<PAGE>


                                                                  EXECUTION COPY


             STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,

                 AURORA LOAN SERVICES INC., as Master Servicer,

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                           as Securities Administrator

                                       and

                            HSBC Bank USA, as Trustee

                           ___________________________

                                 TRUST AGREEMENT

                           Dated as of January 1, 2004

                           ___________________________



                 STRUCTURED ADJUSTABLE RATE MORTGAGE LOAN TRUST
                       MORTGAGE PASS-THROUGH CERTIFICATES
                                  SERIES 2004-1


<PAGE>


                                TABLE OF CONTENTS

                                   (continued)

<TABLE>
<CAPTION>
                                                                                                               Page
<S>          <C>   <C>         <C>                                                                             <C>
Article I          DEFINITIONS..................................................................................19

         Section 1.01.         Definitions......................................................................19

         Section 1.02.         Calculations Respecting Mortgage Loans...........................................62

Article II          DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES..............................................62

         Section 2.01.         Creation and Declaration of Trust Fund; Conveyance of Mortgage Loans.............62

         Section 2.02.         Acceptance of Trust Fund by Trustee: Review of Documentation for Trust
                               Fund.............................................................................66

         Section 2.03.         Representations and Warranties of the Depositor..................................67

         Section 2.04.         Discovery of Breach..............................................................69

         Section 2.05.         Repurchase, Purchase or Substitution of Mortgage Loans...........................70

         Section 2.06.         Grant Clause.....................................................................71

Article III        THE CERTIFICATES.............................................................................71

         Section 3.01.         The Certificates.................................................................71

         Section 3.02.         Registration.....................................................................72

         Section 3.03.         Transfer and Exchange of Certificates............................................73

         Section 3.04.         Cancellation of Certificates.....................................................78

         Section 3.05.         Replacement of Certificates......................................................79

         Section 3.06.         Persons Deemed Owners............................................................79

         Section 3.07.         Temporary Certificates...........................................................79

         Section 3.08.         Appointment of Paying Agent......................................................80

         Section 3.09.         Book-Entry Certificates..........................................................80

Article IV         ADMINISTRATION OF THE TRUST FUND.............................................................81

         Section 4.01.         Collection Account...............................................................81

         Section 4.02.         Application of Funds in the Collection Account...................................83

         Section 4.03.         Reports to Certificateholders....................................................85

         Section 4.04.         Certificate Account..............................................................89

         Section 4.05.         Determination of LIBOR...........................................................90

         Section 4.06.         Certain Provisions with Respect to the Participations............................91

Article V         DISTRIBUTIONS TO HOLDERS OF CERTIFICATES......................................................91

         Section 5.01.         Distributions Generally..........................................................91
</TABLE>
                                       i
<PAGE>

                                TABLE OF CONTENTS

                                   (continued)
<TABLE>
<CAPTION>
<S>          <C>   <C>         <C>                                                                             <C>
                                                                                                               Page
         Section 5.02.         Distributions from the Certificate Account.......................................92

         Section 5.03.         Allocation of Realized Losses...................................................103

         Section 5.04.         Advances by the Master Servicer and the Securities Administrator................108

         Section 5.05.         Compensating Interest Payments..................................................109

         Section 5.06.         [Reserved]......................................................................109

Article VI        CONCERNING THE AND THE SECURITIES ADMINISTRATOR TRUSTEE; EVENTS OF DEFAULT...................110

         Section 6.01.         Duties of Trustee and the Securities Administrator..............................110

         Section 6.02.         Certain Matters Affecting the Trustee and the Securities Administrator..........112

         Section 6.03.         Trustee Not Liable for Certificates.............................................113

         Section 6.04.         Trustee and the Securities Administrator May Own Certificates...................114

         Section 6.05.         Eligibility Requirements for Trustee and the Securities Administrator...........114

         Section 6.06.         Resignation and Removal of Trustee and the Securities Administrator.............114

         Section 6.07.         Successor Trustee and the Securities Administrator..............................115

