and (7) above, the amounts shall be expressed as a dollar amount per $1,000 of
original principal amount of Certificates.

         The Trustee will make such report and additional loan level
information (and, at its option, any additional files containing the same
information in an alternative format) available each month to
Certificateholders, the Class A4 Certificate Insurer and the Rating Agencies
via the Trustee's internet website. The Trustee's internet website shall
initially be located at "www.ctslink.com". Assistance in using the website can
be obtained by calling the Trustee's customer service desk at (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 Trustee 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 Trustee 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 Trustee based solely on Mortgage Loan data provided to the
Trustee by the Master Servicer (in a format agreed to by the Trustee and the
Master Servicer) no later than 12:00 p.m. (noon) Eastern Standard Time four
Business Days prior to the Distribution Date. In preparing or furnishing the
Mortgage Loan data to the Trustee, the Master Servicer shall be entitled to
rely conclusively on the accuracy of the information or data regarding the
Mortgage Loans and the related REO Property that has been provided to the
Master Servicer by each Servicer, and the Master Servicer shall not be
obligated to verify, recompute, reconcile or recalculate any such information
or data. The Trustee 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.

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

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

         Section 4.04. Certificate Account. (a) The Trustee shall establish
and maintain in its name, as trustee, a trust account (the "Certificate
Account"), to be held in trust for the benefit of the Certificateholders and
the Class A4 Certificate Insurer until disbursed pursuant to the terms of this
Agreement. The Certificate Account shall be an Eligible Account. If the
existing Certificate Account ceases to be an Eligible Account, the Trustee
shall establish a new Certificate Account that is an Eligible Account within
20 Business Days and transfer all funds on deposit in such existing
Certificate Account into such new Certificate Account. The Certificate Account
shall relate solely to the Certificates issued hereunder and funds in the
Certificate Account shall be held separate and apart from and shall not be
commingled with any other monies including, without limitation, other monies
of the Trustee held under this Agreement.

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

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

               (2) to pay itself any investment income earned with respect to
          funds in the Certificate Account invested in Eligible Investments as
          set forth in subsection (c) below, and to make payments to itself
          prior to making distributions pursuant to Section 5.02 for any
          expenses or other indemnification owing to the Trustee and others
          pursuant to any provision of this Agreement;

               (3) to make payments of the Master Servicing Fee (to the extent
          not already withheld or withdrawn from the Collection Account by the
          Master Servicer) to the Master Servicer;

               (4) to make distributions to the Certificateholders and the
          Class A4 Certificate Insurer pursuant to Article V; and

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

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

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

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

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

               (3) If on any LIBOR Determination Date the Trustee is required
          but is unable to determine the Reserve Interest Rate in the manner
          provided in paragraph (ii) above, LIBOR for the next Accrual Period
          will be LIBOR as determined on the previous LIBOR Determination Date
          or, in the case of the first LIBOR Determination Date, the Initial
          LIBOR Rate.

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

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

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

         Section 4.06. The Class A4 Reserve Fund. (a) The Trustee shall
establish and maintain the Class A4 Reserve Fund, which shall be an Eligible
Account into which there shall have been deposited the amount of $2,000 on the
Closing Date. No additional funds will be deposited in the Class A4 Reserve
Fund after the Closing Date. All funds deposited in the Class A4 Reserve Fund,
other than investment earnings thereon which shall be released by the Trustee
to Lehman Brothers Inc. from time to time by written order, shall be held in
trust for the benefit of the Holders of the Class A4 Certificates until
withdrawn in accordance with Section 5.02(d). The amount of any losses
incurred in respect of any such investments shall be paid by Lehman Capital
for deposit in the Class A4 Reserve Fund out of its own funds, without any
right of reimbursement therefor, immediately as realized. The Class A4 Reserve
Fund shall be an "outside reserve fund" under the REMIC Provisions. Lehman
Brothers Inc. shall be the beneficial owner of the Class A4 Reserve Fund for
federal and state income tax purposes. The Trustee, upon the instructions of
the Depositor, may invest, or cause to be invested, funds in the Class A4
Reserve Fund in Eligible Investments (which may be the obligation of the
Trustee).

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

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

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

                                  Article V

                   DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

         Section 5.01. Distributions Generally. (a) Subject to Section 7.01
respecting the final distribution on the Certificates, on each Distribution
Date the Trustee or the Paying Agent shall make distributions in accordance
with this Article V. Such distributions shall be made by check mailed to each
Certificateholder's address as it appears on the Certificate Register of the
Certificate Registrar (which shall initially be the Trustee) or, upon written
request made to the Trustee at least three Business Days prior to the related
Distribution Date to any Certificateholder owning an aggregate initial
Certificate Principal Amount of at least $2,500,000, or, in the case of the
Notional Certificates and Principal Only Certificates, a Percentage Interest
of more than 25%, by wire transfer in immediately available funds to an
account specified in the request and at the expense of such Certificateholder;
provided, however, that the final distribution in respect of any Certificate
shall be made only upon presentation and surrender of such Certificate at the
Corporate Trust Office. Wire transfers will be made at the expense of the
Holder requesting such wire transfer by deducting a wire transfer fee from the
related distribution. Notwithstanding such final payment of principal of any
of the Certificates, each Residual Certificate will remain outstanding until
the termination of each REMIC and the payment in full of all other amounts due
with respect to the Residual Certificate and at such time such final payment
in retirement of any Residual Certificate will be made only upon presentation
and surrender of such Certificate at the Corporate Trust Office of the
Trustee. If any payment required to be made on the Certificates is to be made
on a day that is not a Business Day, then such payment will be made on the
next succeeding Business Day. Payments to the Class A4 Certificate Insurer
shall in all cases be made by wire transfer of immediately available funds.

         (b) All distributions or allocations made with respect to
Certificateholders within each Class on each Distribution Date shall be
allocated among the outstanding Certificates in such Class equally in
proportion to their respective initial Certificate Principal Amounts (or
initial Notional Amounts), except for amounts redeemed in respect of the
Redemption Certificate pursuant to Sections 5.06(a) and (d).

         Section 5.02. Distributions from the Certificate Account. (a) On each
Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee)
shall withdraw from the Certificate Account the Available Distribution Amount
with respect to each Mortgage Pool, and shall distribute such amount to the
Class A4 Certificate Insurer, and to the Holders of record of each Class of
Certificates, in the following order of priority:

               (1) from the Available Distribution Amount for each Mortgage
          Pool, the Aggregate Class A4 Certificate Insurance Premium;

               (2) from the Available Distribution Amount for each Mortgage
          Pool, to each Class of Senior Certificates or Component in the
          related Certificate Group (other than any related Class of Principal
          Only Certificates), the Accrued Certificate Interest thereon for
          such Distribution Date, as reduced by such Class's or Component's
          allocable share of any Net Prepayment Interest Shortfalls for the
          related Mortgage Pool for such Distribution Date; provided, however,
          that any shortfall in available amounts for each Mortgage Pool shall
          be allocated among the Classes or Component of the related
          Certificate Group in proportion to the amount of Accrued Certificate
          Interest (as so reduced) that would otherwise be distributable
          thereon;

               (3) from the Available Distribution Amount for each Mortgage
          Pool, to each Class of Senior Certificates or Component in the
          related Certificate Group (other than any related Class of Principal
          Only Certificates), any related Interest Shortfall for such
          Distribution Date; provided, however, that any shortfall in
          available amounts for each Mortgage Pool shall be allocated among
          the Classes or Component of the related Certificate Group in
          proportion to the Interest Shortfall for each such Class or
          Component on such Distribution Date;

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

                    (A) to the Class 1-A1, Class 1-A2, Class 1-A6, Class 1-A7,
               Class 1-A8, Class 1-A9, Class 1-A10, Class 1-AP and Class R
               Certificates and to the A4(1) Component, from the Available
               Distribution Amount for Pool 1 for such Distribution Date, in
               reduction of their respective Class Principal Amounts or
               Component Principal Amount, concurrently, as follows:

                                        (i)   to the Class 1-A1, Class 1-A2,
                                    Class 1-A6, Class 1-A7, Class 1-A8, Class
                                    1-A9, Class 1-A10 and Class R Certificates
                                    and the A4(1) Component, in an amount up
                                    to the Senior Principal Distribution
                                    Amount for Pool 1 for such Distribution
                                    Date, in the following order of priority:

                                               (a)  to the Class R Certificate,
                                            until its Class Principal Amount
                                            has been reduced to zero;

                                               (b)  if the Distribution Date
                                            occurs on or after the
                                            Distribution Date in May 2004, an
                                            amount up to $16,000 for such
                                            Distribution Date to the A4(1)
                                            Component until the Component
                                            Principal Amount of such Component
                                            has been reduced to zero;

                                               (c)  to the Class 1-A1, Class
                                            1-A2, Class 1-A6, Class 1-A7,
                                            Class 1-A8, Class 1-A9, Class
                                            1-1A0 Certificates until a total
                                            of $1,520,000 has been distributed
                                            under this clause 4(A)(i)(c) for
                                            such Distribution Date,
                                            concurrently, as follows:

                                                        (I)  90.00% of the
                                                     amount distributable
                                                     pursuant to clause
                                                     (4)(A)(i)(c),
                                                     sequentially, to the
                                                     Class 1-A1 and Class 1-A2
                                                     Certificates in that
                                                     order, until their Class
                                                     Principal Amounts have
                                                     been reduced to zero; and

                                                       (II)   10.00% of the
                                                     amount distributable
                                                     pursuant to clause (4)(A)
                                                     (i)(c), concurrently, as
                                                     follows;

                                                                (A) 63.85% of
                                                              the amount
                                                              distributable
                                                              under clause
                                                              (4)(A)(i)(II),
                                                              sequentially, to
                                                              the Class 1-A6
                                                              and Class 1-A7
                                                              Certificates, in
                                                              that order,
                                                              until their
                                                              Class Principal
                                                              Amounts have
                                                              been reduced to
                                                              zero; and

                                                                (B)  36.15% of
                                                              the amount
                                                              distributable
                                                              under clause (4)
                                                              (A)(i)(c)(II),
                                                              sequentially, to
                                                              the Class 1-A8,
                                                              Class 1-A9 and
                                                              Class 1-A10
                                                              Certificates, in
                                                              that order, until
                                                              their Class
                                                              Principal Amounts
                                                              have been reduced
                                                              to zero.

                                               (d)  to the Class 1-A6, Class
                                            1-A7, Class 1-A8, Class 1-A9 and
                                            Class 1-A10 Certificates, any
                                            remaining Senior Principal
                                            Distribution Amount for Pool 1,
                                            concurrently, as follows:

                                                        (I)  63.85% of the
                                                     amount distributable
                                                     under clause
                                                     (4)(A)(i)(d),
                                                     sequentially, to the
                                                     Class 1-A6 and Class 1-A7
                                                     Certificates, in that
                                                     order, until their Class
                                                     Principal Amount has been
                                                     reduced to zero; and

                                                       (II)  36.15% of the
                                                     amount distributable
                                                     under clause
                                                     (4)(A)(i)(d),
                                                     sequentially, to the
                                                     Class 1-A8, Class 1-A9
                                                     and Class 1-A10
                                                     Certificates, in that
                                                     order, until their Class
                                                     Principal Amounts have
                                                     been reduced to zero;

                                               (e) to the Class 1-A1 and Class
                                            1-A2 Certificates, sequentially,
                                            in that order, until their Class
                                            Principal Amounts have been
                                            reduced to zero; and

                                               (f) to the A4(1) Component,
                                            until the Component Principal
                                            Amount of such Component has been
                                            reduced to zero;

                                       (ii) to the Class 1-AP Certificate, the
                                    AP Principal Distribution Amount for Pool
                                    1 for such Distribution Date, until its
                                    Class Principal Amount has been reduced to
                                    zero;

                              (B)   to the Class 2-A1, Class 2-A3, Class 2-A7,
                           Class 2-A8 and Class 2-AP-Certificates, in
                           reduction of their Class Principal Amounts, and to
                           the A4(2) Component, in reduction of its Component
                           Principal Amount, from the Available Distribution
                           Amount for Pool 2, concurrently, as follows:

                                        (i)  to the Class 2-A1, Class 2-A3,
                                    Class 2-A7 and Class 2-A8 Certificates and
                                    the A4(2) Component, in an amount up to
                                    the Senior Distribution Amount for Pool 2,
                                    in the following order of priority:

                                               (a) if the Distribution Date
                                            occurs on or after the
                                            Distribution Date in May 2004, an
                                            amount up to $9,000 for such
                                            Distribution Date, to the A4(2)
                                            Component until the Component
                                            Principal Amount of such Component
                                            has been reduced to zero;

                                               (b) to the Class 2-A1, Class
                                            2-A3, Class 2-A7 and Class 2-A8
                                            Certificates, until a total of
                                            $890,000 has been distributed
                                            under this clause (4)(B)(i)(b) for
                                            such Distribution Date,
                                            concurrently, as follows:

                                                       (I)  90.00% of the
                                                     amount distributable
                                                     pursuant to clause
                                                     (4)(B)(i)(b),
                                                     sequentially, to the
                                                     Class 2-A1, Class 2-A7
                                                     and Class 2-A8
                                                     Certificates, in that
                                                     order, until their Class
                                                     Principal Amounts have
                                                     been reduced to zero; and

                                                       (II) 10.00% of the
                                                     amount distributable
                                                     pursuant to clause
                                                     (4)(B)(i)(b) to the Class
                                                     2-A3 Certificates, until
                                                     their Class Principal
                                                     Amount has been reduced
                                                     to zero;

                                               (c) sequentially, to the Class
                                            2-A3, Class 2-A1, Class 2-A7, and
                                            Class 2-A8 Certificates, in that
                                            order, until their Class Principal
                                            Amounts have been reduced to zero;
                                            and

                                               (d) to the A4(2) Component,
                                            until the Component Principal
                                            Amount of such Component has been
                                            reduced to zero; and

                               (ii) to the Class 2-AP Certificate, the AP
                           Principal Distribution Amount for Pool 2 for such
                           Distribution Date, until its Class Principal Amount
                           has been reduced to zero;

                    (5) to the Class 1-AP and Class 2-AP Certificates, to the
               extent of the remaining Available Distribution Amount for both
               Mortgage Pools, the Class AP Deferred Amount for such Class and
               Distribution Date, until the Class Principal Amount thereof has
               been reduced to zero; provided, however, that (A) distributions
               pursuant to this priority shall not exceed the aggregate
               Subordinate Principal Distribution Amount for both Mortgage
               Pools for such date; (B) such amounts will not reduce the Class
               Principal Amounts of such Classes; and (C) in the event the
               aggregate Subordinate Principal Distribution Amount for both
               Mortgage Pools is insufficient to fully pay the Class AP
               Deferred Amount for the Class 1-AP and Class 2-AP Certificates,
               such amount shall be distributed pro rata to such Classes on
               the basis of their respective Class AP Deferred Amounts;

                    (6) from the Available Distribution Amount for each
               Mortgage Pool, to the Class A4 Certificate Insurer, any
               unreimbursed Insured Payments, plus all amounts due to the
               Class A4 Certificate Insurer under the Insurance Agreement,
               together with interest thereon at the rate specified in the
               Insurance Agreement (collectively, the "Reimbursement
               Amounts"); and

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

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

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

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

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

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

                         (F) to the Class B2 Certificates, in reduction of the
                    Certificate Principal Amount thereof, such Class's
                    Subordinate Class Percentage of each Subordinate Principal
                    Distribution Amount for such Distribution Date, except as
                    provided in Section 5.02(c), until the Class Principal
                    Amount thereof has been reduced to zero;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         (f) (1) On each Distribution Date prior to the Credit Support
Depletion Date but after the date on which the aggregate Certificate Principal
Amount or Component Principal Amount of the Non-AP Senior Certificates or the
related Component of any Certificate Group has been reduced to zero, amounts
otherwise distributable as principal on each Class of Subordinate Certificates
pursuant to Section 5.02(a)(7), in reverse order of priority, in respect of
such Class's Subordinate Class Percentage of the Subordinate Principal
Distribution Amount for the Mortgage Pool relating to such retired
Certificates, shall be distributed as principal to the Non-AP Senior
Certificates or Components (other than any Notional Certificates) remaining
outstanding pursuant to Section 5.02(a)(4), until the Class Principal Amounts
or Component Principal Amounts thereof have been reduced to zero, provided
that on such Distribution Date (a) the Aggregate Subordinate Percentage for
such Distribution Date is less than 200% of the Aggregate Subordinate
Percentage as of the Cut-off Date or (b) the average outstanding principal
balance of the Mortgage Loans in any Mortgage Pool that are delinquent 60 days
or more for the last six months as a percentage of the related Group
Subordinate Amount is greater than or equal to 50%. On each Distribution Date
on which the aggregate Certificate Principal Amount or Component Principal
Amount of the Non-AP Senior Certificates or Components of both Certificate
Groups has been reduced to zero, any amounts distributable pursuant to this
Section 5.02(f)(i) will be allocated, as to each applicable Class of
Subordinate Certificates, in proportion to such Class's Subordinate Class
Percentage of the Subordinate Principal Distribution Amount for the Mortgage
Pool relating to each such retired Certificate Group.

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

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

         Section 5.03. Allocation of Realized Losses. (a) On any Distribution
Date, (x) the applicable AP Percentage of the principal portion of each
Realized Loss (other than any Excess Loss) in respect of a Mortgage Loan in
each Mortgage Pool will be allocated to the related Class of Principal Only
Certificates until the Class Principal Amount thereof has been reduced to
zero; and (y) the applicable Non-AP Percentage of the principal portion of
each Realized Loss (other than any Excess Loss) in respect of a Mortgage Loan
shall be allocated in the following order of priority:

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

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

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

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

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

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

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

         (b)  With respect to any Distribution Date, the applicable Non-AP
Percentage of the principal portion of any Excess Loss in respect of a
Mortgage Loan shall be allocated, pro rata, to the Subordinate Certificates
(without regard to which Mortgage Pool experienced the loss) and the Group 1
Certificates and Group 2 Certificates (without regard to whether the Realized
Loss was realized by Pool 1 or Pool 2) and on the basis of the Apportioned
Principal Balances of the Classes of Subordinate Certificates and Class
Principal Amounts of the Senior Certificates; provided, that any such loss
allocated to any Class of Accrual Certificates (and any Accrual Component)
shall be allocated (subject to Section 5.03(c)) on the basis of the lesser of
(x) the Class Principal Amount thereof immediately prior to the applicable
Distribution Date and (y) the Class Principal Amount thereof on the Closing
Date (as reduced by any Realized Losses previously allocated thereto). The
applicable AP Percentage of the principal portion of an Excess Loss in a
Mortgage Pool will be applied to the related Class of Principal Only
Certificates until the Class Principal Amount thereof has been reduced to
zero.

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

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

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

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

         Section 5.04. Advances by Master Servicer and the Trustee. (a)
Advances shall be made in respect of each Deposit Date as provided herein. If,
on any Determination Date, the Master Servicer determines that any Scheduled
Payments due during the related Due Period (other than Balloon Payments) have
not been received, the Master Servicer shall, or cause the applicable Servicer
to, advance such amount, less an amount, if any, to be set forth in an
Officer's Certificate to be delivered to the Trustee on such Determination
Date, which if advanced the Master Servicer or the applicable Servicer has
determined would not be recoverable from amounts received with respect to such
Mortgage Loan, including late payments, Liquidation Proceeds, Insurance
Proceeds or otherwise. If the Master Servicer determines that an Advance is
required, it shall on the Deposit Date immediately following such
Determination Date either (i) remit to the Trustee from its own funds (or
funds advanced by the applicable Servicer) for deposit in the Certificate
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 Trustee
for deposit in the Certificate 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 Trustee for deposit in the
Certificate 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.

         (b) In the event that the Master Servicer fails for any reason to
make an Advance required to be made pursuant to Section 5.04(a) on or before
the Deposit Date, the Trustee, solely in its capacity as successor Master
Servicer pursuant to Section 6.14, shall, on or before the related
Distribution Date, deposit in the Certificate Account an amount equal to the
excess of (a) Advances required to be made by the Master Servicer that would
have been deposited in such Certificate Account over (b) the amount of any
Advance made by the Master Servicer with respect to such Distribution Date;
provided, however, that the Trustee 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 Trustee 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 amount of the
Master Servicing Fee payable to the Master Servicer in respect of any
Distribution Date shall be reduced by the amount of any Compensating Interest
Payment for such Distribution Date, but only to the extent such Compensating
Interest Payment is not actually made by a Servicer on the applicable
Remittance Date. Such amount shall not be treated as an Advance and shall not
be reimbursable to the Master Servicer.