         Section 6.08.         Merger or Consolidation of Trustee or the Securities Administrator..............116

         Section 6.09.         Appointment of Co-Trustee, Separate Trustee or Custodian........................116

         Section 6.10.         Authenticating Agents...........................................................117

         Section 6.11.         Indemnification of Trustee and the Securities Administrator.....................118

         Section 6.12.         Fees and Expenses of Securities Administrator, Trustee and Custodian............119

         Section 6.13.         Collection of Monies............................................................119

         Section 6.14.         Events of Default; Securities Administrator To Act; Appointment of
                               Successor.......................................................................119

         Section 6.15.         Additional Remedies of Trustee Upon Event of Default............................123

         Section 6.16.         Waiver of Defaults..............................................................124

         Section 6.17.         Notification to Holders.........................................................124

         Section 6.18.         Directions by Certificateholders and Duties of Trustee During Event of
                               Default.........................................................................124
</TABLE>
                                       ii
<PAGE>

                                TABLE OF CONTENTS

                                   (continued)
<TABLE>
<CAPTION>
<S>          <C>   <C>         <C>                                                                             <C>
                                                                                                               Page
         Section 6.19.         Action Upon Certain Failures of the Master Servicer and Upon Event of
                               Default.........................................................................125

         Section 6.20.         Preparation of Tax Returns and Other Reports....................................125

Article VII        PURCHASE AND TERMINATION OF THE TRUST FUND..................................................126

         Section 7.01.         Termination of Trust Fund Upon Repurchase or Liquidation of All Mortgage
                               Loans...........................................................................126

         Section 7.02.         Procedure Upon Termination of Trust Fund........................................127

         Section 7.03.         Additional Requirements under the REMIC Provisions..............................128

Article VIII       RIGHTS OF CERTIFICATEHOLDERS................................................................129

         Section 8.01.         Limitation on Rights of Holders.................................................129

         Section 8.02.         Access to List of Holders.......................................................129

         Section 8.03.         Acts of Holders of Certificates.................................................130

Article IX         ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER.......................131

         Section 9.01.         Duties of the Master Servicer...................................................131

         Section 9.02.         Master Servicer Fidelity Bond and Master Servicer Errors and Omissions
                               Insurance Policy................................................................131

         Section 9.03.         Master Servicer's Financial Statements and Related Information..................132

         Section 9.04.         Power to Act; Procedures........................................................132

         Section 9.05.         Servicing Agreements Between the Master Servicer and Servicers;
                               Enforcement of Servicers' Obligations...........................................134

         Section 9.06.         Collection of Taxes, Assessments and Similar Items..............................135

         Section 9.07.         Termination of Servicing Agreements; Successor Servicers........................135

         Section 9.08.         Master Servicer Liable for Enforcement..........................................136

         Section 9.09.         No Contractual Relationship Between Servicers and Trustee or Depositor..........136

         Section 9.10.         Assumption of Servicing Agreement by Securities Administrator...................136

         Section 9.11.         "Due-on-Sale" Clauses; Assumption Agreements....................................137

         Section 9.12.         Release of Mortgage Files.......................................................137

         Section 9.13.         Documents, Records and Funds in Possession of Master Servicer To Be Held
                               for Trustee.....................................................................138
</TABLE>

                                      iii
<PAGE>

                                TABLE OF CONTENTS

                                   (continued)
<TABLE>
<CAPTION>
<S>          <C>   <C>         <C>                                                                             <C>
                                                                                                               Page
         Section 9.14.         Representations and Warranties of the Master Servicer...........................140

         Section 9.15.         Closing Certificate and Opinion.................................................142

         Section 9.16.         Standard Hazard and Flood Insurance Policies....................................142

         Section 9.17.         Presentment of Claims and Collection of Proceeds................................143

         Section 9.18.         Maintenance of the Primary Mortgage Insurance Policies..........................143

         Section 9.19.         Trustee To Retain Possession of Certain Insurance Policies and Documents........143

         Section 9.20.         Realization Upon Defaulted Mortgage Loans.......................................144

         Section 9.21.         Compensation to the Master Servicer.............................................144

         Section 9.22.         REO Property....................................................................145

         Section 9.23.         [Reserved]......................................................................146

         Section 9.24.         Reports to the Securities Administrator.........................................146

         Section 9.25.         Annual Officer's Certificate as to Compliance...................................146

         Section 9.26.         Annual Independent Accountants' Servicing Report................................147

         Section 9.27.         Merger or Consolidation.........................................................147

         Section 9.28.         Resignation of Master Servicer..................................................148

         Section 9.29.         Assignment or Delegation of Duties by the Master Servicer.......................148

         Section 9.30.         Limitation on Liability of the Master Servicer and Others.......................148

         Section 9.31.         Indemnification; Third-Party Claims.............................................149

Article X          REMIC ADMINISTRATION........................................................................150

         Section 10.01.        REMIC and Grantor Trust Administration..........................................150

         Section 10.02.        Prohibited Transactions and Activities..........................................155

         Section 10.03.        Indemnification with Respect to Certain Taxes and Loss of REMIC Status..........156

         Section 10.04.        REO Property....................................................................156

Article XI         MISCELLANEOUS PROVISIONS....................................................................157

         Section 11.01.        Binding Nature of Agreement; Assignment.........................................157

         Section 11.02.        Entire Agreement................................................................157

         Section 11.03.        Amendment.......................................................................157

         Section 11.04.        Voting Rights...................................................................159

         Section 11.05.        Provision of Information........................................................159
</TABLE>

                                       iv
<PAGE>

                                TABLE OF CONTENTS

                                   (continued)
<TABLE>
<CAPTION>
<S>          <C>   <C>         <C>                                                                             <C>
                                                                                                               Page
         Section 11.06.        Governing Law...................................................................159

         Section 11.07.        Notices.........................................................................159

         Section 11.08.        Severability of Provisions......................................................160

         Section 11.09.        Indulgences; No Waivers.........................................................160

         Section 11.10.        Headings Not To Affect Interpretation...........................................160

         Section 11.11.        Benefits of Agreement...........................................................160

         Section 11.12.        Special Notices to the Rating Agencies..........................................160

         Section 11.13.        Counterparts....................................................................161

         Section 11.14.        Transfer of Servicing...........................................................161
</TABLE>


                                       V
<PAGE>

                                   ATTACHMENTS

<TABLE>
<CAPTION>
<S>               <C>
Exhibit A         Forms of Certificates
Exhibit B-1       Form of Initial Certification
Exhibit B-2       Form of Interim Certification
Exhibit B-3       Form of Final Certification
Exhibit B-4       Form of Endorsement
Exhibit C         Request for Release of Documents and Receipt
Exhibit D-l       Form of Residual Certificate Transfer Affidavit (Transferee)
Exhibit D-2       Form of Residual Certificate Transfer Affidavit (Transferor)
Exhibit E         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-1       Form of Transfer Certificate for Transfer from Restricted Global Security to
                  Regulation S Global Security
Exhibit L-2       Form of Transfer Certificate for Transfer from Regulation S Global Security to
                  Restricted Global Security
Exhibit M         Form of Certification to be Provided to the Depositor and the Master Servicer by
                  the Trustee
Exhibit N         Form of Cap Agreement


Schedule A        Mortgage Loan Schedule
Schedule B        Employee Mortgage Loan Schedule
Schedule C        Pool 4 AX Mortgage Loans
Schedule D        Pool 4 PAX Mortgage Loans
</TABLE>


<PAGE>

     This TRUST AGREEMENT, dated as of January 1, 2004 (the "Agreement"), is by
and among STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as
depositor (the "Depositor"), AURORA LOAN SERVICES INC., as master servicer (the
"Master Servicer"), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
corporation, as securities administrator (the "Securities Administrator") and
HSBC BANK USA, a New York state banking corporation, as trustee (the "Trustee").