         Section 5.06. Distributions of Principal on Redemption Certificates.
(a) Except as provided in subclauses (d) and (f) below, on each Distribution
Date on which distributions in reduction of the Class Principal Amount of a
Class of Redemption Certificates are made, such distributions will be made in
the following order of priority:

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

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

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

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

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

         (b) A "Deceased Holder" is a Certificate Owner of a Redemption
Certificate who was living at the time such interest was acquired and whose
authorized personal representative, surviving tenant by the entirety,
surviving joint tenant or surviving tenant in common or other Person empowered
to act on behalf of such Certificate Owner upon his or her death, causes to be
furnished to the Trustee a certified copy of the death certificate of such
Certificate Owner and any additional evidence of death required by and
satisfactory to the Trustee and any tax waivers requested by the Trustee.
Redemption Certificates beneficially owned by tenants by the entirety, joint
tenants or tenants in common will be considered to be beneficially owned by a
single owner. The death of a tenant by the entirety, joint tenant or tenant in
common will be deemed to be the death of the Certificate Owner, and any
Redemption Certificates so beneficially owned will be eligible for priority
with respect to distributions in reduction of the Class Principal Amount of
such Class of Redemption Certificates, subject to the limitations stated
above. Redemption Certificates beneficially owned by a trust will be
considered to be beneficially owned by each beneficiary of the trust to the
extent of such beneficiary's beneficial interest therein, but in no event will
a trust's beneficiaries collectively be deemed to be Certificate Owners of a
number of Individual Redemption Certificates greater than the number of
Individual Redemption Certificates of which such trust is the beneficial
owner. The death of a beneficiary of a trust will be deemed to be the death of
a Certificate Owner of the Redemption Certificates beneficially owned by the
trust to the extent of such beneficiary's beneficial interest in such trust.
The death of an individual who was a tenant by the entirety, joint tenant or
tenant in common in a tenancy that is the beneficiary of a trust will be
deemed to be the death of the beneficiary of the trust. The death of a person
who, during his or her lifetime, was entitled to substantially all of the
beneficial ownership interests in Redemption Certificates will be deemed to be
the death of the Certificate Owner of such Redemption Certificates regardless
of the registration of ownership of such Redemption Certificates, if such
beneficial interest can be established to the satisfaction of the Trustee.
Such beneficial interest will be deemed to exist in typical cases of street
name or nominee ownership, ownership by a trustee, ownership under the Uniform
Gifts to Minors Act and community property or other joint ownership
arrangements between a husband and wife. Beneficial interests shall include
the power to sell, transfer or otherwise dispose of a Redemption Certificate
and the right to receive the proceeds therefrom, as well as interest and
distributions in reduction of the Certificate Principal Amounts of the
Redemption Certificates payable with respect thereto. The Trustee shall not be
under any duty to determine independently (a) the occurrence of the death of
any deceased Certificate Owner or (b) whether an individual is the personal
representative of a Deceased Holder, or the surviving tenant by the entirety,
or the surviving joint tenant, or the surviving tenant in common, or is
otherwise the Person empowered to act on behalf of such Deceased Holder (a
"Representative"). The Trustee shall be entitled to rely on a certificate
executed by the Representative indicating the nature of such Representative's
authority on behalf of the Deceased Holder. The Trustee may rely entirely upon
documentation delivered to it pursuant to this Section 5.06 in establishing
the eligibility of any Certificate Owner to receive the priority accorded
Deceased Holders in this Section 5.06(b), and shall have no liability if it
makes such determination in accordance with such documentation.

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

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

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

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

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

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

         (e) On the Closing Date, a Rounding Account shall be established with
the Trustee for each Class of Redemption Certificates, and Lehman Brothers
Inc. shall cause to be initially deposited the sum of $999.99 in each Rounding
Account. On each Distribution Date on which a distribution is made in
reduction of the Class Principal Amount of a Class of Redemption Certificates,
funds on deposit in the applicable Rounding Account shall be, to the extent
needed, withdrawn by the Trustee and applied to round upward to an integral
multiple of $1,000 the aggregate distribution in reduction of the Class
Principal Amount to be made on such Redemption Certificates. Rounding of such
distribution on such Redemption Certificates shall be accomplished, on the
first such Distribution Date, by withdrawing from the applicable Rounding
Account the amount of funds, if any, needed to round the amount otherwise
available for such distribution in reduction of the Class Principal Amount of
such Class of Redemption Certificates upward to the next integral multiple of
$1,000. On each succeeding Distribution Date on which distributions in
reduction of the Class Principal Amount of such Class of Redemption
Certificates are to be made, the aggregate amount of such distributions
allocable to such Class of Redemption Certificates shall be applied first to
repay any funds withdrawn from the applicable Rounding Account and not
previously repaid, and then the remainder of such allocable amount, if any,
shall be similarly rounded upward and applied as distributions in reduction of
the Class Principal Amount of such Class of Redemption Certificates; this
process shall continue on succeeding Distribution Dates until the Class
Principal Amount of such Class of Redemption Certificates has been reduced to
zero. Each Rounding Account shall be an "outside reserve fund" under the REMIC
Provisions that is beneficially owned for all federal income tax purposes by
Lehman Brothers Inc. Lehman Brothers Inc. will report all income, gain,
deduction or loss with respect thereto. The Trustee, upon the written
instructions of the Depositor, may invest, or cause to be invested funds in
and Rounding Account in Eligible Investments (which may be obligations of the
Trustee). The Trustee shall distribute interest earnings, if any, on amounts
held in any Rounding Account as such interest is earned pursuant to written
instructions from Lehman Brothers Inc. to the Trustee. In no event shall the
Trustee be liable for investment losses resulting from investment of funds in
the Rounding Accounts made in accordance with the instructions of the
Depositor.

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

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

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

         Section 5.07. The Class A4 Certificate Insurance Policy. (a) If, on
the second Business Day before any Distribution Date, the Trustee determines
that an Insured Payment is required to be made by the Class A4 Certificate
Insurer on such Distribution Date, the Trustee shall determine the amount of
any such Insured Payment and shall give written notice to the Class A4
Certificate Insurer by completing a Notice of Nonpayment in the form of
Exhibit A to the Class A4 Certificate Insurance Policy and submitting such
Notice of Nonpayment by 12:00 noon, New York City time on such second Business
Day as a claim for an Insured Payment. The Trustee's responsibility for
delivering a Notice of Nonpayment to the Class A4 Certificate Insurer, as
provided in the preceding sentence, is limited to the availability, timeliness
and accuracy of the information provided by the Master Servicer.

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

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

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

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

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

         (g) Upon actual knowledge of the occurrence of an Event of Default,
the Trustee shall promptly notify the Class A4 Certificate Insurer of such
Event of Default.

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

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

                                  Article VI

                            CONCERNING THE TRUSTEE;
                               EVENTS OF DEFAULT

         Section 6.01. Duties of Trustee. (a) The Trustee, except during the
continuance of an Event of Default (of which a Responsible Officer of the
Trustee shall have actual knowledge) undertakes to perform such duties and
only such duties as are specifically set forth in this Agreement. Any
permissive right of the Trustee provided for in this Agreement shall not be
construed as a duty of the Trustee. If an Event of Default (of which a
Responsible Officer of the Trustee shall have actual knowledge) has occurred
and has not otherwise been cured or waived, the Trustee shall exercise such of
the rights and powers vested in it by this Agreement and use the same degree
of care and skill in their exercise as a prudent Person would exercise or use
under the circumstances in the conduct of such Person's own affairs unless the
Trustee is acting as Master Servicer, in which case it shall use the same
degree of care and skill as the Master Servicer hereunder.

         (b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to determine
whether they are in the form required by this Agreement; provided, however,
that the Trustee shall not be responsible for the accuracy or content of any
such resolution, certificate, statement, opinion, report, document, order or
other instrument furnished by the Master Servicer, to the Trustee pursuant to
this Agreement, and shall not be required to recalculate or verify any
numerical information furnished to the Trustee pursuant to this Agreement.

         (c) The Trustee shall not have any liability arising out of or in
connection with this Agreement, except for its negligence or willful
misconduct. No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

               (1) The Trustee shall not be personally liable with respect to
          any action taken, suffered or omitted to be taken by it in good
          faith in accordance with the consent or direction of Holders of
          Certificates as provided in Section 6.19 hereof;

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

               (3) No provision of this Agreement shall require the Trustee 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 to perform, or be
          responsible for the manner of performance of, any of the obligations
          of the Master Servicer under this Agreement except during such time,
          if any, as the Trustee shall be the successor to, and be vested with
          the rights, duties, powers and privileges of, the Master Servicer in
          accordance with the terms of this Agreement.

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

         (e) The Trustee shall not personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Certificateholders of any Class holding
Certificates which evidence, as to such Class, Percentage Interests
aggregating not less than 25% as to the time, 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.

         (f) Subject to Section 4.04, the Trustee shall not be held liable by
reason of any insufficiency in any account (including without limitation the
Collection Account) held by or on behalf of the Trustee resulting from any
investment loss on any Eligible Investment included therein (except to the
extent that the Trustee is the obligor and has defaulted thereon).

         (g) Except as otherwise provided herein, the Trustee shall have no
duty (A) to see to any recording, filing, or depositing of this Agreement or
any agreement referred to herein or any financing statement or continuation
statement evidencing a security interest, or to see to the maintenance of any
such recording or filing or depositing or to any re-recording, re-filing or
re-depositing of any thereof, (B) to see to any insurance, (C) to see to the
payment or discharge of any tax, assessment, or other governmental charge or
any lien or encumbrance of any kind owing with respect to, assessed or levied
against, any part of the Trust Fund other than from funds available in the
Collection Account or the Certificate Account, or (D) to confirm or verify the
contents of any reports or certificates of the Master Servicer delivered to
the Trustee pursuant to this Agreement believed by the Trustee to be genuine
and to have been signed or presented by the proper party or parties.

         (h) The Trustee shall not 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 unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts.

         (i) Notwithstanding anything in this Agreement to the contrary, the
Trustee shall not 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 has been advised of the likelihood of such loss or damage
and regardless of the form of action.

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

               (1) The Trustee may request, and may rely and shall be
          protected in acting or refraining from acting upon any resolution,
          Officer's Certificate, certificate of auditors, Opinion of Counsel
          or any other certificate, statement, instrument, opinion, report,
          notice, request, consent, order, approval, bond or other paper or
          document believed by it to be genuine and to have been signed or
          presented by the proper party or parties;

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

               (3) The Trustee shall not be personally liable for any action
          taken, suffered or omitted by it in good faith and reasonably
          believed by it to be authorized or within the discretion or rights
          or powers conferred upon it by this Agreement;

               (4) Unless an Event of Default shall have occurred and be
          continuing, the Trustee shall not be bound to make any investigation
          into the facts or matters stated in any resolution, certificate,
          statement, instrument, opinion, report, notice, request, consent,
          order, approval, bond or other paper or document (provided the same
          appears regular on its face), unless requested in writing to do so
          by Holders of at least a majority in Class Principal Amount (or
          Class Notional Amount) of each Class of Certificates; provided,
          however, that, if the payment within a reasonable time to the
          Trustee 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 not reasonably assured to the Trustee by the security
          afforded to it by the terms of this Agreement, the Trustee may
          require reasonable indemnity against such expense or liability or
          payment of such estimated expenses as a condition to proceeding. The
          reasonable expense thereof shall be paid by the Holders requesting
          such investigation;

               (5) The Trustee 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 conferred on them by such appointment
          provided that the Trustee shall continue to be responsible for its
          duties and obligations hereunder to the extent provided herein, and
          provided further that the Trustee shall not be responsible for any
          misconduct or negligence on the part of any such agent or attorney
          appointed with due care by the Trustee;

               (6) The Trustee shall be under no obligation to exercise any of
          the trusts or powers vested in it by this Agreement or to institute,
          conduct or defend any litigation hereunder or in relation hereto, in
          each case at the request, order or direction of any of the
          Certificateholders pursuant to the provisions of this Agreement,
          unless such Certificateholders shall have offered to the Trustee
          reasonable security or indemnity against the costs, expenses and
          liabilities which may be incurred therein or thereby;

               (7) The right of the Trustee to perform any discretionary act
          enumerated in this Agreement shall not be construed as a duty, and
          the Trustee shall not be answerable for other than its negligence or
          willful misconduct in the performance of such act; and

               (8) The Trustee shall not 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 Not Liable for Certificates. The Trustee makes
no representations as to the validity or sufficiency of this Agreement, the
Class A4 Certificate Insurance Policy or of the Certificates (other than the
certificate of authentication on the Certificates) or of any Mortgage Loan, or
related document save that the Trustee represents that, assuming due execution
and delivery by the other parties hereto, this Agreement has been duly
authorized, executed and delivered by it and constitutes its valid and binding
obligation, enforceable against it in accordance with its terms except that
such enforceability may be subject to (A) applicable bankruptcy and insolvency
laws and other similar laws affecting the enforcement of the rights of
creditors generally, and (B) general principles of equity regardless of
whether such enforcement is considered in a proceeding in equity or at law.
The Trustee shall not be accountable for the use or application by the
Depositor of funds paid to the Depositor in consideration of the assignment of
the Mortgage Loans to the Trust Fund by the Depositor or for the use or
application of any funds deposited into the Collection Account, the
Certificate Account, any Escrow Account or any other fund or account
maintained with respect to the Certificates. The Trustee 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 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 May Own Certificates. The Trustee and any
Affiliate or agent of the Trustee in its individual or any other capacity may
become the owner or pledgee of Certificates and may transact banking and trust
with the other parties hereto with the same rights it would have if it were
not Trustee or such agent.

         Section 6.05. Eligibility Requirements for Trustee. The Trustee
hereunder shall at all times be (i) an institution insured by the FDIC and
(ii) a corporation or national banking association, organized and doing
business under the laws of any State or the United States of America,
authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of not less than $50,000,000 and subject to
supervision or examination by federal or state authority. If such corporation
or national banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then, for the purposes of this Section, the combined
capital and surplus of such corporation or national banking association shall
be deemed to be its combined capital and surplus as set forth in its most
recent report of condition so published. In case at any time either the
Trustee shall cease to be eligible in accordance with provisions of this
Section, the Trustee shall resign immediately in the manner and with the
effect specified in Section 6.06.

         Section 6.06. Resignation and Removal of Trustee. (a) The Trustee may
at any time resign and be discharged from the trust hereby created by giving
written notice thereof to the Depositor and the Master Servicer. Upon
receiving such notice of resignation, the Depositor will promptly appoint a
successor trustee by written instrument, one copy of which instrument shall be
delivered to the resigning Trustee one copy to the successor trustee and one
copy to the Master Servicer and one copy to the Class A4 Certificate Insurer.
If no successor trustee shall have been so appointed and shall have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor trustee.

         (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, (ii) the Trustee shall become
incapable of acting, or shall be adjudged a bankrupt or insolvent, or a
receiver of the Trustee of its property shall be appointed, or any public
officer shall take charge or control of the Trustee of its property or affairs
for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is
imposed or threatened with respect to the Trust Fund by any state in which the
Trustee or the Trust Fund held by the Trustee is located, or (iv) the
continued use of the Trustee would result in a downgrading of the rating by
the Rating Agencies of any Class of Certificates with a rating (in the case of
the Class A4 Certificates, determined without regard to the Class A4
Certificate Insurance Policy), then the Depositor shall remove the Trustee and
appoint a successor trustee by written instrument, one copy of which
instrument shall be delivered to the Trustee so removed, one copy to the
successor trustee, one copy to the Class A4 Certificate Insurer and one copy
to the Master Servicer.

         (c) The Holders of more than 50% of the Class Principal Amount (or
Class Notional Amount) of each Class of Certificates may at any time upon 30
days' written notice to the Trustee, the Depositor and the Class A4
Certificate Insurer remove the Trustee by such written instrument, signed by
such Holders or their attorney-in-fact duly authorized, one copy of which
instrument shall be delivered to the Depositor, one copy to the Trustee so
removed, one copy to the Class A4 Certificate Insurer and one copy to the
Master Servicer; the Depositor shall thereupon use its best efforts to appoint
a mutually acceptable successor trustee in accordance with this Section.

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

         Section 6.07. Successor Trustee. (a) Any successor trustee appointed
as provided in Section 6.06 shall execute, acknowledge and deliver to the
Depositor, the Master Servicer and to its predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor trustee shall become effective and such successor trustee,
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 herein. The predecessor
trustee shall deliver to the 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 Files
held by it hereunder, and shall duly assign, transfer, deliver and pay over to
the successor trustee the entire Trust Fund, together with all necessary
instruments of transfer and assignment or other documents properly executed
necessary to effect such transfer and such of the record or copies thereof
maintained by the predecessor trustee in the administration hereof as may be
requested by the successor trustee and shall thereupon be discharged from all
duties and responsibilities under this Agreement. In addition, the Master
Servicer and the predecessor trustee 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 as applicable
all such rights, powers, duties and obligations.

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

         (c) Upon acceptance of appointment by a successor trustee as provided
in this Section, the Master Servicer shall mail notice of the succession of
such trustee hereunder to the Class A4 Certificate Insurer and to all Holders
of Certificates at their addresses as shown in the Certificate Register and to
the Rating Agencies. The expenses of such mailing shall be borne by the Master
Servicer.

         Section 6.08. Merger or Consolidation of Trustee. Any Person into
which the Trustee may be merged or with which it may be consolidated, or any
Person resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any Persons succeeding to the business of the
Trustee shall be the successor to the Trustee hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding, provided that such
Person shall be eligible under the provisions of Section 6.05.

         Section 6.09. Appointment of Co-Trustee, Separate Trustee or
Custodian. (a) Notwithstanding any other provisions hereof, at any time, the
Trustee, the Depositor or the Certificateholders evidencing more than 50% of
the Class Principal Amount (or Class Notional Amount) of each Class of
Certificates shall each have the power from time to time to appoint one or
more Persons to act either as co-trustees jointly with the Trustee, or as
separate trustees, or as custodians, for the purpose of holding title to,
foreclosing or otherwise taking action with respect to any Mortgage Loan
outside the state where the Trustee has its principal place of business where
such separate trustee or co-trustee is necessary or advisable (or the Trustee
has been advised by the Master Servicer that such separate trustee or
co-trustee is necessary or advisable) under the laws of any state in which a
property securing a Mortgage Loan is located or for the purpose of otherwise
conforming to any legal requirement, restriction or condition in any state in
which a property securing a Mortgage Loan is located or in any state in which
any portion of the Trust Fund is located. The separate Trustees, co-trustees,
or custodians so appointed shall be trustees or custodians for the benefit of
all the Certificateholders and shall have such powers, rights and remedies as
shall be specified in the instrument of appointment; provided, however, that
no such appointment shall, or shall be deemed to, constitute the appointee an
agent of the Trustee.

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

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

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

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

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

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

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

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

         (f) The Trustee agrees to instruct the co-trustees, if any, to the
extent necessary to fulfill the Trustee's obligations hereunder.

         (g) The Trustee shall pay the reasonable compensation of the
co-trustees to the extent, and in accordance with the standards, specified in
Section 6.12 hereof (which compensation shall not reduce any compensation
payable to the Trustee under such Section).

         Section 6.10. Authenticating Agents. (a) The Trustee may appoint one
or more Authenticating Agents which shall be authorized to act on behalf of
the Trustee in authenticating Certificates. Wherever reference is made in this
Agreement to the authentication of Certificates by the Trustee or the
Trustee's certificate of authentication, such reference shall be deemed to
include authentication on behalf of the Trustee by an Authenticating Agent and
a certificate of authentication executed on behalf of the Trustee by an
Authenticating Agent. Each Authenticating Agent must be a corporation
organized and doing business under the laws of the United States of America or
of any state, having a combined capital and surplus of at least $15,000,000,
authorized under such laws to do a trust business and subject to supervision
or examination by federal or state authorities.

         (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from
any merger, conversion or consolidation to which any Authenticating Agent
shall be a party, or any Person succeeding to the corporate agency business of
any Authenticating Agent, shall continue to be the Authenticating Agent
without the execution or filing of any paper or any further act on the part of
the Trustee or the Authenticating Agent.

         (c) Any Authenticating Agent may at any time resign by giving at
least 30 days' advance written notice of resignation to the Trustee and the
Depositor. The Trustee may at any time terminate the agency of any
Authenticating Agent by giving written notice of termination to such
Authenticating Agent and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any Authenticating Agent
shall cease to be eligible in accordance with the provisions of this Section
6.10, the Trustee may appoint a successor Authenticating Agent, shall give
written notice of such appointment to the Depositor and shall mail notice of
such appointment to all Holders of Certificates. Any successor Authenticating
Agent upon acceptance of its appointment hereunder shall become vested with
all the rights, powers, duties and responsibilities of its predecessor
hereunder, with like effect as if originally named as Authenticating Agent. No
successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section 6.10. No Authenticating Agent shall have
responsibility or liability for any action taken by it as such at the
direction of the Trustee. Any Authenticating Agent shall be entitled to
reasonable compensation for its services and, if paid by the Trustee, it shall
be a reimbursable expense pursuant to Section 6.12.