                              PRELIMINARY STATEMENT

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

     As provided herein, the Trustee shall elect that the Trust Fund (other than
the Cap Agreement, the Cap Agreement Reserve Fund and the rights to Prepayment
Penalty Amounts, and the interests in the grantor trusts described in Section
10.01 hereof) shall be treated for federal income tax purposes as comprising
five real estate mortgage investment conduits (each a "REMIC" or, in the
alternative, REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5, (REMIC 5 also being
referred to herein as the "Upper Tier REMIC")). As is described in Section 10.01
hereof, the Trust Fund will also be treated for federal income tax purposes as
including six grantor trusts. Each Certificate, other than the Class P-I, Class
P-II, Class P-III, Class CX and the Class R Certificates, 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 each of REMIC 1, REMIC 2, REMIC 3, REMIC 4, and REMIC 5
for purposes of the REMIC Provisions. Each REMIC 5 Regular Interest is hereby
designated as a regular interest in REMIC 5. The Upper Tier REMIC shall hold as
assets the several classes of uncertificated REMIC 4 Regular Interests, the
Class LT2-4AXIO Interest and the Class LT2-4PAXIO Interest. Each REMIC 4 Regular
Interest is hereby designated as a regular interest in REMIC 4. REMIC 4 shall
hold as assets the several classes of uncertificated REMIC 3 Regular Interests.
Each REMIC 3 Regular Interest is hereby designated as a regular interest in
REMIC 3. REMIC 3 shall hold as assets the several classes of uncertificated
REMIC 2 Regular Interests, other than the Class LT2-4AXIO Interest and the Class
LT2-4PAXIO Interest. Each REMIC 2 Regular Interest is hereby designated as a
regular interest in REMIC 2. REMIC 2 shall hold as assets the several classes of
uncertificated REMIC 1 Regular Interests. Each REMIC 1 Regular Interest is
hereby designated as a regular interest in REMIC 1. REMIC 1 shall hold as assets
all property of the Trust Fund other than the REMIC 2 Regular Interests, the
REMIC 3 Regular Interests, the REMIC 4 Regular Interests, the REMIC 5

                                       1
<PAGE>

Regular Interests, the Cap Agreement, the Cap Agreement Reserve Fund and the
rights to Prepayment Penalty Amounts and interests in the grantor trusts
described in Section 10.01 hereof.

REMIC 1

     The following table specifies the class designation, interest rate,
principal amount and related Mortgage Pool for each class of REMIC 1 Interests.

<TABLE>
<CAPTION>
     REMIC 1                            Initial Class or Principal
Class Designation     Interest Rate                Amount             Related Pool or Pools
-----------------     -------------     --------------------------    ---------------------
<S>     <C>                 <C>                <C>                                  <C>
Class LT1-1                 (1)                $231,587,818.00                 Pool 1
Class LT1-2                 (2)                 $26,093,832.66                 Pool 2
Class LT1-3                 (3)                $214,075,785.63                 Pool 3
Class LT1-4AX               (4)                $346,942,096.82                 Pool 4
Class LT1-4PAX              (5)                $178,490,706.68                 Pool 4
Class LT1-5                 (6)                $106,380,986.08                 Pool 5
Class LT1-6                 (7)                 $76,025,479.26                 Pool 6
Class LT1-R                 (8)                             (8)                N/A
</TABLE>
-------------------
(1)  For any Distribution Date, the interest rate for the Class LT1-1 Interest
     shall be a per annum rate equal to the weighted average of the Net Mortgage
     Rates of the Pool 1 Mortgage Loans at the beginning of the related Due
     Period, weighted on the basis of their respective Scheduled Principal
     Balances as of the preceding Distribution Date (or, if there is no
     preceding Distribution Date, as of the Cut-off Date).

(2)  For any Distribution Date, the interest rate for the Class LT1-2 Interest
     shall be a per annum rate equal to the weighted average of the Net Mortgage
     Rates of the Pool 2 Mortgage Loans at the beginning of the related Due
     Period, weighted on the basis of their respective Scheduled Principal
     Balances as of the preceding Distribution Date (or, if there is no
     preceding Distribution Date, as of the Cut-off Date).

(3)  For any Distribution Date, the interest rate for the Class LT1-3 Interest
     shall be a per annum rate equal to the weighted average of the Net Mortgage
     Rates of the Pool 3 Mortgage Loans at the beginning of the related Due
     Period, weighted on the basis of their respective Scheduled Principal
     Balances as of the preceding Distribution Date (or, if there is no
     preceding Distribution Date, as of the Cut-off Date).

(4)  For any Distribution Date prior to the Distribution Date in December 2008,
     the interest rate for the Class LT1-4AX Interest shall be a per annum rate
     equal to the weighted average of the Net Mortgage Rates of the Pool 4 AX
     Mortgage Loans at the beginning of the related Due Period, weighted on the
     basis of their respective Scheduled Principal Balances as of the preceding
     Distribution Date (or, if there is no preceding Distribution Date, as of
     the Cut-off Date). For each Distribution Date starting with the
     Distribution Date in December 2008, the interest rate for the Class LT1-4AX
     Interest shall be a per annum rate equal to the weighted average of the Net
     Mortgage Rates of the Pool 4 Mortgage Loans at the beginning of the related
     Due Period, weighted on the basis of their respective Scheduled Principal
     Balances as of the preceding Distribution Date (or, if there is no
     preceding Distribution Date, as of the Cut-off Date).

(5)  For any Distribution Date prior to the Distribution Date in December 2008,
     the interest rate for the Class LT1-4PAX Interest shall be a per annum rate
     equal to the weighted average of the Net Mortgage Rates of the Pool 4 PAX
     Mortgage Loans at the beginning of the related Due Period, weighted on the
     basis of their respective Scheduled Principal Balances as of the preceding
     Distribution Date (or, if there is no preceding Distribution Date, as of
     the Cut-off Date). For each Distribution Date starting with the
     Distribution Date in

                                       2
<PAGE>

     December 2008, the interest rate for the Class LT1-4PAX Interest shall be a
     per annum rate equal to the weighted average of the Net Mortgage Rates of
     the Pool 4 Mortgage Loans at the beginning of the related Due Period,
     weighted on the basis of their respective Scheduled Principal Balances as
     of the preceding Distribution Date (or, if there is no preceding
     Distribution Date, as of the Cut-off Date).

(6)  For any Distribution Date, the interest rate for the Class LT1-5 Interest
     shall be a per annum rate equal to the weighted average of the Net Mortgage
     Rates of the Pool 5 Mortgage Loans at the beginning of the related Due
     Period, weighted on the basis of their respective Scheduled Principal
     Balances as of the preceding Distribution Date (or, if there is no
     preceding Distribution Date, as of the Cut-off Date).

(7)  For any Distribution Date, the interest rate for the Class LT1-6 Interest
     shall be a per annum rate equal to the weighted average of the Net Mortgage
     Rates of the Pool 6 Mortgage Loans at the beginning of the related Due
     Period, weighted on the basis of their respective Scheduled Principal
     Balances as of the preceding Distribution Date (or, if there is no
     preceding Distribution Date, as of the Cut-off Date).

(8)  The Class LT1-R Interest shall represent the sole class of residual
     interest in REMIC 1. The Class LT1-R Interest will not have a principal
     amount or an interest rate. The Class LT1-R Interest shall be represented
     by the Class R Certificate.

     All Realized Losses from the Pool 1 Mortgage Loans shall be allocated to
the Class LT1-1 Interest and all payments of principal and interest received
with respect to the Pool 1 Mortgage Loans shall be paid on the Class LT1-1
Interest in payment of accrued interest and principal until the principal
balance of such Class is reduced to zero and any losses allocated to such Class
have been reimbursed.