         Section 6.11. Indemnification of Trustee. The Trustee and its
directors, officers, employees and agents shall be entitled to indemnification
from the Trust Fund for any loss, liability or expense incurred without
negligence or willful misconduct on their part (it being understood that the
negligence or willful misconduct of any Custodian shall not constitute
negligence or willful misconduct on the part of the Trustee or its directors,
officers, employees, or agents for such purpose), arising out of, or in
connection with, the acceptance or administration of the trusts created
hereunder or in connection with the performance of the Trustee's duties
hereunder or under any Servicing Agreement or 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:

               (1) with respect to any such claim, the Trustee shall have
          given the Depositor, the Master Servicer and the Holders written
          notice thereof promptly after the Trustee shall have knowledge
          thereof; provided that failure to so notify shall not relieve the
          Trust Fund of the obligation to indemnify the Trustee;

               (2) while maintaining control over its own defense, the Trustee
          shall cooperate and consult fully with the Depositor in preparing
          such defense; and

               (3) notwithstanding anything to the contrary in this Section
          6.11, the Trust Fund shall not be liable for settlement of any such
          claim by the Trustee entered into without the prior consent of the
          Depositor, which consent shall not be unreasonably withheld.

         The provisions of this Section 6.11 shall survive any termination of
this Agreement and the resignation or removal of the Trustee and shall be
construed to include, but not be limited to any loss, liability or expense
under any environmental law.

         Section 6.12. Compensation of the Trustee. The Trustee shall be
entitled to (i) receive, and is authorized to pay to itself the amount of
income or gain earned from the investment of funds in the Certificate Account
and (ii) reimbursement of all reasonable expenses, disbursements and
advancements incurred or made by the Trustee in accordance with this Agreement
(including fees and expenses of its counsel and all persons not regularly in
its employment), except any such expenses arising from its negligence, bad
faith or willful misconduct. The Custodian shall be compensated as separately
agreed with the Master Servicers and the Depositor

         Section 6.13. Collection of Monies. Except as otherwise expressly
provided in this Agreement, the Trustee may demand payment or delivery of, and
shall receive and collect, all money and other property payable to or
receivable by the Trustee pursuant to this Agreement. The Trustee shall hold
all such money and property received by it as part of the Trust Fund and shall
distribute it as provided in this Agreement. If the Trustee shall not have
timely received amounts to be remitted with respect to the Mortgage Loans from
the Master Servicer, the Trustee shall request the Master Servicer to make
such distribution as promptly as practicable or legally permitted. If the
Trustee shall subsequently receive any such amount, it may withdraw such
request.

         Section 6.14. Events of Default; Trustee To Act; Appointment of
Successor. (a) The occurrence of any one or more of the following events shall
constitute an "Event of Default":

               (1) Any failure by the Master Servicer to furnish the Trustee
          the Mortgage Loan data sufficient to prepare the reports described
          in Section 4.03(a) which continues unremedied for a period of one
          Business Day after the date upon which written notice of such
          failure shall have been given to such Master Servicer by the Trustee
          or to such Master Servicer and the Trustee by the Holders of not
          less than 25% of the Class Principal Amount (or Class Notional
          Amount) of each Class of Certificates affected thereby; or

               (2) Any failure on the part of the Master Servicer duly to
          observe or perform in any material respect any other of the
          covenants or agreements on the part of such Master Servicer
          contained in this Agreement which continues unremedied for a period
          of 30 days (or 15 days, in the case of a failure to maintain any
          Insurance Policy required to be maintained pursuant to this
          Agreement) after the date on which written notice of such failure,
          requiring the same to be remedied, shall have been given to such
          Master Servicer by the Trustee, or to such Master Servicer 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

               (3) A decree or order of a court or agency or supervisory
          authority having jurisdiction for the appointment of a conservator
          or receiver or liquidator in any insolvency, readjustment of debt,
          marshalling of assets and liabilities or similar proceedings, or for
          the winding-up or liquidation of its affairs, shall have been
          entered against the Master Servicer, and such decree or order shall
          have remained in force undischarged or unstayed for a period of 60
          days or any Rating Agency reduces or withdraws or threatens to
          reduce or withdraw the rating of the Certificates because of the
          financial condition or loan servicing capability of such Master
          Servicer; or

               (4) The Master Servicer shall consent to the appointment of a
          conservator or receiver or liquidator in any insolvency,
          readjustment of debt, marshalling of assets and liabilities,
          voluntary liquidation or similar proceedings of or relating to such
          Master Servicer or of or relating to all or substantially all of its
          property; or

               (5) The Master Servicer shall admit in writing its inability to
          pay its debts generally as they become due, file a petition to take
          advantage of any applicable insolvency or reorganization statute,
          make an assignment for the benefit of its creditors or voluntarily
          suspend payment of its obligations; or

               (6) The Master Servicer shall be dissolved, or shall dispose of
          all or substantially all of its assets, or consolidate with or merge
          into another entity or shall permit another entity to consolidate or
          merge into it, such that the resulting entity does not meet the
          criteria for a successor servicer as specified in Section 9.27
          hereof; or

               (7) If a representation or warranty set forth in Section 9.14
          hereof shall prove to be incorrect as of the time made in any
          respect that materially and adversely affects the interests of the
          Certificateholders, and the circumstance or condition in respect of
          which such representation or warranty was incorrect shall not have
          been eliminated or cured within 60 days after the date on which
          written notice of such incorrect representation or warranty shall
          have been given to the Master Servicer by the Trustee, or to the
          Master Servicer and the Trustee by the Holders of not less than 25%
          of the Aggregate Certificate Principal Amount of each Class of
          Certificates; or

               (8) A sale or pledge of the any of the rights of the Master
          Servicer hereunder or an assignment of this Agreement by the Master
          Servicer or a delegation of the rights or duties of the Master
          Servicer hereunder shall have occurred in any manner not otherwise
          permitted hereunder and without the prior written consent of the
          Trustee and Certificateholders holding more than 50% of the Class
          Principal Amount (or Class Notional Amount) of each Class of
          Certificates;

               (9) Any Servicer at any time is not either an FNMA- or FHLMC-
          approved Seller/Servicer, and the Master Servicer has not terminated
          the rights and obligations of such Servicer under the applicable
          Servicing Agreement and replaced such Servicer with an FNMA- or
          FHLMC-approved servicer within 30 days of the absence of such
          approval; or

              (10) Any failure of the Master Servicer to remit to the Trustee
          any payment required to be made to the Trustee for the benefit of
          Certificateholders under the terms of this Agreement, including any
          Advance, on any Deposit Date.

         If an Event of Default described in clauses (1) through (9) of this
Section 6.14 shall occur, then, in each and every case, subject to applicable
law, so long as any such Event of Default shall not have been remedied within
any period of time prescribed by this Section 6.14, the Trustee, by notice in
writing to the Master Servicer may, and shall, if so directed by
Certificateholders evidencing more than 50% of the Class Principal Amount (or
Class Notional Amount) of each Class of Certificates, terminate all of the
rights and obligations of the Master Servicer hereunder and in and to the
Mortgage Loans and the proceeds thereof. If an Event of Default described in
clause (10) of this Section 6.14 shall occur, then, in each and every case,
subject to applicable law, the Trustee, by notice in writing to the Master
Servicer, shall promptly terminate all of the rights and obligations of the
Master Servicer hereunder and in and to the Mortgage Loans and the proceeds
thereof. On or after the receipt by the Master Servicer of such written
notice, all authority and power of the Master Servicer, and only in its
capacity as Master Servicer under this Agreement, whether with respect to the
Mortgage Loans or otherwise, shall pass to and be vested in the Trustee
pursuant to and under the terms of this Agreement; and the Trustee 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 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 Trustee or its designee all
documents and records in electronic or other form reasonably requested by it
to enable the Trustee or its designee to assume the defaulting Master
Servicer's functions hereunder and the transfer to the Trustee for
administration by it of all amounts which shall at the time be or should have
been deposited by the defaulting Master Servicer in the Collection Account
maintained by such defaulting Master Servicer and any other account or fund
maintained with respect to the Certificates or thereafter received with
respect to the Mortgage Loans. The Master Servicer being terminated shall bear
all costs of a master servicing transfer, including but not limited to those
of the Trustee reasonably allocable to specific employees and overhead, legal
fees and expenses, accounting and financial consulting fees and expenses, and
costs of amending the Agreement, if necessary.

         Notwithstanding the termination of its activities as Master Servicer,
each terminated Master Servicer shall continue to be entitled to reimbursement
to the extent provided in Section 4.02(1), (2), (3), (4), (5), (6), (7), (9)
and (11) to the extent such reimbursement relates to the period prior to such
Master Servicer's termination.

         If any Event of Default shall occur of which a Responsible Officer of
the Trustee has actual knowledge, the Trustee shall promptly notify the Class
A4 Certificate Insurer and the Rating Agencies of the nature and extent of
such Event of Default. The Trustee shall immediately give written notice to
the Master Servicer upon such Master Servicer's failure to remit funds on the
Deposit Date.

         Within 90 days of 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, the Trustee, 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 failure to provide information required by this Agreement shall not
be considered a default by the Trustee hereunder. Notwithstanding the
foregoing, the parties hereto agree that the Trustee, in its capacity as
successor Master Servicer, immediately will assume all of the obligations of
the Master Servicer to make Advances. In addition, the Trustee shall have no
responsibility for any act or omission of the Master Servicer prior to the
issuance of any notice of termination and shall have no liability relating to
the representations and warranties of the Master Servicer set forth in Section
9.14. In the Trustee's capacity as such successor, the Trustee shall have the
same limitations on liability herein granted to the Master Servicer. As
compensation therefor, the Trustee shall be entitled to receive all
compensation payable to the Master Servicer under this Agreement, including
the Master Servicing Fee. 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 master 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
master servicing data as may be required by the Trustee to correct any errors
or insufficiencies in the master servicing data or otherwise to enable the
Trustee to master service the Mortgage Loans properly and effectively.

         (b) Notwithstanding the above, the Trustee may, if it shall be
unwilling to continue to so act, or shall, if it is unable to so act, appoint,
petition a court of competent jurisdiction to appoint, any established housing
and home finance institution servicer, master servicer, servicing or mortgage
servicing institution having a net worth of not less than $15,000,000 and
meeting such other standards for a successor master servicer as are set forth
in this Agreement, as the successor to such Master Servicer in the assumption
of all of the responsibilities, duties or liabilities of a master servicer,
like the Master Servicer. Any entity designated by the Trustee as a successor
master servicer may be an Affiliate of the Trustee; provided, however, that,
unless such Affiliate meets the net worth requirements and other standards set
forth herein for a successor master servicer, the Trustee, 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 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 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 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 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 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 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 Trustee as required by this
Agreement or (iv) restrictions imposed by any regulatory authority having
jurisdiction over the Master Servicer.

         Section 6.15. Additional Remedies of Trustee Upon Event of Default.
During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 6.14, shall have the right, in its own name and as
trustee of an express trust, to take all actions now or hereafter existing at
law, in equity or by statute to enforce its rights and remedies and to protect
the interests, and enforce the rights and remedies, of the Certificateholders
and the Class A4 Certificate Insurer (including the institution and
prosecution of all judicial, administrative and other proceedings and the
filings of proofs of claim and debt in connection therewith). Except as
otherwise expressly provided in this Agreement, no remedy provided for by this
Agreement shall be exclusive of any other remedy, and each and every remedy
shall be cumulative and in addition to any other remedy, and no delay or
omission to exercise any right or remedy shall impair any such right or remedy
or shall be deemed to be a waiver of any Event of Default.

         Section 6.16. Waiver of Defaults. 35% or more of the Aggregate Voting
Interests of Certificateholders may waive any default or Event of Default by
the Master Servicer in the performance of its obligations hereunder, except
that a default in the making of any required deposit to the Certificate
Account that would result in a failure of the Trustee to make any required
payment of principal of or interest on the Certificates may only be waived
with the consent of 100% of the affected Certificateholders. Upon any such
waiver of a past default, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been remedied for every
purpose of this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right consequent thereon except to the extent
expressly so waived.

         Section 6.17. Notification to Holders. Upon termination of the Master
Servicer or appointment of a successor to the Master Servicer, in each case as
provided herein, the Trustee shall promptly mail notice thereof by first class
mail to the Class A4 Certificate Insurer and the Certificateholders at their
respective addresses appearing on the Certificate Register. The Trustee shall
also, within 45 days after the occurrence of any Event of Default known to the
Trustee, give written notice thereof to Certificateholders, unless such Event
of Default shall have been cured or waived prior to the issuance of such
notice and within such 45-day period.

         Section 6.18. Directions by Certificateholders and Duties of Trustee
During Event of Default. Subject to the provisions of Section 8.01 hereof,
during the continuance of any Event of Default, Holders of Certificates
evidencing not less than 25% of the Class Principal Amount (or Class Notional
Amount) of each Class of Certificates may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement; provided, however, that the Trustee shall be under no obligation to
pursue any such remedy, or to exercise any of the trusts or powers vested in
it by this Agreement (including, without limitation, (i) the conducting or
defending of any administrative action or litigation hereunder or in relation
hereto and (ii) the terminating of the Master Servicer or any successor master
servicer from its rights and duties as master servicer hereunder) at the
request, order or direction of any of the Certificateholders, unless such
Certificateholders shall have offered to the Trustee reasonable security or
indemnity against the cost, expenses and liabilities which may be incurred
therein or thereby; and, provided further, that, subject to the provisions of
Section 8.01, the Trustee shall have the right to decline to follow any such
direction if the Trustee, in accordance with an Opinion of Counsel, determines
that the action or proceeding so directed may not lawfully be taken or if the
Trustee in good faith determines that the action or proceeding so directed
would involve it in personal liability or be unjustly prejudicial to the
non-assenting Certificateholders.

         Section 6.19. Action Upon Certain Failures of the Master Servicer and
Upon Event of Default. In the event that the Trustee shall have actual
knowledge of any action or inaction of the Master Servicer that would become
an Event of Default upon the Master Servicer's failure to remedy the same
after notice, the Trustee shall give notice thereof to the Master Servicer.
For all purposes of this Agreement, in the absence of actual knowledge by a
Responsible Officer of the Trustee, the Trustee shall not be deemed to have
knowledge of any failure of the Master Servicer or any other Event of Default
unless notified in writing by the Depositor, the Master Servicer or a
Certificateholder.

         Section 6.20. Preparation of Tax Returns and Other Reports. (a) The
Trustee 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 Trustee shall file, federal
tax returns and appropriate state income tax returns and such other returns as
may be required by applicable law relating to the Trust Fund, and shall file
any other documents to the extent required by applicable state tax law (to the
extent such documents are in the Trustee's possession). The Trustee shall
forward copies to the Depositor of all such returns and Form 1099 supplemental
tax information and such other information within the control of the Trustee
as the Depositor may reasonably request in writing, and shall forward to each
Certificateholder such forms and furnish such information within the control
of the Trustee as are required by the Code and the REMIC Provisions to be
furnished to them, and will prepare and disseminate to the Trustee for
distribution to Certificateholders Form 1099 (supplemental tax information)
(or otherwise furnish information within the control of the Trustee) to the
extent required by applicable law. The Master Servicer will indemnify the
Trustee for any liability of or assessment against 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 Trustee shall prepare and file with the Internal Revenue
Service ("IRS"), on behalf of each of the Lower Tier REMIC and the Upper Tier
REMIC, an application on IRS Form SS-4. The Trustee, upon receipt from the IRS
of the Notice of Taxpayer Identification Number Assigned for each REMIC, shall
promptly forward copies of such notices to the Master Servicer, the Trustee
and the Depositor. The Trustee will file an IRS Form 8811.

         (c) The Depositor shall prepare or cause to be prepared the initial
current report on Form 8-K. Thereafter, within 15 days after each Distribution
Date, the Trustee shall, in accordance with industry standards, file with the
Securities and Exchange Commission (the "Commission") via the Electronic Data
Gathering and Retrieval System (EDGAR), a Form 8-K with a copy of the
statement to the Certificateholders for such Distribution Date as an exhibit
thereto. Prior to January 30, 2002, the Trustee shall, in accordance with
industry standards, file a Form 15 Suspension Notification with respect to the
Trust Fund, if applicable. Prior to April 30, 2002, the Trustee shall file a
Form 10-K, in substance conforming to industry standards, with respect to the
Trust Fund. The Depositor hereby grants to the Trustee a limited power of
attorney to execute and file each such document on behalf of the Depositor.
Such power of attorney shall continue until either the earlier of (i) receipt
by the Trustee 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 Trustee, 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 Trustee reasonably deems
appropriate to prepare and file all necessary reports with the Commission. The
Trustee shall have no responsibility to file any items other than those
specified in this section.

                                 Article VII

                           PURCHASE AND TERMINATION
                               OF THE TRUST FUND

         Section 7.01. Termination of Trust Fund Upon Repurchase or
Liquidation of All Mortgage Loans. (a) The respective obligations and
responsibilities of the Trustee 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 Trustee for deposit into the Certificate Account
pursuant to Section 4.01 and the obligations of the Master Servicer to the
Trustee pursuant to Sections 9.10 and 9.14), shall terminate on the earlier of
(i) the final payment or other liquidation of the last Mortgage Loan remaining
in the Trust Fund and the disposition of all REO Property and (ii) the sale of
the property held by the Trust Fund in accordance with Section 7.01(b);
provided, however, that in no event shall the Trust Fund created hereby
continue beyond the expiration of 21 years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late Ambassador of the United
States to the Court of St. James's, living on the date hereof. Any termination
of the Trust Fund shall be carried out in such a manner so that the
termination of each REMIC included therein shall qualify as a "qualified
liquidation" under the REMIC Provisions.

         (b) On any Distribution Date occurring after the date on which the
aggregate Scheduled Principal Balance of the Mortgage Loans is less than 10%
of the Cut-off Date Aggregate Principal Balance, the Master Servicer may, upon
written direction to the Trustee cause (i) the Trustee to sell (or arrange for
the sale of) the assets of the Trust Fund and (ii) the Trust Fund to adopt a
plan of complete liquidation pursuant to Section 7.03(a)(i) hereof to sell all
of its property. The property of the Trust Fund shall be sold at a price (the
"Termination Price") equal to: (i) 100% of the unpaid principal balance of
each Mortgage Loan on the day of such purchase plus interest accrued thereon
at the applicable Mortgage Rate with respect to any Mortgage Loan to the Due
Date in the Due Period immediately preceding the related Distribution Date to
the date of such repurchase, (ii) the fair market value of any REO Property
and any other property held by any REMIC, such fair market value to be
determined by an appraiser or appraisers appointed by the Master Servicer with
the consent of the Trustee, (iii) any unreimbursed Servicing Advances with
respect to each Mortgage Loan, and (iv) any Reimbursement Amounts due to the
Class A4 Certificate Insurer.

         Section 7.02. Procedure Upon Termination of Trust Fund. (a) Notice of
any termination pursuant to the provisions of Section 7.01, specifying the
Distribution Date upon which the final distribution shall be made, shall be
given promptly by the Trustee by first class mail to Certificateholders mailed
(x) no later than five Business Days after the Trustee has received notice
from the Master Servicer of its intent to exercise its right to cause the
termination of the Trust Fund pursuant to Section 7.01(b) or (y) upon the
final payment or other liquidation of the last Mortgage Loan or REO Property
in the Trust Fund. Such notice shall specify (A) the Distribution Date upon
which final distribution on the Certificates of all amounts required to be
distributed to Certificateholders pursuant to Section 5.02 will be made upon
presentation and surrender of the Certificates at the Corporate Trust Office,
and (B) that the Record Date otherwise applicable to such Distribution Date is
not applicable, distribution being made only upon presentation and surrender
of the Certificates at the office or agency of the Trustee therein specified.
The Trustee shall give such notice to the 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 Master Servicer), and subsequently receives, an Opinion of Counsel (at the
expense of the Master Servicer), addressed to the Trustee to the effect that
the failure of the Trust Fund to comply with the requirements of this Section
7.03 will not (i) result in the imposition of taxes on any REMIC under the
REMIC Provisions or (ii) cause any REMIC established hereunder to fail to
qualify as a REMIC at any time that any Certificates are outstanding:

               (1) The Trustee shall sell all of the assets of the Trust Fund
          for cash and, within 90 days of such sale, shall distribute the
          proceeds of such sale to the Certificateholders in complete
          liquidation of the Trust Fund, the Lower Tier REMIC and the Upper
          Tier REMIC; and

               (2) The Trustee shall attach a statement to the final Federal
          income tax return for each of the Lower Tier REMIC and the Upper
          Tier REMIC stating that pursuant to Treasury Regulation ss.
          1.860F-1, the first day of the 90-day liquidation period for each
          such REMIC was the date on which the Trustee sold the assets of the
          Trust Fund.

         (b) By its acceptance of a Residual Certificate, each Holder thereof
hereby (i) authorizes the Trustee to take the action described in paragraph
(a) above and (ii) agrees to take such other action as may be necessary to
facilitate liquidation of each REMIC created under this Agreement, which
authorization shall be binding upon all successor Residual Certificateholders.