     All Realized Losses from the Pool 2 Mortgage Loans shall be allocated to
the Class LT1-2 Interest and all payments of principal and interest received
with respect to the Pool 2 Mortgage Loans shall be paid on the Class LT1-2
Interest in payment of accrued interest and principal until the principal
balance of such Class is reduced to zero and any losses allocated to such Class
have been reimbursed.

     All Realized Losses from the Pool 3 Mortgage Loans shall be allocated to
the Class LT1-3 Interest and all payments of principal and interest received
with respect to the Pool 3 Mortgage Loans shall be paid on the Class LT1-3
Interest in payment of accrued interest and principal until the principal
balance of such Class is reduced to zero and any losses allocated to such Class
have been reimbursed.

     All Realized Losses from the Pool 4 AX Mortgage Loans shall be allocated to
the Class LT1-4AX Interest and all payments of principal and, for Distribution
Dates prior to the Distribution Date in December 2008, interest received with
respect to the Pool 4 AX Mortgage Loans shall be paid on the Class LT1-4AX
Interest in payment of accrued interest and principal until the principal
balance of such Class is reduced to zero and any losses allocated to such Class
have been reimbursed.

     All Realized Losses from the Pool 4 PAX Mortgage Loans shall be allocated
to the Class LT1-4PAX Interest and all payments of principal and, for
Distribution Dates prior to the Distribution Date in December 2008, interest
received with respect to the Pool 4 PAX Mortgage Loans shall be paid on the
Class LT1-4PAX Interest in payment of accrued interest and principal until the
principal balance of such Class is reduced to zero and any losses allocated to
such Class have been reimbursed.

                                       3
<PAGE>

     For each Distribution Date starting with the Distribution Date in December
2008, interest received on the Pool 4 Mortgage Loans will be distributed in
respect of the Class LT1-4AX Interest and the Class LT1-4PAX Interest in
proportion to the relative outstanding unpaid interest amounts for those
Interests.

     All Realized Losses from the Pool 5 Mortgage Loans shall be allocated to
the Class LT1-5 Interest and all payments of principal and interest received
with respect to the Pool 5 Mortgage Loans shall be paid on the Class LT1-5
Interest in payment of accrued interest and principal until the principal
balance of such Class is reduced to zero and any losses allocated to such Class
have been reimbursed.

     All Realized Losses from the Pool 6 Mortgage Loans shall be allocated to
the Class LT1-6 Interest and all payments of principal and interest received
with respect to the Pool 6 Mortgage Loans shall be paid on the Class LT1-6
Interest in payment of accrued interest and principal until the principal
balance of such Class is reduced to zero and any losses allocated to such Class
have been reimbursed.

REMIC 2

     The following table specifies the class designation, interest rate,
principal amount and related Mortgage Pool for each class of REMIC 2 Interests.

<TABLE>
<CAPTION>
     REMIC 2                            Initial Class or Principal
Class Designation     Interest Rate                Amount             Related Pool or Pools
-----------------     -------------     --------------------------    ---------------------
<S>     <C>                 <C>                <C>                                  <C>
Class LT2-1                 (1)               $231,587,818.00                 Pool 1
Class LT2-2                 (2)                $26,093,832.66                 Pool 2
Class LT2-3                 (3)               $214,075,785.63                 Pool 3
Class LT2-4AX               (4)               $346,942,096.82                 Pool 4
Class LT2-4AXIO             (5)                           (11)                Pool 4
Class LT2-4PAX              (6)               $178,490,706.68                 Pool 4
Class LT2-4PAXIO            (7)                           (12)                Pool 4
Class LT2-5                 (8)               $106,380,986.08                 Pool 5
Class LT2-6                 (9)                $76,025,479.26                 Pool 6
Class LT2-R                (10)                           (10)                 N/A
</TABLE>

-------------------
(1)  For any Distribution Date, the interest rate for the Class LT2-1 Interest
     shall be the interest rate on the Class LT1-1 Interest.

(2)  For any Distribution Date, the interest rate for the Class LT2-2 Interest
     shall be the interest rate on the Class LT1-2 Interest.

(3)  For any Distribution Date, the interest rate for the Class LT2-3 Interest
     shall be the interest rate on the Class LT1-3 Interest.

(4)  For any Distribution Date prior to the Distribution Date in December 2008,
     the interest rate for the Class LT2-4AX Interest shall be the lesser of (i)
     4.2875988389% and (ii) the interest rate on the Class LT1-4AX Interest. For
     each Distribution Date starting with the Distribution Date in December
     2008, the interest rate for the Class LT2-4AX Interest shall be the
     interest rate on the Class LT1-4AX Interest.

                                       4
<PAGE>

(5)  For any Distribution Date prior to the Distribution Date in December 2008,
     the interest rate for the Class LT2-4AXIO Interest shall be equal to the
     excess, if any, of (i) the interest rate on the Class LT1-4AX Interest over
     (ii) 4.2875988389%. The Class LT2-4AXIO Interest shall not be entitled to
     any distributions in respect of Distribution Dates after November 2008.

(6)  For any Distribution Date prior to the Distribution Date in December 2008,
     the interest rate for the Class LT2-4PAX Interest shall be the lesser of
     (i) 4.2875988389% and (ii) the interest rate on the Class LT1-4PAX
     Interest. For each Distribution Date starting with the Distribution Date in
     December 2008, the interest rate for the Class LT2-4PAX Interest shall be
     the interest rate on the Class LT1-4PAX Interest.

(7)  For any Distribution Date prior to the Distribution Date in December 2008,
     the interest rate for the Class LT2-4PAXIO Interest shall be equal to the
     excess, if any, of (i) the interest rate on the Class LT1-4PAX Interest
     over (ii) 4.2875988389%. The Class LT2-4PAXIO Interest shall not be
     entitled to any distributions in respect of Distribution Dates after
     November 2008.

(8)  For any Distribution Date, the interest rate for the Class LT2-5 Interest
     shall be the interest rate on the Class LT1-5 Interest.

(9)  For any Distribution Date, the interest rate for the Class LT2-6 Interest
     shall be the interest rate on the Class LT1-6 Interest.

(10) The Class LT2-R Interest shall represent the sole class of residual
     interest in REMIC 2. The Class LT2-R Interest will not have a principal
     amount or an interest rate. The Class LT2-R Interest shall be represented
     by the Class R Certificate.

(11) For any Distribution Date on or prior to the Distribution Date in November
     of 2008, the Class LT2-4AXIO Interest shall bear interest on a notional
     amount equal to the aggregate Scheduled Principal Balance of the Pool 4 AX
     Mortgage Loans as of the preceding Distribution Date (or, if there is no
     preceding Distribution Date, as of the Cut-off Date). For any subsequent
     Distribution Date, the notional amount of the Class LT2-4AXIO Interest
     shall be zero.

(12) For any Distribution Date on or prior to the Distribution Date in November
     2008, the Class LT2-4PAXIO Interest shall bear interest on a notional
     amount equal to the aggregate Scheduled Principal Balance of the Pool 4 PAX
     Mortgage Loans as of the preceding Distribution Date (or, if there is no
     preceding Distribution Date, as of the Cut-off Date). For any subsequent
     Distribution Date, the notional amount of the Class LT2-4PAXIO Interest
     shall be zero.

     All Realized Losses allocated to the Class LT1-1 Interest shall be
allocated to the Class LT2-1 Interest. All distributions in respect of
principal, interest and reimbursements of previously allocated Realized Losses
on the Class LT1-1 Interest shall be made to the Class LT2-1 Interest.

     All Realized Losses allocated to the Class LT1-2 Interest shall be
allocated to the Class LT2-2 Interest. All distributions in respect of
principal, interest and reimbursements of previously allocated Realized Losses
on the Class LT1-2 Interest shall be made to the Class LT2-2 Interest.

     All Realized Losses allocated to the Class LT1-3 Interest shall be
allocated to the Class LT2-3 Interest. All distributions in respect of
principal, interest and reimbursements of previously allocated Realized Losses
on the Class LT1-3 Interest shall be made to the Class LT2-3 Interest.