                                 Article VIII

                         RIGHTS OF CERTIFICATEHOLDERS

         Section 8.01. Limitation on Rights of Holders. (a) The death or
incapacity of any Certificateholder shall not operate to terminate this
Agreement or this Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or take any action or
proceeding in any court for a partition or winding up of this Trust Fund, nor
otherwise affect the rights, obligations and liabilities of the parties hereto
or any of them. Except as otherwise expressly provided herein, no
Certificateholder, solely by virtue of its status as a Certificateholder,
shall have any right to vote or in any manner otherwise control the Master
Servicer or the operation and management of the Trust Fund, or the obligations
of the parties hereto, nor shall anything herein set forth, or contained in
the terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an association,
nor shall any Certificateholder be under any liability to any third person by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.

         (b) No Certificateholder, solely by virtue of its status as
Certificateholder, shall have any right by virtue or by availing of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless such
Holder previously shall have given to the Trustee a written notice of an Event
of Default and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of Certificates evidencing not less than 25% of the
Class Principal Amount (or Class Notional Amount) of Certificates of each
Class shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall have
offered to the Trustee such reasonable indemnity as it may require against the
cost, expenses and liabilities to be incurred therein or thereby, and the
Trustee, for sixty days after its receipt of such notice, request and offer of
indemnity, shall have neglected or refused to institute any such action, suit
or proceeding and no direction inconsistent with such written request has been
given such Trustee during such sixty-day period by such Certificateholders; it
being understood and intended, and being expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates shall have any right in any manner
whatever by virtue or by availing of any provision of this Agreement to
affect, disturb or prejudice the rights of the Holders of any other of such
Certificates, or to obtain or seek to obtain priority over or preference to
any other such Holder, or to enforce any right under this Agreement, except in
the manner herein provided and for the benefit of all Certificateholders. For
the protection and enforcement of the provisions of this Section, each and
every Certificateholder and the Trustee shall be entitled to such relief as
can be given either at law or in equity.

         Section 8.02. Access to List of Holders. (a) If the Trustee is not
acting as Certificate Registrar, the Certificate Registrar will furnish or
cause to be furnished to the Trustee, within fifteen days after receipt by the
Certificate Registrar of a request by the Trustee in writing, a list, in such
form as the Trustee may reasonably require, of the names and addresses of the
Certificateholders of each Class as of the most recent Record Date.

         (b) If three or more Holders or Certificate Owners (hereinafter
referred to as "Applicants") apply in writing to the Trustee, and such
application states that the Applicants desire to communicate with other
Holders with respect to their rights under this Agreement or under the
Certificates and is accompanied by a copy of the communication which such
Applicants propose to transmit, then the Trustee shall, within five Business
Days after the receipt of such application, afford such Applicants reasonable
access during the normal business hours of the Trustee to the most recent list
of Certificateholders held by the Trustee or shall, as an alternative, send,
at the Applicants' expense, the written communication proffered by the
Applicants to all Certificateholders at their addresses as they appear in the
Certificate Register.

         (c) Every Holder or Certificate Owner, if the Holder is a Clearing
Agency, by receiving and holding a Certificate, agrees with the Depositor, the
Master Servicer, the Certificate Registrar and the Trustee that neither the
Depositor, the Master Servicer, the Certificate Registrar nor the Trustee
shall be held accountable by reason of the disclosure of any such information
as to the names 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, 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 and Master Servicer, if made in the manner provided in
this Section. Each of the Trustee and Master Servicer shall promptly notify
the others of receipt of any such instrument by it, and shall promptly forward
a copy of such instrument to the others.

         (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer
authorized by law to take acknowledgments or deeds, certifying that the
individual signing such instrument or writing acknowledged to him the
execution thereof. Whenever such execution is by an officer of a corporation
or a member of a partnership on behalf of such corporation or partnership,
such certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or
writing, or the authority of the individual executing the same, may also be
proved in any other manner which the Trustee deems sufficient.

         (c) The ownership of Certificates (whether or not such Certificates
shall be overdue and notwithstanding any notation of ownership or other
writing thereon made by anyone other than the Trustee) shall be proved by the
Certificate Register, and neither the Trustee, the Master Servicer, nor the
Depositor shall be affected by any notice to the contrary.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Certificate shall bind every
future Holder of the same Certificate and the Holder of every Certificate
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, in respect of anything done, omitted or suffered to be done by
the Trustee or the Master Servicer in reliance thereon, whether or not
notation of such action is made upon such Certificate.

                                  Article IX

                ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
                            BY THE MASTER SERVICER

         Section 9.01. Duties of the Master Servicer. The Certificateholders,
by their purchase and acceptance of the Certificates, appoint Aurora Loan
Services Inc., as Master Servicer. For and on behalf of the Depositor, the
Trustee and the Certificateholders, the Master Servicer shall master service
the Mortgage Loans in accordance with the provisions of this Agreement and the
provisions of the applicable Servicing Agreement.

         Section 9.02. Master Servicer Fidelity Bond and Master Servicer
Errors and Omissions Insurance Policy. (a) The Master Servicer, at its
expense, shall maintain in effect a Fidelity Bond and an Errors and Omissions
Insurance Policy, affording coverage with respect to all directors, officers,
employees and other Persons acting on such Master Servicer's behalf, and
covering errors and omissions in the performance of the Master Servicer's
obligations hereunder. The Errors and Omissions Insurance Policy and the
Fidelity Bond shall be in such form and amount that would meet the
requirements of FNMA or FHLMC if it were the purchaser of the Mortgage Loans.
The Master Servicer shall (i) require each Servicer to maintain an Errors and
Omissions Insurance Policy and a Fidelity Bond in accordance with the
provisions of the applicable Servicing Agreement, (ii) cause each Servicer to
provide to the Master Servicer certificates evidencing that such policy and
bond is in effect and to furnish to the Master Servicer any notice of
cancellation, non-renewal or modification of the policy or bond received by
it, as and to the extent provided in the applicable Servicing Agreement, and
(iii) furnish copies of the certificates and notices referred to in clause
(ii) to the Trustee upon its request. The Fidelity Bond and Errors and
Omissions Insurance Policy may be obtained and maintained in blanket form.

         (b) The Master Servicer shall promptly report to the Trustee any
material changes that may occur in the Master Servicer Fidelity Bond or the
Master Servicer Errors and Omissions Insurance Policy and shall furnish to the
Trustee, on request, certificates evidencing that such bond and insurance
policy are in full force and effect. The Master Servicer shall promptly report
to the Trustee all cases of embezzlement or fraud, if such events involve
funds relating to the Mortgage Loans. The total losses, regardless of whether
claims are filed with the applicable insurer or surety, shall be disclosed in
such reports together with the amount of such losses covered by insurance. If
a bond or insurance claim report is filed with any of such bonding companies
or insurers, the Master Servicer shall promptly furnish a copy of such report
to the Trustee. Any amounts relating to the Mortgage Loans collected by the
Master Servicer under any such bond or policy shall be promptly remitted by
the Master Servicer to the Trustee for deposit into the Certificate Account.
Any amounts relating to the Mortgage Loans collected by any Servicer under any
such bond or policy shall be remitted to the Master Servicer to the extent
provided in the applicable Servicing Agreement.

         Section 9.03. Master Servicer's Financial Statements and Related
Information. For each year this Agreement is in effect, the Master Servicer
shall submit to the Trustee, each Rating Agency and the Depositor a copy of
its annual unaudited financial statements on or prior to August 31 of each
year. Such financial statements shall include a balance sheet, income
statement, statement of retained earnings, statement of additional paid-in
capital, statement of changes in financial position and all related notes and
schedules and shall be in comparative form, certified by a nationally
recognized firm of Independent Accountants to the effect that such statements
were examined and prepared in accordance with generally accepted accounting
principles applied on a basis consistent with that of the preceding year.

         Section 9.04. Power to Act; Procedures. (a) The Master Servicer shall
master service the Mortgage Loans and shall have full power and authority,
subject to the REMIC Provisions and the provisions of Article X hereof, and
each Servicer shall have full power and authority (to the extent provided in
the applicable Servicing Agreement) to do any and all things that it may deem
necessary or desirable in connection with the servicing and administration of
the Mortgage Loans, including but not limited to the power and authority (i)
to execute and deliver, on behalf of the Certificateholders and the Trustee,
customary consents or waivers and other instruments and documents, (ii) to
consent to transfers of any Mortgaged Property and assumptions of the Mortgage
Notes and related Mortgages, (iii) to collect any Insurance Proceeds and
Liquidation Proceeds, and (iv) to effectuate foreclosure or other conversion
of the ownership of the Mortgaged Property securing any Mortgage Loan, in each
case, in accordance with the provisions of this Agreement and applicable
Servicing Agreement, as applicable; provided that the Master Servicer shall
not take, or knowingly permit any Servicer to take, any action that is
inconsistent with or prejudices the interests of the Trust Fund or the
Certificateholders in any Mortgage Loan or the rights and interests of the
Depositor, the Trustee and the Certificateholders under this Agreement. The
Master Servicer further is authorized and empowered by the Trustee, on behalf
of the Certificateholders and the Trustee, in its own name or in the name of
any Servicer, when the Master Servicer or a Servicer, as the case may be,
believes it is appropriate in its best judgment to register any Mortgage Loan
with MERS, or cause the removal from the registration of any Mortgage Loan on
the MERS system, to execute and deliver, on behalf of the Trustee and the
Certificateholders or any of them, any and all instruments of assignment and
other comparable instruments with respect to such assignment or re-recording
of a Mortgage in the name of MERS, solely as nominee for the Trustee and its
successors and assigns. The Master Servicer shall represent and protect the
interests of the Trust Fund in the same manner as it protects its own
interests in mortgage loans in its own portfolio in any claim, proceeding or
litigation regarding a Mortgage Loan and shall not make or knowingly permit
any Servicer to make any modification, waiver or amendment of any term of any
Mortgage Loan that would cause the Trust Fund to fail to qualify as a REMIC or
result in the imposition of any tax under Section 860F(a) or Section 860G(d)
of the Code. Without limiting the generality of the foregoing, the Master
Servicer in its own name or in the name of a Servicer, and each Servicer, to
the extent such authority is delegated to such Servicer by the Master Servicer
under the applicable Servicing Agreement, is hereby authorized and empowered
by the Trustee when the Master Servicer or applicable Servicer, as the case
may be, believes it appropriate in its best judgment and in accordance with
Accepted Servicing Practices and the applicable Servicing Agreement, to
execute and deliver, on behalf of itself and the Certificateholders, the
Trustee or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge and all other
comparable instruments, with respect to the Mortgage Loans and with respect to
the Mortgaged Properties. The Trustee shall execute, upon request, any powers
of attorney furnished to it by the Master Servicer empowering the Master
Servicer or any Servicer to execute and deliver instruments of satisfaction or
cancellation, or of partial or full release or discharge, and to foreclose
upon or otherwise liquidate Mortgaged Property, and to appeal, prosecute or
defend in any court action relating to the Mortgage Loans or the Mortgaged
Property, in accordance with the applicable Servicing Agreement and this
Agreement, and the Trustee shall execute and deliver such other documents, as
the Master Servicer may request, necessary or appropriate to enable the Master
Servicer to master service and administer the Mortgage Loans and carry out its
duties hereunder, in each case in accordance with Accepted Servicing Practices
(and the Trustee shall have no liability for misuse of any such powers of
attorney by the Master Servicer or any Servicer). If the Master Servicer or
the Trustee has been advised that it is likely that the laws of the state in
which action is to be taken prohibit such action if taken in the name of the
Trustee or that the Trustee would be adversely affected under the "doing
business" or tax laws of such state if such action is taken in its name, then
upon request of the Trustee, the Master Servicer shall join with the Trustee
in the appointment of a co-trustee pursuant to Section 6.09 hereof. In the
performance of its duties hereunder, the Master Servicer shall be an
independent contractor and shall not, except in those instances where it is
taking action in the name of the Trustee, be deemed to be the agent of the
Trustee.

         (b) In master servicing and administering the Mortgage Loans, the
Master Servicer shall employ procedures, and shall cause each Servicer to
employ procedures (including, but not limited to, collection procedures),
consistent with the applicable Servicing Agreement. Consistent with the
foregoing, the Master Servicer may, and may permit any Servicer to, in its
discretion (i) waive any late payment charge or any prepayment charge or
penalty interest in connection with the prepayment of a Mortgage Loan and (ii)
extend the due dates for payments due on a Mortgage Note for a period not
greater than 120 days; provided, however, that the maturity of any Mortgage
Loan shall not be extended past the date on which the final payment is due on
the latest maturing Mortgage Loan as of the Cut-off Date. In the event of any
extension described in clause (ii) above, the Master Servicer shall make or
cause to be made Advances on the related Mortgage Loan in accordance with the
provisions of Section 5.04 on the basis of the amortization schedule of such
Mortgage Loan without modification thereof by reason of such extension.
Notwithstanding anything to the contrary in this Agreement, the Master
Servicer shall not, unless default by the related Mortgagor is, in the
reasonable judgment of the Master Servicer or the related Servicer, imminent,
make or knowingly permit such Servicer to make any modification, waiver or
amendment of any material term of any Mortgage Loan (including but not limited
to the interest rate, the principal balance, the amortization schedule, or any
other term affecting the amount or timing of payments on the Mortgage Loan or
the collateral therefor) unless the Master Servicer or the related Servicer
shall have provided or caused to be provided to the Trustee an Opinion of
Counsel (at the expense of the party seeking the modification) in writing to
the effect that such modification, waiver or amendment would not be treated as
giving rise to a new debt instrument for federal income tax purposes and would
not adversely affect the status of the REMIC.

         Section 9.05. Servicing Agreements Between the Master Servicer and
Servicers; Enforcement of Servicers' Obligations. (a) Each Servicing Agreement
requires the applicable Servicer to service the Mortgage Loans in accordance
with the provisions thereof. References in this Agreement to actions taken or
to be taken by the Master Servicer include such actions taken or to be taken
by a Servicer pursuant to a Servicing Agreement. Any fees, costs and expenses
and other amounts payable to such Servicers shall be deducted from amounts
remitted to the Master Servicer by the applicable Servicer and shall not be an
obligation of the Trust, the Trustee or the Master Servicer.

         (b) The Master Servicer, for the benefit of the Trustee and the
Certificateholders, shall enforce the obligations of each Servicer under the
related Servicing Agreement, and shall use its reasonable best efforts to
enforce the obligations of each Servicer under the related Servicing Agreement
and shall, upon its obtaining actual knowledge of the failure of a Servicer to
perform its obligations in accordance with the related Servicing Agreement, to
the extent that the non-performance of any such obligations would have a
material adverse effect on a Mortgage Loan, the Trust Fund or
Certificateholders (determined in the case of the Class A4 Certificates
without regard to the Class A4 Certificate Insurance Policy), terminate the
rights and obligations of such Servicer thereunder to the extent and in the
manner permitted by the related Servicing Agreement and either act as servicer
of the related Mortgage Loans or enter into a Servicing Agreement with a
successor Servicer. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Servicing Agreements and the pursuit of
other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Master Servicer, in its good faith business
judgment, would require were it the owner of the related Mortgage Loans. The
Master Servicer shall pay the costs of such enforcement at its own expense,
and shall be reimbursed therefor initially only (i) from a general recovery
resulting from such enforcement only to the extent, if any, that such recovery
exceeds all amounts due in respect of the related Mortgage Loans or (ii) from
a specific recovery of costs, expenses or attorneys' fees against the party
against whom such enforcement is directed, and then, to the extent that such
amounts are insufficient to reimburse the Master Servicer for the costs of
such enforcement, (iii) from the Collection Account.

         Section 9.06. Collection of Taxes, Assessments and Similar Items. (a)
To the extent provided in the applicable Servicing Agreement, the Master
Servicer shall cause each Servicer to establish and maintain one or more
custodial accounts at a depository institution (which may be a depository
institution with which the Master Servicer or any Servicer establishes
accounts in the ordinary course of its servicing activities), the accounts of
which are insured to the maximum extent permitted by the FDIC (each, an
"Escrow Account") and shall deposit therein any collections of amounts
received with respect to amounts due for taxes, assessments, water rates,
Standard Hazard Insurance Policy premiums or any comparable items for the
account of the Mortgagors. Withdrawals from any Escrow Account may be made (to
the extent amounts have been escrowed for such purpose) only in accordance
with the applicable Servicing Agreement. Each Servicer shall be entitled to
all investment income not required to be paid to Mortgagors on any Escrow
Account maintained by such Servicer. The Master Servicer shall make (or cause
to be made) to the extent provided in the applicable Servicing Agreement
advances to the extent necessary in order to effect timely payment of taxes,
water rates, assessments, Standard Hazard Insurance Policy premiums or
comparable items in connection with the related Mortgage Loan (to the extent
that the Mortgagor is required, but fails, to pay such items), provided that
it has determined that the funds so advanced are recoverable from escrow
payments, reimbursement pursuant to Section 4.02(v) or otherwise.

         (b) Costs incurred by the Master Servicer or by Servicers in
effecting the timely payment of taxes and assessments on the properties
subject to the Mortgage Loans may be added to the amount owing under the
related Mortgage Note where the terms of the Mortgage Note so permit;
provided, however, that the addition of any such cost shall not be taken into
account for purposes of calculating the distributions to be made to
Certificateholders. Such costs, to the extent that they are unanticipated,
extraordinary costs, and not ordinary or routine costs shall be recoverable by
the Master Servicer pursuant to Section 4.02(v).

         Section 9.07. Termination of Servicing Agreements; Successor
Servicers. (a) The Master Servicer shall be entitled to terminate the rights
and obligations of any Servicer under the applicable Servicing Agreement in
accordance with the terms and conditions of such Servicing Agreement and
without any limitation by virtue of this Agreement; provided, however, that in
the event of termination of any Servicing Agreement by the Master Servicer or
the related Servicer, the Master Servicer shall either act as Servicer of the
related Mortgage Loans, or enter into a Servicing Agreement with a successor
Servicer.

         (b) If the Master Servicer acts as Servicer, it will not assume
liability for the representations and warranties of the Servicer, if any, that
it replaces. The Master Servicer shall use reasonable efforts to have the
successor Servicer assume liability for the representations and warranties
made by the terminated Servicer in respect of the related Mortgage Loans, and
in the event of any such assumption by the successor Servicer, the Trustee or
the Master Servicer, as applicable, may, in the exercise of its business
judgment, release the terminated Servicer from liability for such
representations and warranties.

         Section 9.08. Master Servicer Liable for Enforcement. Notwithstanding
any Servicing Agreement, the Master Servicer shall remain obligated and liable
to the Trustee and the Certificateholders in accordance with the provisions of
this Agreement, to the extent of its obligations hereunder, without diminution
of such obligation or liability by virtue of such Servicing Agreements or
arrangements. The Master Servicer shall use commercially reasonable efforts to
ensure that the Mortgage Loans are serviced in accordance with the provisions
of this Agreement and shall use commercially reasonable efforts to enforce the
provisions of each Servicing Agreement for the benefit of the
Certificateholders. The Master Servicer shall be entitled to enter into any
agreement with the Servicers for indemnification of the Master Servicer and
nothing contained in this Agreement shall be deemed to limit or modify such
indemnification. Except as expressly set forth herein, the Master Servicer
shall have no liability for the acts or omissions of any Servicer in the
performance by such Servicer of its obligations under the related Servicing
Agreement.

         Section 9.09. No Contractual Relationship Between Servicers and
Trustee or Depositor. Any Servicing Agreement that may be entered into and any
other transactions or services relating to the Mortgage Loans involving a
Servicer in its capacity as such and not as an originator shall be deemed to
be between such Servicer, the Seller and the Master Servicer, and, except to
the extent expressly provided therein, the Trustee and the Depositor shall not
be deemed parties thereto and shall have no claims, rights, obligations,
duties or liabilities with respect to such Servicer except as set forth in
Section 9.10 hereof.

         Section 9.10. Assumption of Servicing Agreement by Trustee. (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),
the Trustee shall, in accordance with Section 6.14, thereupon assume all of
the rights and obligations of such Master Servicer hereunder and enforce the
rights under each Servicing Agreement entered into with respect to the
Mortgage Loans. The Trustee, its designee or any successor master servicer
appointed by the Trustee shall be deemed to have assumed all of the Master
Servicer's interest herein and therein to the same extent as if such Servicing
Agreement had been assigned to the assuming party, except that the Master
Servicer shall not thereby be relieved of any liability or obligations of the
Master Servicer under such Servicing Agreement accruing prior to its
replacement as Master Servicer, and shall be liable to the Trustee, and hereby
agrees to indemnify and hold harmless the Trustee from and against all costs,
damages, expenses and liabilities (including reasonable attorneys' fees)
incurred by the Trustee as a result of such liability or obligations of the
Master Servicer and in connection with the Trustee's assumption (but not its
performance, except to the extent that costs or liability of the Trustee are
created or increased as a result of negligent or wrongful acts or omissions of
the Master Servicer prior to its replacement as Master Servicer) of the Master
Servicer's obligations, duties or responsibilities thereunder; provided that
the Master Servicer shall not indemnify or hold harmless the Trustee against
negligent or willful misconduct of the Trustee.

         (b) The Master Servicer that has been terminated shall, upon request
of the Trustee but at the expense of such Master Servicer, deliver to the
assuming party all documents and records relating to each Servicing Agreement
and the related Mortgage Loans and an accounting of amounts collected and held
by it and otherwise use its best efforts to effect the orderly and efficient
transfer of each Servicing Agreement to the assuming party.

         Section 9.11. "Due-on-Sale" Clauses; Assumption Agreements. (a) To
the extent provided in the applicable Servicing Agreement, to the extent
Mortgage Loans contain enforceable due-on-sale clauses, and to the extent that
the Master Servicer has knowledge of the conveyance of a Mortgaged Property,
the Master Servicer shall use its reasonable best efforts to cause the
Servicers to enforce such clauses in accordance with the applicable Servicing
Agreement. If applicable law prohibits the enforcement of a due-on-sale clause
or such clause is otherwise not enforced in accordance with the applicable
Servicing Agreement, and, as a consequence, a Mortgage Loan is assumed, the
original Mortgagor may be released from liability in accordance with the
applicable Servicing Agreement.

         (b) The Master Servicer or the related Servicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for the granting of an
easement thereon in favor of another Person or any alteration or demolition of
the related Mortgaged Property if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be materially adversely
affected thereby. Any fee collected by the Master Servicer or the related
Servicer for processing such a request will be retained by the Master Servicer
or such Servicer as additional servicing compensation.

         Section 9.12. Release of Mortgage Files. (a) Upon (i) becoming aware
of the payment in full of any Mortgage Loan, (ii) the receipt by the Master
Servicer of a notification that payment in full has been or will be escrowed
in a manner customary for such purposes, or (iii) in the case of a Mortgage
Loan as to which the related Mortgaged Property is located in California,
receipt by the Master Servicer of notification from the Servicer that the
Servicer reasonably expects that payment in full will be received promptly,
the Master Servicer will, or will cause the applicable Servicer to, promptly
notify the Trustee (or the applicable Custodian) by a certification (which
certification shall include a statement to the effect that all amounts
received or to be received in connection with such payment that are required
to be deposited in the Collection Account maintained by the Master Servicer
pursuant to Section 4.01 have been or will be so deposited) of a Servicing
Officer and shall request the Trustee or the applicable Custodian, to deliver
to the applicable Servicer the related Mortgage File. In lieu of sending a
hard copy certification of a Servicing Officer, the Master Servicer may, or
may cause the Servicer to, deliver the request for release in a mutually
agreeable electronic format. To the extent that such a request, on its face,
originates from a Servicing Officer, no signature shall be required. Upon
receipt of such certification and request, the Trustee or the applicable
Custodian, shall promptly release the related Mortgage File to the applicable
Servicer and neither the Trustee nor the Custodian shall have any further
responsibility with regard to such Mortgage File. The Master Servicer is
authorized, and each Servicer, to the extent such authority is delegated to
such Servicer by the Master Servicer under the applicable Servicing Agreement,
is authorized, to give, as agent for the Trustee, as the mortgagee under the
Mortgage that secured the Mortgage Loan, an instrument of satisfaction (or
assignment of mortgage without recourse) regarding the Mortgaged Property
subject to the Mortgage, which instrument of satisfaction or assignment, as
the case may be, shall be delivered to the Person or Persons entitled thereto
against receipt therefor of such payment, it being understood and agreed that
no expenses incurred in connection with such instrument of satisfaction or
assignment, as the case may be, shall be chargeable to the Collection Account.

         (b) From time to time and as appropriate for the servicing or
foreclosure of, or other legal proceedings relating to, any Mortgage Loan and
in accordance with Accepted Servicing Practices and the applicable Servicing
Agreement, the Trustee shall execute such pleadings, request for trustee's
sale or other documents as shall be prepared and furnished to the Trustee by
the Master Servicer, or by a Servicer (in form reasonably acceptable to the
Trustee) and as are necessary to the prosecution of any such proceedings. The
Trustee or the Custodian, shall, upon request of the Master Servicer, or of a
Servicer, and delivery to the Trustee or the applicable Custodian, of a trust
receipt signed by a Servicing Officer substantially in the form annexed hereto
as Exhibit C or in the form annexed to the applicable Custodial Agreement as
Exhibit C, release the related Mortgage File held in its possession or control
to the Master Servicer (or the applicable Servicer). Such trust receipt shall
obligate the Master Servicer or applicable Servicer to return the Mortgage
File to the Trustee or Custodian, as applicable, when the need therefor by the
Master Servicer or applicable Servicer no longer exists unless (i) the
Mortgage Loan shall be liquidated, in which case, upon receipt of a
certificate of a Servicing Officer similar to that herein above specified, the
trust receipt shall be released by the Trustee or the Custodian, as
applicable, to the Master Servicer (or the applicable Servicer) or (ii) the
Mortgage File has been delivered directly or through a Servicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for
the foreclosure of the Mortgaged Property either judicially or non-judicially,
and the Master Servicer has delivered directly or through a Servicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was
delivered and the purpose or purposes of such delivery.

         Section 9.13. Documents, Records and Funds in Possession of Master
Servicer To Be Held for Trustee. (a) The Master Servicer shall transmit, or
cause the applicable Servicer to transmit, to the Trustee such documents and
instruments coming into the possession of the Master Servicer or such Servicer
from time to time as are required by the terms hereof to be delivered to the
Trustee. Any funds received by the Master Servicer or by a Servicer in respect
of any Mortgage Loan or which otherwise are collected by the Master Servicer
or by a Servicer as Liquidation Proceeds or Insurance Proceeds in respect of
any Mortgage Loan shall be held for the benefit of the Trustee and the
Certificateholders subject to the Master Servicer's right to retain or
withdraw from the Collection Account the Master Servicing Fee and other
amounts provided in this Agreement, and to the right of each Servicer to
retain its Servicing Fee and other amounts as provided in the applicable
Servicing Agreement. The Master Servicer shall, and shall (to the extent
provided in the applicable Servicing Agreement) cause each Servicer to,
provide access to information and documentation regarding the Mortgage Loans
to the Trustee, its agents and accountants at any time upon reasonable request
and during normal business hours, and to Certificateholders that are savings
and loan associations, banks or insurance companies, the Office of Thrift
Supervision, the FDIC and the supervisory agents and examiners of such Office
and Corporation or examiners of any other federal or state banking or
insurance regulatory authority if so required by applicable regulations of the
Office of Thrift Supervision or other regulatory authority, such access to be
afforded without charge but only upon reasonable request in writing and during
normal business hours at the offices of the Master Servicer designated by it.
In fulfilling such a request the Master Servicer shall not be responsible for
determining the sufficiency of such information.

         (b) All Mortgage Files and funds collected or held by, or under the
control of, the Master Servicer, or any Servicer, in respect of any Mortgage
Loans, whether from the collection of principal and interest payments or from
Liquidation Proceeds or Insurance Proceeds, shall be held by the Master
Servicer, or by such Servicer, for and on behalf of the Trustee and the
Certificateholders and shall be and remain the sole and exclusive property of
the Trustee; provided, however, that the Master Servicer and each Servicer
shall be entitled to setoff against, and deduct from, any such funds any
amounts that are properly due and payable to the Master Servicer or such
Servicer under this Agreement or the applicable Servicing Agreement and shall
be authorized to remit such funds to the Trustee in accordance with this
Agreement.

         (c) The Master Servicer hereby acknowledges that concurrently with
the execution of this Agreement, the Trustee shall own or, to the extent that
a court of competent jurisdiction shall deem the conveyance of the Mortgage
Loans from the Seller to the Depositor not to constitute a sale, the Trustee
shall have a security interest in the Mortgage Loans and in all Mortgage Files
representing such Mortgage Loans and in all funds now or hereafter held by, or
under the control of, a Servicer or the Master Servicer that are collected by
such Servicer or the Master Servicer in connection with the Mortgage Loans,
whether as scheduled installments of principal and interest or as full or
partial prepayments of principal or interest or as Liquidation Proceeds or
Insurance Proceeds or otherwise, and in all proceeds of the foregoing and
proceeds of proceeds (but excluding any fee or other amounts to which such
Servicer is entitled under the applicable Servicing Agreement, or the Master
Servicer or the Depositor is entitled to hereunder); and the Master Servicer
agrees that so long as the Mortgage Loans are assigned to and held by the
Trustee, all documents or instruments constituting part of the Mortgage Files,
and such funds relating to the Mortgage Loans which come into the possession
or custody of, or which are subject to the control of, the Master Servicer or
any Servicer shall be held by the Master Servicer or such Servicer for and on
behalf of the Trustee as the Trustee's agent and bailee for purposes of
perfecting the Trustee's security interest therein as provided by the
applicable Uniform Commercial Code or other laws.

         (d) The Master Servicer agrees that it shall not, and shall not
authorize any Servicer to, create, incur or subject any Mortgage Loans, or any
funds that are deposited in any custodial account, Escrow Account or the
Collection Account, or any funds that otherwise are or may become due or
payable to the Trustee, to any claim, lien, security interest, judgment, levy,
writ of attachment or other encumbrance, nor assert by legal action or
otherwise any 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 and
the Trustee, for the benefit of the Certificateholders and the Class A4
Certificate Insurer, as of the Closing Date that:

               (1) it is validly existing and in good standing under the
          jurisdiction of its formation, and as Master Servicer has full power
          and authority to transact any and all business contemplated by this
          Agreement and to execute, deliver and comply with its obligations
          under the terms of this Agreement, the execution, delivery and
          performance of which have been duly authorized by all necessary
          corporate action on the part of the Master Servicer;

               (2) the execution and delivery of this Agreement by the Master
          Servicer and its performance and compliance with the terms of this
          Agreement will not (A) violate the Master Servicer's charter or
          bylaws, (B) violate any law or regulation or any administrative
          decree or order to which it is subject or (C) constitute a default
          (or an event which, with notice or lapse of time, or both, would
          constitute a default) under, or result in the breach of, any
          material contract, agreement or other instrument to which the Master
          Servicer is a party or by which it is bound or to which any of its
          assets are subject, which violation, default or breach would
          materially and adversely affect the Master Servicer's ability to
          perform its obligations under this Agreement;

               (3) this Agreement constitutes, assuming due authorization,
          execution and delivery hereof by the other respective parties
          hereto, a legal, valid and binding obligation of the Master
          Servicer, enforceable against it in accordance with the terms
          hereof, except as such enforcement may be limited by bankruptcy,
          insolvency, reorganization, moratorium and other laws affecting the
          enforcement of creditors' rights in general, and by general equity
          principles (regardless of whether such enforcement is considered in
          a proceeding in equity or at law);

               (4) the Master Servicer is not in default with respect to any
          order or decree of any court or any order or regulation of any
          federal, state, municipal or governmental agency to the extent that
          any such default would materially and adversely affect its
          performance hereunder;

               (5) the Master Servicer is not a party to or bound by any
          agreement or instrument or subject to any charter provision, bylaw
          or any other corporate restriction or any judgment, order, writ,
          injunction, decree, law or regulation that may materially and
          adversely affect its ability as Master Servicer to perform its
          obligations under this Agreement or that requires the consent of any
          third person to the execution of this Agreement or the performance
          by the Master Servicer of its obligations under this Agreement;

               (6) no litigation is pending or, to the best of the Master
          Servicer's knowledge, threatened against the Master Servicer which
          would prohibit its entering into this Agreement or performing its
          obligations under this Agreement;

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

               (8) no consent, approval, authorization or order of any court
          or governmental agency or body is required for the execution,
          delivery and performance by the Master Servicer of or compliance by
          the Master Servicer with this Agreement or the consummation of the
          transactions contemplated by this Agreement, except for such
          consents, approvals, authorizations and orders (if any) as have been
          obtained;

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

              (10) the Master Servicer has obtained an Errors and Omissions
          Insurance Policy and a Fidelity Bond in accordance with Section
          9.02, each of which is in full force and effect, and each of which
          provides at least such coverage as is required hereunder.

         (b) It is understood and agreed that the representations and
warranties set forth in this Section 9.14 shall survive the execution and
delivery of this Agreement. The Master Servicer shall indemnify the Depositor
and the Trustee and hold them harmless against any loss, damages, penalties,
fines, forfeitures, legal fees and related costs, judgments, and other costs
and expenses resulting from any claim, demand, defense or assertion based on
or grounded upon, or resulting from, a breach of the Master Servicer's
representations and warranties contained in Section 9.14(a). Notwithstanding
anything in this Agreement to the contrary, the Master Servicer shall not be
liable for special, indirect or consequential losses or damages of any kind
whatsoever (including, but not limited to, lost profits). It is understood and
agreed that the enforcement of the obligation of the Master Servicer set forth
in this Section to indemnify the Depositor and the Trustee as provided in this
Section constitutes the sole remedy (other than as set forth in Section 6.14)
of the Depositor and the Trustee respecting a breach of the foregoing
representations and warranties. Such indemnification shall survive any
termination of the Master Servicer as Master Servicer hereunder, and any
termination of this Agreement.

         Any cause of action against the Master Servicer relating to or
arising out of the breach of any representations and warranties made in this
Section shall accrue upon discovery of such breach by either the Depositor,
the Master Servicer, the Trustee or the Class A4 Certificate Insurer or notice
thereof by any one of such parties to the other parties.

         (c) It is understood and agreed that the representations and
warranties of the Depositor set forth in Sections 2.03(a) through (f) shall
survive the execution and delivery of this Agreement. The Depositor shall
indemnify the Master Servicer and hold it harmless against any loss, damages,
penalties, 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)
through (f) hereof. It is understood and agreed that the enforcement of the
obligation of the Depositor set forth in this Section to indemnify the Master
Servicer as provided in this Section constitutes the sole remedy of the Master
Servicer respecting a breach by the Depositor of the representations and
warranties in Sections 2.03(a) through (f) hereof.

         Any cause of action against the Depositor relating to or arising out
of the breach of the representations and warranties made in Sections 2.03(a)
through (f) hereof shall accrue upon discovery of such breach by either the
Depositor or the Master Servicer or notice thereof by any one of such parties
to the other parties.

         Section 9.15. Closing Certificate and Opinion. On or before the
Closing Date, the Master Servicer shall cause to be delivered to the Depositor
and Lehman Brothers Inc. an Opinion of Counsel, dated the Closing Date, in
form and substance reasonably satisfactory to the Depositor and Lehman
Brothers Inc., as to the due authorization, execution and delivery of this
Agreement by the Master Servicer and the enforceability thereof.

         Section 9.16. Standard Hazard and Flood Insurance Policies. For each
Mortgage Loan (other than a Cooperative Loan), the Master Servicer shall
maintain, or cause to be maintained by each Servicer, standard fire and
casualty insurance and, where applicable, flood insurance, all in accordance
with the provisions of this Agreement and the related Servicing Agreement, as
applicable. It is understood and agreed that such insurance shall be with
insurers meeting the eligibility requirements set forth in the applicable
Servicing Agreement and that no earthquake or other additional insurance is to
be required of any Mortgagor or to be maintained on property acquired in
respect of a defaulted loan, other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance.

         Pursuant to Section 4.01, any amounts collected by the Master
Servicer, or by any Servicer, under any insurance policies maintained pursuant
to this Section 9.16 (other than amounts to be applied to the restoration or
repair of the property subject to the related Mortgage or released to the
Mortgagor in accordance with the Master Servicer's or the Servicer's normal
servicing procedures and Accepted Servicing Practices) shall be deposited into
the Collection Account, subject to withdrawal pursuant to Section 4.02. Any
cost incurred by the Master Servicer or any Servicer in maintaining any such
insurance if the Mortgagor defaults in its obligation to do so shall be added
to the amount owing under the Mortgage Loan where the terms of the Mortgage
Loan so permit; provided, however, that the addition of any such cost shall
not be taken into account for purposes of calculating the distributions to be
made to Certificateholders and shall be recoverable by the Master Servicer or
such Servicer pursuant to Section 4.02(v).

         Section 9.17. Presentment of Claims and Collection of Proceeds. The
Master Servicer shall, or shall cause each Servicer (to the extent provided in
the applicable Servicing Agreement) to, prepare and present on behalf of the
Trustee and the Certificateholders all claims under the Insurance Policies
with respect to the Mortgage Loans, and take such actions (including the
negotiation, settlement, compromise or enforcement of the insured's claim) as
shall be necessary to realize recovery under such policies. Any proceeds
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 upon receipt, except that any amounts
realized that are to be applied to the repair or restoration of the related
Mortgaged Property or released to the Mortgagor in accordance with the Master
Servicer's or the Servicer's normal servicing procedures need not be so
deposited (or remitted).

         Section 9.18. Maintenance of the Primary Mortgage Insurance Policies.
(a) The Master Servicer shall not take, or knowingly permit any Servicer
(consistent with the applicable Servicing Agreement) to take, any action that
would result in non-coverage under any applicable Primary Mortgage Insurance
Policy of any loss which, but for the actions of such Master Servicer or
Servicer, would have been covered thereunder. To the extent that coverage is
available, the Master Servicer shall use its best reasonable efforts to keep
in force and effect, or to cause each Servicer to keep in force and effect (to
the extent that the Mortgage Loan requires the Mortgagor to maintain such
insurance), primary mortgage insurance applicable to each Mortgage Loan in
accordance with the provisions of this Agreement and the related Servicing
Agreement, as applicable. The Master Servicer shall not, and shall not permit
any Servicer to, cancel or refuse to renew any such Primary Mortgage Insurance
Policy that is in effect at the date of the initial issuance of the
Certificates and is required to be kept in force hereunder except as required
by applicable law or in accordance with the provisions of this Agreement and
the related Servicing Agreement, as applicable.

         (b) The Master Servicer agrees to present, or to cause each Servicer
to present, on behalf of the Trustee and the Certificateholders, claims to the
insurer under any Primary Mortgage Insurance Policies 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 its custodian, if any, as directed by
the Trustee), shall retain possession and custody of the originals of the
Primary Mortgage Insurance Policies or certificate of insurance if applicable
and any certificates of renewal as to the foregoing as may be issued from time
to time as contemplated by this Agreement. Until all amounts distributable in
respect of the Certificates have been distributed in full and the Master
Servicer otherwise has fulfilled its obligations under this Agreement, the
Trustee (or its custodian, if any, as directed by the Trustee) shall also
retain possession and custody of each Mortgage File in accordance with and
subject to the terms and conditions of this Agreement. The Master Servicer
shall promptly deliver or cause to be delivered to the Trustee (or its
custodian, if any, as directed by the Trustee), upon the execution or receipt
thereof the originals of the Primary Mortgage Insurance Policies and any
certificates of renewal thereof, and such other documents or instruments that
constitute portions of the Mortgage File that come into the possession of the
Master Servicer from time to time.

         Section 9.20. Realization Upon Defaulted Mortgage Loans. The Master
Servicer shall use its reasonable best efforts to, or to cause each Servicer
to, foreclose upon, repossess or otherwise comparably convert the ownership of
Mortgaged Properties securing such of the Mortgage Loans as come into and
continue in default and as to which no satisfactory arrangements can be made
for collection of delinquent payments, all in accordance with the applicable
Servicing Agreement. Alternatively, the Master Servicer may take, or authorize
any Servicer to take, other actions in respect of a defaulted Mortgage Loan,
which may include (i) accepting a short sale (a payoff of the Mortgage Loan
for an amount less than the total amount contractually owed in order to
facilitate a sale of the Mortgaged Property by the Mortgagor) or permitting a
short refinancing (a payoff of the Mortgage Loan for an amount less than the
total amount contractually owed in order to facilitate refinancing
transactions by the Mortgagor not involving a sale of the Mortgaged Property),
(ii) arranging for a repayment plan or (iii) agreeing to a modification in
accordance with Section 9.04. In connection with such foreclosure or other
conversion or action, the Master Servicer shall, consistent with Section 9.18,
follow such practices and procedures as it shall reasonably determine to be in
the best interests of the Trust Fund and the Certificateholders and which
shall be consistent with its customary practices in performing its general
mortgage servicing activities; provided that the Master Servicer shall not be
liable in any respect hereunder if the Master Servicer is acting in connection
with any such foreclosure or other conversion or action in a manner that is
consistent with the provisions of this Agreement. Neither the Master Servicer,
nor any Servicer, shall be required to expend its own funds or incur other
reimbursable charges in connection with any foreclosure, or attempted
foreclosure which is not completed, or toward the correction of any default on
a related senior mortgage loan, or towards the restoration of any property
unless it shall determine (i) that such restoration and/or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan to the
Certificateholders after reimbursement to itself for such expenses or charges
and (ii) that such expenses and charges will be recoverable to it through
Liquidation Proceeds or Insurance Proceeds (as provided in Section 4.02).

         Section 9.21. Compensation to the Master Servicer. The Master
Servicer shall be entitled to withdraw from the Collection Account, subject to
Section 5.05, the Master Servicing Fee to the extent permitted by Section
4.02(vi). Servicing compensation in the form of assumption fees, if any, late
payment charges, as collected, if any, or otherwise (including any Prepayment
Penalty Amount) shall be retained by the Master Servicer (or the applicable
Servicer) and shall not be deposited in the Collection Account. If the Master
Servicer does not retain or withdraw the Master Servicing Fee from the
Collection Account as provided herein, the Master Servicer shall be entitled
to direct the Trustee to pay the Master Servicing Fee to such Master Servicer
by withdrawal from the Certificate Account. The Master Servicer shall be
required to pay all expenses incurred by it in connection with its activities
hereunder and shall not be entitled to reimbursement therefor except as
provided in this Agreement. Pursuant to Section 4.01(e), all income and gain
realized from any investment of funds in the Collection Account shall be for
the benefit of the Master Servicer as additional compensation. The provisions
of this Section 9.21 are subject to the provisions of Section 6.14(b).

         Section 9.22. REO Property. (a) In the event the Trust Fund acquires
ownership of any REO Property in respect of any Mortgage Loan, the deed or
certificate of sale shall be issued to the Trustee, or to its nominee, on
behalf of the Certificateholders. The Master Servicer shall use its reasonable
best efforts to sell, or, to the extent provided in the applicable Servicing
Agreement, cause the applicable Servicer to sell, any REO Property as
expeditiously as possible and in accordance with the provisions of this
Agreement and the related Servicing Agreement, as applicable, but in all
events within the time period, and subject to the conditions set forth in
Article X hereof. Pursuant to its efforts to sell such REO Property, the
Master Servicer shall protect and conserve, or cause the applicable Servicer
to protect and conserve, such REO Property in the manner and to such extent
required by the applicable Servicing Agreement, subject to Article X hereof.

         (b) The Master Servicer shall deposit or cause to be deposited all
funds collected and received by it, or recovered from any Servicer, in
connection with the operation of any REO Property in the Collection Account.

         (c) The Master Servicer and the applicable Servicer, upon the final
disposition of any REO Property, shall be entitled to reimbursement for any
related unreimbursed Advances as well as any unpaid Master Servicing Fees or
Servicing Fees from Liquidation Proceeds received in connection with the final
disposition of such REO Property; provided, that any such unreimbursed
Advances as well as any unpaid Master Servicing Fees or Servicing Fees may be
reimbursed or paid, as the case may be, prior to final disposition, out of any
net rental income or other net amounts derived from such REO Property.

         (d) The Liquidation Proceeds from the final disposition of the REO
Property, net of any payment to the Master Servicer and the applicable
Servicer as provided above, shall be deposited in the Collection Account on or
prior to the Determination Date in the month following receipt thereof (and
the Master Servicer shall provide prompt written notice to the Trustee upon
such deposit) and be remitted by wire transfer in immediately available funds
to the Trustee for deposit into the Certificate Account on the next succeeding
Deposit Date.

         Section 9.23. [Omitted]

         Section 9.24. Reports to the Trustee. (a) Not later than 30 days
after each Distribution Date, the Master Servicer shall forward to the Trustee
a statement, deemed to have been certified by a Servicing Officer, setting
forth the status of the Collection Account maintained by the Master Servicer
as of the close of business on the related Distribution Date, indicating that
all distributions required by this Agreement to be made by the Master Servicer
have been made (or if any required distribution has not been made by the
Master Servicer, specifying the nature and status thereof) and showing, for
the period covered by such statement, the aggregate of deposits into and
withdrawals from the Collection Account maintained by the Master Servicer.
Copies of such statement shall be provided by the Master Servicer to the
Depositor, Attention: Contract Finance, and, upon request, any
Certificateholders (or by the Trustee at the Master Servicer's expense if the
Master Servicer shall fail to provide such copies (unless (i) the Master
Servicer shall have failed to provide the Trustee with such statement or (ii)
the Trustee shall be unaware of the Master Servicer's failure to provide such
statement)).

         (b) Not later than two Business Days following each Distribution
Date, the Master Servicer shall deliver to the Person designated by the
Depositor, in a format consistent with other electronic loan level reporting
supplied by the Master Servicer in connection with similar transactions, "loan
level" information with respect to the Mortgage Loans as of the related
Determination Date, to the extent that such information has been provided to
the Master Servicer by the Servicers or by the Depositor.

         Section 9.25. Annual Officer's Certificate as to Compliance. (a) The
Master Servicer shall deliver to the Trustee, the Rating Agencies and the
Class A4 Certificate Insurer on or before August 31 of each year, commencing
on August 31, 2002, an Officer's Certificate, certifying that with respect to
the period ending on the immediately preceding December 31; (i) such Servicing
Officer has reviewed the activities of such Master Servicer during the
preceding calendar year or portion thereof and its performance under this
Agreement; (ii) to the best of such Servicing Officer's knowledge, based on
such review, such Master Servicer has performed and fulfilled its duties,
responsibilities and obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of
any such duties, responsibilities or obligations, specifying each such default
known to such Servicing Officer and the nature and status thereof, (iii)
nothing has come to the attention of such Servicing Officer to lead such
Servicing Officer to believe that any Servicer has failed to perform any of
its duties, responsibilities and obligations under its Servicing Agreement in
all material respects throughout such year, or, if there has been a material
default in the performance or fulfillment of any such duties, responsibilities
or obligations, specifying each such default known to such Servicing Officer
and the nature and status thereof, and (iv) the Master Servicer has received
from each Servicer such Servicer's annual certificate of compliance and a copy
of such Servicer's annual audit report, in each case to the extent required
under the applicable Servicing Agreement, or, if any such certificate or
report has not been received by the Master Servicer, the Master Servicer is
using its best reasonable efforts to obtain such certificate or report.

         (b) Copies of such statements shall be provided to any
Certificateholder upon request, by the Master Servicer or by the Trustee at
the Master Servicer's expense if the Master Servicer failed to provide such
copies (unless (i) the Master Servicer shall have failed to provide the
Trustee with such statement or (ii) the Trustee shall be unaware of the Master
Servicer's failure to provide such statement).

         Section 9.26. Annual Independent Accountants' Servicing Report. If
the Master Servicer has, during the course of any fiscal year, directly
serviced any of the Mortgage Loans, then the Master Servicer at its expense
shall cause a nationally recognized firm of independent certified public
accountants to furnish a statement to the Trustee, the Class A4 Certificate
Insurer, the Rating Agencies and the Depositor on or before August 31 of each
year, commencing on August 31, 2002, to the effect that, with respect to the
most recently ended fiscal year, such firm has examined certain records and
documents relating to the Master Servicer's performance of its servicing
obligations under this Agreement and pooling and servicing and trust
agreements in material respects similar to this Agreement and to each other
and that, on the basis of such examination conducted substantially in
compliance with the audit program for mortgages serviced for FHLMC or the
Uniform Single Attestation Program for Mortgage Bankers, such firm is of the
opinion that the Master Servicer's activities have been conducted in
compliance with this Agreement, or that such examination has disclosed no
material items of noncompliance except for (i) such exceptions as such firm
believes to be immaterial, (ii) such other exceptions as are set forth in such
statement and (iii) such exceptions that the Uniform Single Attestation
Program for Mortgage Bankers or the Audit Program for Mortgages Serviced by
FHLMC requires it to report. Copies of such statements shall be provided to
any Certificateholder upon request by the Master Servicer, or by the Trustee
at the expense of the Master Servicer if the Master Servicer shall fail to
provide such copies. If such report discloses exceptions that are material,
the Master Servicer shall advise the Trustee whether such exceptions have been
or are susceptible of cure, and will take prompt action to do so.

         Section 9.27. Merger or Consolidation. Any Person into which the
Master Servicer may be merged or consolidated, or any Person resulting from
any merger, conversion, other change in form or consolidation to which the
Master Servicer shall be a party, or any Person succeeding to the business of
the Master Servicer, shall be the successor to the Master Servicer hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or resulting Person to the Master
Servicer shall be a Person that shall be qualified and approved to service
mortgage loans for FNMA or FHLMC and shall have a net worth of not less than
$15,000,000.

         Section 9.28. Resignation of Master Servicer. Except as otherwise
provided in Sections 9.27 and 9.29 hereof, the Master Servicer shall not
resign from the obligations and duties hereby imposed on it unless it or the
Trustee 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. No such resignation shall become effective until the
Trustee shall have assumed, or a successor master servicer shall have been
appointed by the Trustee and until such successor shall have assumed, the
Master Servicer's responsibilities and obligations under this Agreement.
Notice of such resignation shall be given promptly by the Master Servicer to
the Depositor.

         Section 9.29. Assignment or Delegation of Duties by the Master
Servicer. Except as expressly provided herein, the Master Servicer shall not
assign or transfer any of its rights, benefits or privileges hereunder to any
other Person, or delegate to or subcontract with, or authorize or appoint any
other Person to perform any of the duties, covenants or obligations to be
performed by the Master Servicer hereunder; provided, however, that the Master
Servicer shall have the right without the prior written consent of the
Trustee, the Depositor or the Rating Agencies 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 and the Trustee. If, pursuant to any provision hereof, the
duties of the Master Servicer are transferred to a successor master servicer,
the entire amount of the Master Servicing Fees and other compensation payable
to the Master Servicer pursuant hereto, including amounts payable to or
permitted to be retained or withdrawn by the Master Servicer pursuant to
Section 9.21 hereof, shall thereafter be payable to such successor master
servicer.

         Section 9.30. Limitation on Liability of the Master Servicer and
Others. Neither the Master Servicer nor any of the directors, officers,
employees or agents of the Master Servicer shall be under any liability to the
Trustee or the Certificateholders for any action taken or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for
errors in judgment; provided, however, that this provision shall not protect
the Master Servicer or any such person against any liability that would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence
in its performance of its duties or by reason of reckless disregard for its
obligations and duties under this Agreement. The Master Servicer and any
director, officer, employee or agent of the Master Servicer shall be entitled
to indemnification by the Trust Fund and will be held harmless against any
loss, liability or expense incurred in connection with any legal action
relating to this Agreement or the Certificates other than any loss, liability
or expense incurred by reason of willful misfeasance, bad faith or negligence
in the performance of his or its duties hereunder or by reason of reckless
disregard of his or its obligations and duties hereunder. The Master Servicer
and any director, officer, employee or agent of the Master Servicer may rely
in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Master
Servicer shall be under no obligation to appear in, prosecute or defend any
legal action that is not incidental to its duties to master service the
Mortgage Loans in accordance with this Agreement and that in its opinion may
involve it in any expenses or liability; provided, however, that the Master
Servicer may in its sole discretion undertake any such action that it may deem
necessary or desirable in respect to this Agreement and the rights and duties
of the parties hereto and the interests of the Certificateholders hereunder.
In such event, the legal expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust Fund
and the Master Servicer shall be entitled to be reimbursed therefor out of the
Collection Account it maintains as provided by Section 4.02.

         Section 9.31. Indemnification; Third-Party Claims. The Master
Servicer agrees to indemnify the Depositor and the Trustee, and hold them
harmless against any and all claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments, and any other costs, liability, fees
and expenses that the Depositor and the Trustee may sustain as a result of the
failure of the Master Servicer to perform its duties and master service the
Mortgage Loans in compliance with the terms of this Agreement. The Depositor
and the Trustee shall immediately notify the Master Servicer if a claim is
made by a third party with respect to this Agreement or the Mortgage Loans
entitling the Depositor or the Trustee to indemnification hereunder, whereupon
the Master Servicer shall assume the defense of any such claim and pay all
expenses in connection therewith, including counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against it
or them in respect of such claim.

                                  Article X

                             REMIC ADMINISTRATION

         Section 10.01. REMIC Administration. (a) As set forth in the
Preliminary Statement hereto, the Trustee shall elect REMIC status in
accordance with the REMIC Provisions with respect to each of the Lower Tier
REMIC and the Upper Tier REMIC. The Trustee shall make such elections on Forms
1066 or other appropriate federal tax or information return for the taxable
year ending on the last day of the calendar year in which the Certificates are
issued. For the purposes of such elections, each of the Lower Tier Interests,
other than the Class LT-R Interest, is hereby designated as a regular interest
in the Lower Tier REMIC, and each Certificate, other than the Class R
Certificate, is hereby designated as a regular interest in the Upper Tier
REMIC. The Class LT-R Interest is hereby designated as the sole residual
interest in the Lower Tier REMIC. The Class R Certificate evidences ownership
of the Class LT-R Interest and is also hereby designated as the sole residual
interest in the Upper Tier REMIC.

         (b) The Closing Date is hereby designated as the "Startup Day" of
each REMIC within the meaning of section 86OG(a)(9) of the Code. The latest
possible maturity date for purposes of Treasury Regulation 1.86OG-1(a)(4) will
be the Latest Possible Maturity Date.

         (c) The Trustee 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 Trustee in fulfilling its
duties hereunder (including its duties as tax return preparer). The Trustee
shall be entitled to reimbursement of expenses to the extent provided in
clause (i) above from the Certificate Account.

         (d) The Trustee shall prepare, sign and file, all of each REMIC's
federal and state tax and information returns as such REMIC's direct
representative. The expenses of preparing and filing such returns shall be
borne by the Trustee. If any Disqualified Organization acquires any Ownership
Interest in a Residual Certificate, then the Trustee will upon request provide
to the Internal Revenue Service, and to the persons specified in Sections
860E(e)(3) and (6) of the Code, such information as required in Section
860D(a)(6)(B) of the code needed to compute the tax imposed under Section
860E(e) of the Code on transfers of residual interests to disqualified
organizations. The Trustee shall be entitled to additional compensation from
such person for the cost of providing such information.

         (e) The Trustee 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 Trustee shall provide (i) to the Treasury or other governmental
authority such information as is necessary for the application of any tax
relating to the transfer of a Residual Certificate to any disqualified person
or organization and (ii) to the Certificateholders such information or reports
as are required by the Code or REMIC Provisions.

         (f) The Trustee, the Master Servicer and the Holders of Certificates
shall take any action or cause the REMIC to take any action necessary to
create or maintain the status of such REMIC as a REMIC under the REMIC
Provisions and shall assist each other as necessary to create or maintain such
status. Neither the Trustee, the Master Servicer nor the Holder of any
Residual Certificate shall take any action, cause the REMIC to take any action
or fail to take (or fail to cause to be taken) any action that, under the
REMIC Provisions, if taken or not taken, as the case may be, could (i)
endanger the status of such REMIC as a REMIC or (ii) result in the imposition
of a tax upon such REMIC (including but not limited to the tax on prohibited
transactions as defined in Code Section 860F(a)(2) and the tax on prohibited
contributions set forth on Section 860G(d) of the Code) (either such event, an
"Adverse REMIC Event") unless the Trustee and the Master Servicer have
received an Opinion of Counsel (at the expense of the party seeking to take
such action) to the effect that the contemplated action will not endanger such
status or result in the imposition of such a tax. In addition, prior to taking
any action with respect to the REMIC or the assets therein, or causing such
REMIC to take any action, which is not expressly permitted under the terms of
this Agreement any Holder of a Residual Certificate will consult with the
Trustee and the Master Servicer, or their respective designees, in writing,
with respect to whether such action could cause an Adverse REMIC Event to
occur with respect to such REMIC, and no such Person shall take any such
action or cause such REMIC to take any such action as to which the Trustee or
the Master Servicer has advised it in writing that an Adverse REMIC Event
could occur.

         (g) Each Holder of a Residual Certificate shall pay when due any and
all taxes imposed on the related REMIC by federal or state governmental
authorities. To the extent that such Trust taxes are not paid by a Residual
Certificateholder, the Trustee shall pay any remaining REMIC taxes out of
current or future amounts otherwise distributable to the Holder of the
Residual Certificate in such REMIC or, if no such amounts are available, out
of other amounts held in the Collection Account, and shall reduce amounts
otherwise payable to holders of regular interests in such REMIC, as the case
may be.

         (h) The Trustee shall, for federal income tax purposes, maintain
books and records with respect to each REMIC on a calendar year and on an
accrual basis.

         (i) No additional contributions of assets shall be made to any REMIC,
except as expressly provided in this Agreement with respect to eligible
substitute mortgage loans.

         (j) Neither the Trustee nor the Master Servicer shall enter into any
arrangement by which any REMIC will receive a fee or other compensation for
services.

         (k) Upon the request of any Rating Agency, the Trustee shall deliver
to such Rating Agency an Officer's Certificate stating the Trustee's
compliance with the provisions of this Section 10.01 applicable to it.

         Section 10.02. Prohibited Transactions and Activities. Neither the
Depositor, the Master Servicer nor the Trustee shall sell, dispose of, or
substitute for any of the Mortgage Loans, except in a disposition pursuant to
(i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of each REMIC pursuant to Article VII of this Agreement,
(iv) a substitution pursuant to Article II of this Agreement or (v) a
repurchase of Mortgage Loans pursuant to Article II of this Agreement, nor
acquire any assets for any REMIC, nor sell or dispose of any investments in
the Certificate Account for gain, nor accept any contributions to the REMIC
after the Closing Date, unless it has received an Opinion of Counsel (at the
expense of the party causing such sale, disposition, or substitution) that
such disposition, acquisition, substitution, or acceptance will not (a) affect
adversely the status of such REMIC as a REMIC or of the Certificates other
than the Residual Certificates as the regular interests therein, (b) affect
the distribution of interest or principal on the Certificates, (c) result in
the encumbrance of the assets transferred or assigned to the Trust Fund
(except pursuant to the provisions of this Agreement) or (d) cause such REMIC
to be subject to a tax on prohibited transactions or prohibited contributions
pursuant to the REMIC Provisions.

         Section 10.03. Indemnification with Respect to Certain Taxes and Loss
of REMIC Status. (a) In the event that a REMIC fails to qualify as a REMIC,
loses its status as a REMIC, or incurs federal, state or local taxes as a
result of a prohibited transaction or prohibited contribution under the REMIC
Provisions due to the negligent performance by the Trustee of its duties and
obligations set forth herein, the Trustee shall indemnify the Holder of the
Residual Certificate against any and all losses, claims, damages, liabilities
or expenses ("Losses") resulting from such negligence; provided, however, that
the Trustee shall not be liable for any such Losses attributable to the action
or inaction of the Master Servicer, the Depositor, or the Holder of such
Residual Certificate, as applicable, nor for any such Losses resulting from
misinformation provided by the Holder of such Residual Certificate on which
the Trustee 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 have any liability (1) for any action
or omission that is taken in accordance with and in compliance with the
express terms of, or which is expressly permitted by the terms of, this
Agreement, (2) for any Losses other than arising out of a negligent
performance by the Trustee 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).

         Section 10.04. REO Property. (a) Notwithstanding any other provision
of this Agreement, the Master Servicer, acting on behalf of the Trustee
hereunder, shall not (except to the extent provided in the applicable
Servicing Agreement) permit any Servicer to, rent, lease, or otherwise earn
income on behalf of any REMIC with respect to any REO Property which might
cause such REO Property to fail to qualify as "foreclosure" property within
the meaning of section 860G(a)(8) of the Code or result in the receipt by any
REMIC of any "income from non-permitted assets" within the meaning of section
860F(a)(2) of the Code or any "net income from foreclosure property" which is
subject to tax under the REMIC Provisions unless the Master Servicer has
advised, or has caused the applicable Servicer to advise, the Trustee in
writing to the effect that, under the REMIC Provisions, such action would not
adversely affect the status of the REMIC as a REMIC and any income generated
for such REMIC by the REO Property would not result in the imposition of a tax
upon such REMIC.

         (b) The Master Servicer shall make, or shall cause the applicable
Servicer to make, reasonable efforts to sell any REO Property for its fair
market value. In any event, however, the Master Servicer shall, or shall cause
the applicable Servicer to, dispose of any REO Property within three years
from the end of the calendar year of its acquisition by the Trust Fund unless
the Trustee has received a grant of extension from the Internal Revenue
Service to the effect that, under the REMIC Provisions and any relevant
proposed legislation and under applicable state law, the REMIC may hold REO
Property for a longer period without adversely affecting the REMIC status of
such REMIC or causing the imposition of a Federal or state tax upon such
REMIC. If the Trustee has received such an extension, then (a) the Trustee
shall provide a copy of such extension to the Master Servicer and (b) the
Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or
shall cause the applicable Servicer to, continue to attempt to sell the REO
Property for its fair market value for such period longer than three years as
such extension permits (the "Extended Period"). If the Trustee has not
received such an extension and the Trustee, or the Master Servicer acting on
behalf of the Trustee hereunder, or the applicable Servicer is unable to sell
the REO Property within 33 months after its acquisition by the Trust Fund or
if the Trustee has received such an extension, and the Trustee, or the Master
Servicer acting on behalf of the Trustee hereunder, is unable to sell the REO
Property within the period ending three months before the close of the
Extended Period, the Master Servicer shall, or shall cause the applicable
Servicer to, before the end of the three year period or the Extended Period,
as applicable, (i) purchase such REO Property at a price equal to the REO
Property's fair market value or (ii) auction the REO Property to the highest
bidder (which may be the Master Servicer) in an auction reasonably designed to
produce a fair price prior to the expiration of the three-year period or the
Extended Period, as the case may be.

                                  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 and the Trustee, without notice
to or the consent of any of the Holders, (i) to cure any ambiguity, (ii) to
cause the provisions herein to conform to or be consistent with or in
furtherance of the statements made with respect to the Certificates, the Trust
Fund or this Agreement in any Offering Document; or to correct or supplement
any provision herein which may be inconsistent with any other provisions
herein, (iii) to make any other provisions with respect to matters or
questions arising under this Agreement or (iv) to add, delete, or amend any
provisions to the extent necessary or desirable to comply with any
requirements imposed by the Code and the REMIC Provisions. No such amendment
effected pursuant to the preceding sentence shall, as evidenced by an Opinion
of Counsel, adversely affect the status of any REMIC created pursuant to this
Agreement, nor shall such amendment effected pursuant to clause (iii) of such
sentence adversely affect in any material respect the interests of any Holder
(without regard to the Class A4 Certificate Insurance Policy). Prior to
entering into any amendment without the consent of Holders pursuant to this
paragraph, the Trustee may require an Opinion of Counsel (at the expense of
the party requesting such amendment) to the effect that such amendment is
permitted under this paragraph. Any such amendment shall be deemed not to
adversely affect in any material respect any Holder if the Trustee receives
written confirmation from each Rating Agency that such amendment will not
cause such Rating Agency to reduce, qualify or withdraw the then current
rating assigned to the Certificates (in the case of the Class A4 Certificates,
determined without regard to the Class A4 Certificate Insurance Policy) (and
any Opinion of Counsel requested by the Trustee in connection with any such
amendment may rely expressly on such confirmation as the basis therefor).

         (b) This Agreement may also be amended from time to time by the
Depositor, the Master Servicer and the Trustee with the consent of the Holders
of not less than 66 2/3% of the Class Principal Amount (or Percentage
Interest) of each Class of Certificates affected thereby for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement or of modifying in any manner the rights of the
Holders; provided, however, that no such amendment shall be made unless the
Trustee receives an Opinion of Counsel, at the expense of the party requesting
the change, that such change will not adversely affect the status of the REMIC
as a REMIC or cause a tax to be imposed on such REMIC; and provided further,
that no such amendment may (i) reduce in any manner the amount of, or delay
the timing of, payments received on Mortgage Loans which are required to be
distributed on any Certificate, without the consent of the Holder of such
Certificate or (ii) reduce the aforesaid percentages of Class Principal Amount
(or Percentage Interest) of Certificates of each Class, the Holders of which
are required to consent to any such amendment without the consent of the
Holders of 100% of the Class Principal Amount (or Class Notional Amount) of
each Class of Certificates affected thereby. For purposes of this paragraph,
references to "Holder" or "Holders" shall be deemed to include, in the case of
any Class of Book-Entry Certificates, the related Certificate Owners.

         (c) Promptly after the execution of any such amendment, the Trustee
shall furnish written notification of the substance of such amendment to each
Holder, the Depositor and to the Rating Agencies.

         (d) It shall not be necessary for the consent of Holders under this
Section 11.03 to approve the particular form of any proposed amendment, but it
shall be sufficient if such consent shall approve the substance thereof. The
manner of obtaining such consents and of evidencing the authorization of the
execution thereof by Holders shall be subject to such reasonable regulations
as the Trustee may prescribe.

         (e) Notwithstanding anything to the contrary in any Servicing
Agreement, the Trustee shall not consent to any amendment of any Servicing
Agreement except pursuant to the standards provided in this Section with
respect to amendment of this Agreement.

         Section 11.04. Voting Rights. Except to the extent that the consent
of all affected Certificateholders is required pursuant to this Agreement,
with respect to any provision of this Agreement requiring the consent of
Certificateholders representing specified percentages of aggregate outstanding
Certificate Principal Amount (or Notional Amount), Certificates owned by the
Depositor, the Master Servicer, the Trustee or any Servicer or Affiliates
thereof are not to be counted so long as such Certificates are owned by the
Depositor, the Master Servicer, the Trustee or any Servicer or Affiliates
thereof.

         Section 11.05. Provision of Information. (a) For so long as any of
the Certificates of any Series or Class are "restricted securities" within the
meaning of Rule 144(a)(3) under the Act, each of the Depositor and the Trustee
agree to cooperate with each other to provide to any Certificateholders and to
any prospective purchaser of Certificates designated by such
Certificateholder, upon the request of such Certificateholder or prospective
purchaser, any information required to be provided to such holder or
prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4)
under the Act. Any reasonable, out-of-pocket expenses incurred by the Trustee
in providing such information shall be reimbursed by the Depositor.

         (b) The Trustee will provide to any person to whom a Prospectus was
delivered, upon the request of such person specifying the document or
documents requested, (i) a copy (excluding exhibits) of any report on Form 8-K
or Form 10-K filed with the Securities and Exchange Commission pursuant to
Section 6.20(c) and (ii) a copy of any other document incorporated by
reference in the Prospectus. Any reasonable out-of-pocket expenses incurred by
the Trustee in providing copies of such documents shall be reimbursed by the
Depositor.

         (c) On each Distribution Date, the Trustee shall deliver or cause to
be delivered by first class mail to the Depositor, Attention: Contract
Finance, a copy of the report delivered to Certificateholders pursuant to
Section 4.03.

         Section 11.06. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

         Section 11.07. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given when
delivered to such party at the relevant address, facsimile number or
electronic mail address set forth below (or at such other address, facsimile
number or electronic mail address as such party may designate from time to
time by written notice in accordance with this Section 11.07): (a) in the case
of the Depositor, Structured Asset Securities Corporation, 200 Vesey Street,
12th Floor, New York, New York 10285, Attention: Mark Zusy, (b) in the case of
the Trustee, 11000 Broken Land Parkway, Columbia, Maryland 21044, Attention:
Corporate Trust Services(SASCO 2001-6), telecopy number 410-884-2360, with a
copy to: Wells Fargo Bank Minnesota, N.A., Sixth and Marquette Avenue,
Minneapolis, Minnesota 55475, Attention: Corporate Trust Services, (c) in the
case of the Master Servicer, Aurora Loan Services Inc., 2530 South Parker
Road, Suite 601, Aurora, Colorado 80014; Attention: Master Servicing and (d)
in the case of the Class A4 Certificate Insurer, MBIA Insurance Corporation,
113 King Street, Armonk, New York 10504, Attention: Insured Portfolio
Management - Structured Finance (IMP-SF), Structured Asset Securities
Corporation Mortgage Pass-Through Certificates, Series 2001-6, Class A4
Certificates, or as to each party such other address as may hereafter be
furnished by such party to the other parties in writing. Any notice required
or permitted to be mailed to a Holder shall be given by first class mail,
postage prepaid, at the address of such Holder as shown in the Certificate
Register. Any notice so mailed within the time prescribed in this Agreement
shall be conclusively presumed to have been duly given, whether or not the
Holder receives such notice.

         Section 11.08. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement or of the
Certificates or the rights of the Holders thereof.

         Section 11.09. Indulgences; No Waivers. Neither the failure nor any
delay on the part of a party to exercise any right, remedy, power or privilege
under this Agreement shall operate as a waiver thereof, nor shall any single
or partial exercise of any right, remedy, power or privilege preclude any
other or further exercise of the same or of any other right, remedy, power or
privilege, nor shall any waiver of any right, remedy, power or privilege with
respect to any occurrence be construed as a waiver of such right, remedy,
power or privilege with respect to any other occurrence. No waiver shall be
effective unless it is in writing and is signed by the party asserted to have
granted such waiver.

         Section 11.10. Headings Not To Affect Interpretation. The headings
contained in this Agreement are for convenience of reference only, and they
shall not be used in the interpretation hereof.

         Section 11.11. Benefits of Agreement. Nothing in this Agreement or in
the Certificates, express or implied, shall give to any Person, other than the
parties to this Agreement and their successors hereunder and the Holders of
the Certificates, any benefit or any legal or equitable right, power, remedy
or claim under this Agreement, except to the extent specified in Sections
11.14 and 11.15.

         Section 11.12. Special Notices to the Rating Agencies. (a) The
Depositor shall give prompt notice to the Rating Agencies and to the Class A4
Certificate Insurer of the occurrence of any of the following events of which
it has notice:

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

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

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

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

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

               (6) the making of a final payment pursuant to Section 7.02.

         (b) All notices to the Rating Agencies provided for this Section
shall be in writing and sent by first class mail, telecopy or overnight
courier, as follows:

         If to Moody's, to:

         Moody's Investor Service
         99 Church Street
         New York, New York  10007
         Attention:  Residential Mortgage Surveillance

         If to S&P, to:

         Standard & Poor's Ratings Services
         55 Water Street, 41st Floor
         New York, New York 10041
         Attn:  Residential Mortgage Surveillance

         (c) The Trustee shall provide or make available to the Rating
Agencies reports prepared pursuant to Section 4.03. In addition, the Trustee
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 Trustee.

         Section 11.13. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same instrument.

         Section 11.14. Transfer of Servicing. The Seller agrees that it shall
provide written notice to the Trustee, the Class A4 Certificate Insurer and
the Master Servicer thirty days prior to any transfer or assignment by the
Seller of its rights under any Servicing Agreement or of the servicing
thereunder or delegation of its rights or duties thereunder or any portion
thereof to any Person other than the initial Servicer under such Servicing
Agreement; provided that the Seller shall not be required to provide prior
notice of any transfer of servicing that occurs within three months following
the Closing Date to an entity that is a Servicer on the Closing Date. In
addition, the ability of the Seller to transfer or assign its rights and
delegate its duties under any Servicing Agreement or to transfer the servicing
thereunder to a successor servicer shall be subject to the following
conditions:

               (1) Such successor servicer must be qualified to service loans
          for FNMA or FHLMC;

               (2) Such successor servicer must satisfy the seller/servicer
          eligibility standards in the applicable Servicing Agreement,
          exclusive of any experience in mortgage loan origination, and must
          be reasonably acceptable to the Master Servicer, whose approval
          shall not be unreasonably withheld;

               (3) Such successor servicer must execute and deliver to the
          Trustee and the Master Servicer an agreement, in form and substance
          reasonably satisfactory to the Trustee and the Master Servicer, that
          contains an assumption by such successor servicer of the due and
          punctual performance and observance of each covenant and condition
          to be performed and observed by the applicable Servicer under the
          applicable Servicing Agreement or, in the case of a transfer of
          servicing to a party that is already a Servicer pursuant to this
          Agreement, an agreement to add the related Mortgage Loans to the
          Servicing Agreement already in effect with such Servicer;

               (4) If the successor servicer is not a Servicer of Mortgage
          Loans at the time of transfer, there must be delivered to the
          Trustee a letter from each Rating Agency to the effect that such
          transfer of servicing will not result in a qualification, withdrawal
          or downgrade of the then-current rating of any of the Certificates
          (determined without regard to the Class A4 Certificate Insurance
          Policy, in the case of the Class A4 Certificates);

               (5) The Seller shall, at its cost and expense, take such steps,
          or cause the terminated Servicer to take such steps, as may be
          necessary or appropriate to effectuate and evidence the transfer of
          the servicing of the Mortgage Loans to such successor servicer,
          including, but not limited to, the following: (A) to the extent
          required by the terms of the Mortgage Loans and by applicable
          federal and state laws and regulations, the Seller shall cause the
          prior Servicer to timely mail to each obligor under a Mortgage Loan
          any required notices or disclosures describing the transfer of
          servicing of the Mortgage Loans to the successor servicer; (B) prior
          to the effective date of such transfer of servicing, the Seller
          shall cause the prior Servicer to transmit to any related insurer
          notification of such transfer of servicing; (C) on or prior to the
          effective date of such transfer of servicing, the Seller shall cause
          the prior Servicer to deliver to the successor servicer all Mortgage
          Loan Documents and any related records or materials; (D) on or prior
          to the effective date of such transfer of servicing, the Seller
          shall cause the prior Servicer to transfer to the successor
          servicer, or, if such transfer occurs after a Remittance Date but
          before the next succeeding Deposit Date, to the Master Servicer, all
          funds held by the applicable Servicer in respect of the Mortgage
          Loans; (E) on or prior to the effective date of such transfer of
          servicing, the Seller shall cause the prior Servicer to, after the
          effective date of the transfer of servicing to the successor
          servicer, continue to forward to such successor servicer, within one
          Business Day of receipt, the amount of any payments or other
          recoveries received by the prior Servicer, and to notify the
          successor servicer of the source and proper application of each such
          payment or recovery; and (F) the Seller shall cause the prior
          Servicer to, after the effective date of transfer of servicing to
          the successor servicer, continue to cooperate with the successor
          servicer to facilitate such transfer in such manner and to such
          extent as the successor servicer may reasonably request.

         Section 11.15. Matters Relating to the Class A4 Certificate Insurance
Policy. (a) All notices, statements, reports, certificates or opinions
required by this Agreement to be sent to any other party hereto or to the
Class A4 Certificateholders shall also be sent, and any report or statement
sent by the Master Servicer to the Trustee shall be sent by the Trustee, as
applicable, to the Class A4 Certificate Insurer at the following address:

         MBIA Insurance Corporation
         113 King Street
         Armonk, New York  10504
         Attention:  Insured Portfolio Management - Structured Finance
         Re:  Structured Asset Securities Corporation Mortgage Pass-Through
              Certificates, Series 2001-6, Class A4 Certificates

or such other address as the Class A4 Certificate Insurer may hereafter
furnish to the Depositor and the Trustee.

         (b) Notwithstanding any provision to the contrary, the parties to
this Agreement agree that it is appropriate, in furtherance of the interest of
such parties as set forth herein, the Class A4 Certificate Insurer receive the
benefit of Sections 4.03, 5.02, 5.07 and 11.15 as an intended third party
beneficiary of this Agreement to the extent of such provisions.

         (c) No purchase of the property of the Trust Fund pursuant to Section
7.01(b) shall occur if such purchase would result in a draw on the Class A4
Certificate Insurance Policy, unless the Class A4 Certificate Insurer has
consented to such purchase.

         (d) All references herein to the rating of the Certificates shall be
without regard to the Class A4 Certificate Insurance Policy.



<PAGE>
         IN WITNESS WHEREOF, the Depositor, the Trustee and the Master
Servicer have caused their names to be signed hereto by their respective
officers hereunto duly authorized as of the day and year first above written.

                                  STRUCTURED ASSET SECURITIES
                                    CORPORATION, as Depositor


                                  By: /s/ Ellen V. Kiernan
                                     ------------------------------
                                     Name: Ellen V. Kiernan
                                     Title:  Vice President


                                  WELLS FARGO BANK MINNESOTA,
                                   NATIONAL ASSOCIATION,
                                   as Trustee


                                  By: /s/ Amy Doyle
                                     ------------------------------
                                     Name: Amy Doyle
                                     Title:  Assistant Vice President


                                  AURORA LOAN SERVICES INC.,
                                    as Master Servicer


                                  By: /s/ E. Todd Whitemore
                                      ---------------------------------
                                      Name: E. Todd Whitemore
                                      Title:  Exec. Vice President


Solely for purposes of Section 11.14,
accepted and agreed to by:

LEHMAN CAPITAL, A DIVISION OF
  LEHMAN BROTHERS HOLDINGS INC.


By: /s/ Joseph J. Kelly
   -----------------------------------------------
     Name: Joseph J. Kelly
     Title:  Senior Vice President

<PAGE>

                                   EXHIBIT A
                                   ----------

                             FORMS OF CERTIFICATES



<PAGE>
                                  EXHIBIT B-1
                                  -----------

                     FORM OF TRUSTEE INITIAL CERTIFICATION


                                             --------------------
                                                      [Date]


Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285


         RE:  Trust Agreement, dated as of April 1, 2001, (the "Trust
              Agreement"), between Structured Asset Securities Corporation,
              as Depositor, Aurora Loan Services Inc., as Master Servicer and
              Wells Fargo Bank Minnesota, N.A., as Trustee, with respect to
              Structured Asset Securities Corporation Mortgage Pass-Through
              Certificates, Series 2001-6
              ---------------------------------------------------------------


Ladies and Gentlemen:

         In accordance with Section 2.01(a) of the Trust Agreement, subject to
review of the contents thereof, the undersigned, as Trustee, hereby certifies
that it has received the documents listed in Section 2.01(b) of the Trust
Agreement for each Mortgage File pertaining to each Mortgage Loan listed on
Schedule A, to the Trust Agreement.

         Capitalized words and phrases used herein and not otherwise defined
herein shall have the respective meanings assigned to them in the Trust
Agreement. This Certificate is subject in all respects to the terms of Section
2.02 of the Trust Agreement and the Trust Agreement sections cross-referenced
therein.


                                  WELLS FARGO BANK MINNESOTA, N.A.,
                                  as Trustee


                                  By: ________________________
                                      Name:
                                      Title:




<PAGE>
                                  EXHIBIT B-2
                                  ------------

                     FORM OF TRUSTEE INTERIM CERTIFICATION



                                                  --------------------
                                                       [Date]


Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285

         RE:  Trust Agreement, dated as of April 1, 2001, (the "Trust
              Agreement"), between Structured Asset Securities Corporation,
              as Depositor, Aurora Loan Services Inc., as Master Servicer and
              Wells Fargo Bank Minnesota, N.A., as Trustee, with respect to
              Structured Asset Securities Corporation Mortgage Pass-Through
              Certificates, Series 2001-6
              --------------------------------------------------------------

Ladies and Gentlemen:

         In accordance with Section 2.02(b) of the Trust Agreement, the
undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
listed on the attachment hereto) it has received:

               (1) with respect to each Mortgage Loan, the original Mortgage
          Note endorsed without recourse in proper form to the order of the
          Trustee;

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

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

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

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

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

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

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

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

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

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

         The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed
on the attachment hereto, it has reviewed the documents listed above and has
determined that each such document appears regular on its face and appears to
relate to the Mortgage Loan identified in such document.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement. This Certificate is
qualified in all respects by the terms of said Trust Agreement including, but
not limited to, Section 2.02(b).


                                  WELLS FARGO BANK MINNESOTA, N.A.,
                                  as Trustee


                                  By:_______________________________
                                     Name:
                                     Title:


<PAGE>
                                  EXHIBIT B-3
                                  -----------

                      FORM OF TRUSTEE FINAL CERTIFICATION



                                                    ---------------------
                                                            [Date]


Structured Asset Securities Corporation
200 Vesey Street
New York, New York 10285

         Re:  Trust Agreement, dated as of April 1, 2001, (the "Trust
              Agreement"), between Structured Asset Securities Corporation, as
              Depositor, Aurora Loan Services Inc., as Master Servicer and
              Wells Fargo Bank Minnesota, N.A., as Trustee, with respect to
              Structured Asset Securities Corporation Mortgage Pass-Through
              Certificates, Series 2001-6
              ----------------------------------------------------------------

Ladies and Gentlemen:

         In accordance with Section 2.02(d) of the Trust Agreement, the
undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or
listed on the attachment hereto) it has received the applicable documents
listed in Section 2.02(b) of the Trust Agreement.

         The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan listed
on the attachment hereto, it has reviewed the documents listed above and has
determined that each such document appears to be complete and, based on an
examination of such documents, the information set forth in the Mortgage Loan
Schedule is correct.

         Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement. This Certificate is
qualified in all respects by the terms of said Trust Agreement.

                                  WELLS FARGO BANK MINNESOTA, N.A.,
                                  as Trustee


                                  By:________________________________
                                     Name:
                                     Title:


<PAGE>

                                  EXHIBIT B-4
                                  ------------

                              FORM OF ENDORSEMENT

         Pay to the order of Wells Fargo Bank Minnesota, N.A., as trustee (the
"Trustee") under the Trust Agreement dated as of April 1, 2001, among
Structured Asset Securities Corporation, as Depositor, the Trustee and the
Master Servicer relating to Structured Asset Securities Corporation Mortgage
Pass-Through Certificates, Series 2001-6, without recourse.




                                    --------------------------------------
                                      [current signatory on note]


                                    By:___________________________________
                                       Name:
                                       Title:

<PAGE>
                                   EXHIBIT C
                                   ---------

                 REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT


                                            ---------------------
                                            Date


[Addressed to Trustee
or, if applicable, custodian]



         In connection with the administration of the mortgages held by you as
Trustee under a certain Trust Agreement dated as of April 1, 2001 among
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
Inc., as Master Servicer and you, as Trustee (the "Trust Agreement"), the
undersigned Master Servicer hereby requests a release of the Mortgage File
held by you as Trustee with respect to the following described Mortgage Loan
for the reason indicated below.

         Mortgagor's Name:

         Address:

         Loan No.:

         Reason for requesting file:

         1. Mortgage Loan paid in full. (The Master Servicer hereby certifies
that all amounts received in connection with the loan have been or will be
credited to the Collection Account or the Certificate Account (whichever is
applicable) pursuant to the Trust Agreement.)

         2. The Mortgage Loan is being foreclosed.

         3. Mortgage Loan substituted. (The Master Servicer hereby certifies
that a Qualifying Substitute Mortgage Loan has been assigned and delivered to
you along with the related Mortgage File pursuant to the Trust Agreement.)

         4. Mortgage Loan repurchased. (The Master Servicer hereby certifies
that the Purchase Price has been credited to the Collection Account or the
Certificate Account (whichever is applicable) pursuant to the Trust
Agreement.)

         5. Other. (Describe)

         6. California Mortgage Loan expected to be paid in full.

         The undersigned acknowledges that the above Mortgage File will be
held by the undersigned in accordance with the provisions of the Trust
Agreement and will be returned to you within ten (10) days of our receipt of
the Mortgage File, except if the Mortgage Loan has been paid in full, or
repurchased or substituted for a Qualifying Substitute Mortgage Loan (in which
case the Mortgage File will be retained by us permanently) and except if the
Mortgage Loan is being foreclosed or is a California Mortgage Loan specified
in #6 above (in which case the Mortgage File will be returned when no longer
required by us for such purpose).

         Capitalized terms used herein shall have the meanings ascribed to
them in the Trust Agreement.

                              -------------------------------------
                              [Name of Master Servicer]



                              By:__________________________________
                                 Name:
                                 Title: Servicing Officer

<PAGE>

                                  EXHIBIT D-1
                                  ------------

         FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)



STATE OF            )
                    )  ss.:
COUNTY OF           )

                  [NAME OF OFFICER], _________________ being first duly sworn,
deposes and says:

         1. That he [she] is [title of officer] ________________________ of
[name of Purchaser] _________________________________________ (the
"Purchaser"), a _______________________ [description of type of entity] duly
organized and existing under the laws of the [State of __________] [United
States], on behalf of which he [she] makes this affidavit.

         2. That the Purchaser's Taxpayer Identification Number is
______________.

         3. That the Purchaser is not a "disqualified organization" within the
meaning of Section 860E(e)(5) of the Internal Revenue Code of 1986, as amended
(the "Code") and will not be a "disqualified organization" as of
__________________ [date of transfer], and that the Purchaser is not acquiring
a Residual Certificate (as defined in the Agreement) for the account of, or as
agent (including a broker, nominee, or other middleman) for, any person or
entity from which it has not received an affidavit substantially in the form
of this affidavit. For these purposes, a "disqualified organization" means the
United States, any state or political subdivision thereof, any foreign
government, any international organization, any agency or instrumentality of
any of the foregoing (other than an instrumentality if all of its activities
are subject to tax and a majority of its board of directors is not selected by
such governmental entity), any cooperative organization furnishing electric
energy or providing telephone service to persons in rural areas as described
in Code Section 1381(a)(2)(C), any "electing large partnership" within the
meaning of Section 775 of the Code, or any organization (other than a farmers'
cooperative described in Code Section 521) that is exempt from federal income
tax unless such organization is subject to the tax on unrelated business
income imposed by Code Section 511.

         4. That the Purchaser either (x) is not, and on __________________
[date of transfer] will not be, an employee benefit plan subject to Section
406 or Section 407 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Code, the trustee of any such plan
or a person acting on behalf of any such plan or investing the assets of any
such plan to acquire a Residual Certificate; (y) is an insurance company that
is purchasing the Certificate with funds contained in an "insurance company
general account" as defined in Section V(e) of Prohibited Transaction Class
Exemption ("PTCE") 95-60 and the purchase and holding of the Certificate are
covered under Section I and III of PTCE 95-60; or (z) herewith delivers to the
Trustee and shall deliver to the Depositor an opinion of counsel (a "Benefit
Plan Opinion") satisfactory to the Trustee and the Depositor, and upon which
the Trustee and the Depositor shall be entitled to rely, to the effect that
the purchase or holding of such Residual Certificate by the Investor will not
result in the assets of the Trust Fund being deemed to be plan assets and
subject to the prohibited transaction provisions of ERISA or the Code and will
not subject the Trustee or the Depositor to any obligation in addition to
those undertaken by such entities in the Trust Agreement, which opinion of
counsel shall not be an expense of the Trustee or the Depositor.

         5. That the Purchaser hereby acknowledges that under the terms of the
Trust Agreement (the "Agreement") among Structured Asset Securities
Corporation, Wells Fargo Bank Minnesota, N.A., as Trustee and Aurora Loan
Services Inc., as Master Servicer, dated as of April 1, 2001, no transfer of a
Residual Certificate shall be permitted to be made to any person unless the
Depositor and the Trustee have received a certificate from such transferee
containing the representations in paragraphs 3, 4 and 5 hereof.

         6. That the Purchaser does not hold REMIC residual securities as
nominee to facilitate the clearance and settlement of such securities through
electronic book-entry changes in accounts of participating organizations (such
entity, a "Book-Entry Nominee").

         7. That the Purchaser does not have the intention to impede the
assessment or collection of any federal, state or local taxes legally required
to be paid with respect to such Residual Certificate, and that the Purchaser
has provided financial statements or other financial information requested by
the transferor in connection with the transfer of the Residual Certificate in
order to permit the transferor to assess the financial capability of the
Purchaser to pay such taxes.

         8. That the Purchaser will not transfer a Residual Certificate to any
person or entity (i) as to which the Purchaser has actual knowledge that the
requirements set forth in paragraph 3, paragraph 6 or paragraph 10 hereof are
not satisfied or that the Purchaser has reason to believe does not satisfy the
requirements set forth in paragraph 7 hereof, and (ii) without obtaining from
the prospective Purchaser an affidavit substantially in this form and
providing to the Trustee a written statement substantially in the form of
Exhibit G to the Agreement.

         9. That the Purchaser understands that, as the holder of a Residual
Certificate, the Purchaser may incur tax liabilities in excess of any cash
flows generated by the interest and that it intends to pay taxes associated
with holding such Residual Certificate as they become due.

        10. That the Purchaser (i) is a U.S. Person or (ii) is a Non-U.S.
Person that holds a Residual Certificate in connection with the conduct of a
trade or business within the United States and has furnished the transferor
and the Trustee with an effective Internal Revenue Service Form W-8 ECI
(Certificate of Foreign Person's Claim for exception From Withholding on
Income Effectively Connected with the Conduct of a Trade or Business in the
United States) or successor form at the time and in the manner required by the
Code. "Non-U.S. Person" means any person other than (i) a citizen or resident
of the United States; (ii) a corporation (or entity treated as a corporation
for tax purposes) created or organized in the United States or under the laws
of the United States or of any state thereof, including, for this purpose, the
District of Columbia; (iii) a partnership (or entity treated as a partnership
for tax purposes) organized in the United States or under the laws of the
United States or of any state thereof, including, for this purpose, the
District of Columbia (unless provided otherwise by future Treasury
regulations); (iv) an estate whose income is includible in gross income for
United States income tax purposes regardless of its source; (v) a trust, if a
court within the United States is able to exercise primary supervision over
the administration of the trust and one or more U.S. Persons have authority to
control all substantial decisions of the trust; (vi) and, to the extent
provided in Treasury regulations, certain trusts in existence prior to August
20, 1996 that are treated as United States persons prior to such date and
elect to continue to be treated as United States persons.

         11. That the Purchaser agrees to such amendments of the Trust
Agreement as may be required to further effectuate the restrictions on
transfer of any Residual Certificate to such a "disqualified organization," an
agent thereof, a Book-Entry Nominee, or a person that does not satisfy the
requirements of paragraph 7 and paragraph 10 hereof.

         12. That the Purchaser consents to the designation of the Trustee as
its agent to act as "tax matters person" of the Trust Fund pursuant to the
Trust Agreement.



<PAGE>


         IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
executed on its behalf, pursuant to authority of its Board of Directors, by
its [title of officer] this _____ day of __________, 20__.


                                    --------------------------------------
                                      [name of Purchaser]


                                    By:___________________________________
                                       Name:
                                       Title:


                  Personally appeared before me the above-named [name of
officer] ________________, known or proved to me to be the same person who
executed the foregoing instrument and to be the [title of officer]
_________________ of the Purchaser, and acknowledged to me that he [she]
executed the same as his [her] free act and deed and the free act and deed of
the Purchaser.

                  Subscribed and sworn before me this _____ day of __________,
20__.

NOTARY PUBLIC


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


COUNTY OF_____________________

STATE OF_______________________

My commission expires the _____ day of __________, 20__.

<PAGE>

                                  EXHIBIT D-2
                                  -----------

         FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)


                                                           ------------------
                                                                 Date





                  Re:      Structured Asset Securities Corporation
                           Mortgage Pass-Through Certificates
                           Series 2001-6
                           ------------------------------------------------



                  _______________________ (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:

<PAGE>

                                   EXHIBIT E
                                   ----------

                             SERVICING AGREEMENTS



<PAGE>

                                   EXHIBIT F
                                   ---------

                    FORM OF RULE 144A TRANSFER CERTIFICATE


         Re:      Structured Asset Securities Corporation
                  Mortgage Pass-Through Certificates
                  Series 2001-6
                  ----------------------------------------

                  Reference is hereby made to the Trust Agreement dated as of
February 1, 2001 (the "Trust Agreement") among Structured Asset Securities
Corporation, as Depositor, Wells Fargo Bank Minnesota, N.A., as Trustee and
Aurora Loan Services Inc., as Master Servicer. Capitalized terms used but not
defined herein shall have the meanings given to them in the Trust Agreement.

                  This letter relates to $_________ initial Certificate
Principal Amount of Class ______ Certificates which are held in the form of
Definitive Certificates registered in the name of (the "Transferor"). The
Transferor has requested a transfer of such Definitive Certificates for
Definitive Certificates of such Class registered in the name of [insert name
of transferee].

                  In connection with such request, and in respect of such
Certificates, the Transferor hereby certifies that such Certificates are being
transferred in accordance with (i) the transfer restrictions set forth in the
Trust Agreement and the Certificates and (ii) Rule 144A under the Securities
Act to a purchaser that the Transferor reasonably believes is a "qualified
institutional buyer" within the meaning of Rule 144A purchasing for its own
account or for the account of a "qualified institutional buyer", which
purchaser is aware that the sale to it is being made in reliance upon Rule
144A, in a transaction meeting the requirements of Rule 144A and in accordance
with any applicable securities laws of any state of the United States or any
other applicable jurisdiction.

                  This certificate and the statements contained herein are
made for your benefit and the benefit of the Placement Agent and the
Depositor.

                                     ----------------------------------------
                                       [Name of Transferor]



                                     By:_____________________________________
                                        Name:
                                        Title:

Dated: __________________, ________

<PAGE>

                                   EXHIBIT G
                                   ----------


                        FORM OF PURCHASER'S LETTER FOR
                       INSTITUTIONAL ACCREDITED INVESTOR


                                                           ------------------
                                                                    Date


Dear Sirs:


         In connection with our proposed purchase of $______________ principal
amount of Mortgage Pass-Through Certificates, Series 2001-6 (the "Privately
Offered Certificates") of Structured Asset Securities Corporation (the
"Depositor") which are held in the form of Definitive Certificates, we confirm
that:

(1)      We understand that the Privately Offered Certificates have not
         been, and will not be, registered under the Securities Act of 1933,
         as amended (the "Securities Act"), and may not be sold except as
         permitted in the following sentence. We agree, on our own behalf and
         on behalf of any accounts for which we are acting as hereinafter
         stated, that if we should sell any Privately Offered Certificates
         within two years of the later of the date of original issuance of the
         Privately Offered Certificates or the last day on which such
         Privately Offered Certificates are owned by the Depositor or any
         affiliate of the Depositor (which includes the Placement Agent) we
         will do so only (A) to the Depositor, (B) to "qualified institutional
         buyers" (within the meaning of Rule 144A under the Securities Act) in
         accordance with Rule 144A under the Securities Act ("QIBs"), (C)
         pursuant to the exemption from registration provided by Rule 144
         under the Securities Act, or (D) to an institutional "accredited
         investor" within the meaning of Rule 501(a)(1), (2), (3) or (7) of
         Regulation D under the Securities Act that is not a QIB (an
         "Institutional Accredited Investor") which, prior to such transfer,
         delivers to the Trustee under the Trust Agreement dated as of April
         1, 2001 among the Depositor, Wells Fargo Bank Minnesota, N.A., as
         Trustee (the "Trustee") and Aurora Loan Services Inc., as Master
         Servicer, a signed letter in the form of this letter; and we further
         agree, in the capacities stated above, to provide to any person
         purchasing any of the Privately Offered Certificates from us a notice
         advising such purchaser that resales of the Privately Offered
         Certificates are restricted as stated herein.

(2)      We understand that, in connection with any proposed resale of
         any Privately Offered Certificates to an Institutional Accredited
         Investor, we will be required to furnish to the Trustee and the
         Depositor a certification from such transferee in the form hereof to
         confirm that the proposed sale is being made pursuant to an exemption
         from, or in a transaction not subject to, the registration
         requirements of the Securities Act. We further understand that the
         Privately Offered Certificates purchased by us will bear a legend to
         the foregoing effect.

(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.



<PAGE>


         You and the Depositor are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official inquiry
with respect to the matters covered hereby.

                                                     Very truly yours,



                                                     -----------------------
                                                          [Purchaser]



                                                     By_______________________
                                                       Name:
                                                       Title:

<PAGE>

                                   EXHIBIT H
                                   ----------

                      [FORM OF ERISA TRANSFER AFFIDAVIT]

STATE OF NEW YORK         )
                          )  ss.:
COUNTY OF NEW YORK        )

                  The undersigned, being first duly sworn, deposes and says as
follows:

         1. The undersigned is the ______________________ of (the "Investor"),
a [corporation duly organized] and existing under the laws of __________, on
behalf of which he makes this affidavit.

         2. The Investor either (x) is not, and on ___________ [date of
transfer] will not be, an employee benefit plan subject to Section 406 or
Section 407 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended
(the "Code"), the trustee of any such plan or a person acting on behalf of any
such plan or investing the assets of any such plan; (y) if the Certificate has
been the subject of an ERISA-Qualifying Underwriting, is an insurance company
that is purchasing the Certificate with funds contained in an "insurance
company general account" as defined in Section V(e) of Prohibited Transaction
Class Exemption ("PTCE") 95-60 and the purchase and holding of the Certificate
are covered under Section I and III of PTCE 95-60; or (z) herewith delivers to
the Trustee and shall deliver to the Depositor an opinion of counsel (a
"Benefit Plan Opinion") satisfactory to the Trustee and the Depositor, and
upon which the Trustee and the Depositor shall be entitled to rely, to the
effect that the purchase or holding of such Certificate by the Investor will
not result in the assets of the Trust Fund being deemed to be plan assets and
subject to the prohibited transaction provisions of ERISA or the Code and will
not subject the Trustee or the Depositor to any obligation in addition to
those undertaken by such entities in the Trust Agreement, which opinion of
counsel shall not be an expense of the Trustee or the Depositor.

         3. The Investor hereby acknowledges that under the terms of the Trust
Agreement (the "Agreement") among Structured Asset Securities Corporation, as
Depositor, Wells Fargo Bank Minnesota, N.A., as Trustee and Aurora Loan
Services Inc., as Master Servicer, dated as of April 1, 2001, no transfer of
the ERISA-Restricted Certificates shall be permitted to be made to any person
unless the Depositor and Trustee have received a certificate from such
transferee in the form hereof.



<PAGE>


                  IN WITNESS WHEREOF, the Investor has caused this instrument
to be executed on its behalf, pursuant to proper authority, by its duly
authorized officer, duly attested, this ____ day of _______________, 20__.


                               ----------------------------------------
                                  [Investor]


                               By:_____________________________________
                                  Name:
                                  Title:

ATTEST:


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

STATE OF                 )
                         )  ss.:
COUNTY OF                )

                  Personally appeared before me the above-named
___________________, known or proved to me to be the same person who executed
the foregoing instrument and to be the _________________ of the Investor, and
acknowledged that he executed the same as his free act and deed and the free
act and deed of the Investor.

                  Subscribed and sworn before me this _____ day of ___________
20___.


                                  ----------------------------------
                                  NOTARY PUBLIC

                                  My commission expires the
                                  ____ day of __________, 20__.

<PAGE>

                                   EXHIBIT I
                                   ---------

                           MONTHLY REMITTANCE ADVICE

<PAGE>

                                   EXHIBIT J
                                   ---------

                     MONTHLY ELECTRONIC DATA TRANSMISSION

<PAGE>

                                   EXHIBIT K
                                   ---------

                             CUSTODIAL AGREEMENTS



<PAGE>

                                   EXHIBIT L
                                   ---------

                              INSURANCE AGREEMENT





<PAGE>

                                   EXHIBIT M
                                   ---------

                     CLASS A4 CERTIFICATE INSURANCE POLICY







<PAGE>

                                  EXHIBIT N-1


                         FORM OF TRANSFER CERTIFICATE
                 FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY
                        TO REGULATION S GLOBAL SECURITY
                      (Transfers pursuant toss.3.03(h)(B)
                               of the Agreement)
                 ----------------------------------------


                  Re:  Structured Asset Securities Corporation Mortgage Loan
                       Trust Mortgage Pass-Through Certificates, Series 2001-6

         Reference is hereby made to the Trust Agreement (the "Agreement")
among Structured Asset Securities Corporation, as Depositor, Aurora Loan
Services Inc., as Master Servicer, Wells Fargo Bank Minnesota, N.A., as
Trustee, dated as of April 1, 2001. Capitalized terms used but not defined
herein shall have the meanings given to them in the Agreement.

         This letter relates to U.S. $ ______________________________
aggregate principal amount of Securities which are held in the form of a
Restricted Global Security with DTC in the name of [name of transferor]
_______________________________ (the "Transferor") to effect the transfer of
the Securities in exchange for an equivalent beneficial interest in a
Regulation S Global Security.

         In connection with such request, the Transferor does hereby certify
that such transfer has been effected in accordance with the transfer
restrictions set forth in the Agreement and the Securities and in accordance
with Rule 904 of Regulation S, and that:

                  a.       the offer of the Securities was not made to a person
                  in the United States;

                  b.       at the time the buy order was originated, the
                  transferee was outside the United States or the Transferor
                  and any person acting on its behalf reasonably believed that
                  the transferee was outside the United States;

                  c.       no directed selling efforts have been made in
                  contravention of the requirements of Rule 903 or 904 of
                  Regulation S, as applicable;

                  d.       the transaction is not part of a plan or scheme to
                  evade the registration requirements of the United States
                  Securities Act of 1933, as amended; and

                  e.       the transferee is not a U.S. person (as defined in
                  Regulation S).

         You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to
the matters covered hereby. Terms used in this certificate have the meanings
set forth in Regulation S.




                                                     ------------------------
                                                     [Name of Transferor]


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


Date:                              ,
     ------------------------------  -----

<PAGE>

                                  EXHIBIT N-2


                   FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                       FROM REGULATION S GLOBAL SECURITY
                         TO RESTRICTED GLOBAL SECURITY
                      (Transfers pursuant toss.3.03(h)(C)
                               of the Agreement)
                   -----------------------------------------


                  Re:  Structured Asset Securities Corporation Mortgage
                       Pass-Through Certificates, Series 2001-6

         Reference is hereby made to the Trust Agreement (the "Agreement")
among Structured Asset Securities Corporation, as Depositor, Aurora Loan
Services Inc., as Master Servicer, Wells Fargo Bank Minnesota, N.A., as
Trustee, dated as of April 1, 2001. Capitalized terms used but not defined
herein shall have the meanings given to them in the Agreement.

         This letter relates to U.S. $ ______________________________
aggregate principal amount of Securities which are held in the form of a
Regulations S Global Security in the name of [name of transferor]
_______________________________ (the "Transferor") to effect the transfer of
the Securities in exchange for an equivalent beneficial interest in a
Restricted Global Security.

         In connection with such request, and in respect of such Securities,
the Transferor does hereby certify that such Securities are being transferred
in accordance with (i) the transfer restrictions set forth in the Agreement
and the Securities and (ii) Rule 144A under the United States Securities Act
of 1933, as amended, to a transferee that the Transferor reasonably believes
is purchasing the Securities for its own account or an account with respect to
which the transferee exercises sole investment discretion, the transferee and
any such account is a qualified institutional buyer within the meaning of Rule
144A, in a transaction meeting the requirements of Rule 144A and in accordance
with any applicable securities laws of any state of the United States or any
other jurisdiction.


                                            ------------------------------
                                            [Name of Transferor]

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

Date:                               ,
     ------------------------------  ----



<PAGE>

                                  SCHEDULE A
                                  -----------


                              ALL MORTGAGE LOANS

                              (by Mortgage Pool)



      [To be retained at the Washington, D.C. office of Brown & Wood LLP]

<PAGE>

                                  SCHEDULE B
                                  ----------

                     MORTGAGE LOANS WITH RETAINED INTEREST


      [To be retained at the Washington, D.C. office of Brown & Wood LLP]