     An amount of Realized Losses equal to the amount of Realized Losses
allocated to the Class 4-AX Certificates shall be allocated to the Class
LT2-4AXIO Interest. An amount equal to

                                       5
<PAGE>

the amount of all distributions made, or deemed made under Section 5.02(k)
hereof, to the Class 4-AX Certificates shall be distributed to the Class
LT2-4AXIO Interest.

     All Realized Losses on the Pool 4 AX Mortgage Loans not allocated to the
Class 4-AX Certificates will be allocated to the Class LT2-4AX Interest. All
distributions in respect of principal, interest and reimbursements of previously
allocated Realized Losses on the Class LT1-4AX Interest in excess of such
amounts distributed or treated as distributed to the Class LT2-4AXIO Interest
shall be treated as made in respect of the Class LT2-4AX Interest.

     An amount of Realized Losses equal to the amount of Realized Losses
allocated to the Class 4-PAX Certificates shall be allocated to the Class
LT2-4PAXIO Interest. An amount equal to the amount of all distributions made, or
deemed made under Section 5.02(k) hereof, to the Class 4-PAX Certificates shall
be distributed to the Class LT2-4PAXIO Interest.

     All Realized Losses on the Pool 4 PAX Mortgage Loans not allocated to the
Class 4-PAX Certificates will be allocated to the Class LT2-4PAX Interest. All
distributions in respect of principal, interest and reimbursements of previously
allocated Realized Losses on the Class LT1-4PAX Interest in excess of such
amounts distributed or treated as distributed to the Class LT2-4PAXIO Interest
shall be treated as made in respect of the Class LT2-4PAX Interest.

     All Realized Losses allocated to the Class LT1-5 Interest shall be
allocated to the Class LT2-5 Interest. All distributions in respect of
principal, interest and reimbursements of previously allocated Realized Losses
on the Class LT1-5 Interest shall be made to the Class LT2-5 Interest.

     All Realized Losses allocated to the Class LT1-6 Interest shall be
allocated to the Class LT2-6 Interest. All distributions in respect of
principal, interest and reimbursements of previously allocated Realized Losses
on the Class LT1-6 Interest shall be made to the Class LT2-6 Interest.

                                       6
<PAGE>

REMIC 3

     The following table specifies the class designation, interest rate,
principal amount and related Mortgage Pool for each class of REMIC 3 Interests.

<TABLE>
<CAPTION>
     REMIC 3                            Initial Class or Principal
Class Designation     Interest Rate                Amount             Related Pool or Pools
-----------------     -------------     --------------------------    ---------------------
<S>     <C>                 <C>                <C>                                  <C>
Class LT3-1A                (1)               $155,167.18000000           Pool 1
Class LT3-1B                (2)             $2,315,878.18000000           Pool 1
Class LT3-2A                (1)                $17,488.32660000           Pool 2
Class LT3-2B                (3)               $260,938.32660000           Pool 2
Class LT3-3A                (1)               $139,157.85630000           Pool 3
Class LT3-3B                (4)             $2,140,757.85630000           Pool 3
Class LT3-4A                (1)               $341,538.03500000           Pool 4
Class LT3-4B                (5)             $5,254,328.03500000           Pool 4
Class LT3-5A                (1)                $69,149.86080000           Pool 5
Class LT3-5B                (6)             $1,063,809.86080000           Pool 5
Class LT3-6A                (1)                $49,424.79260000           Pool 6
Class LT3-6B                (7)               $760,254.79260000           Pool 6
Class LT3-CI                (1)                $60,585.50660000           Pool 1, Pool 2
Class LT3-CII               (1)               $170,620.54470000           Pool 3, Pool 4,
                                                                          Pool 5, Pool 6

Class LT3-Z                 (1)         $1,166,797,605.97610000           N/A
Class LT3-R                (10)                             (10)          N/A
</TABLE>

-------------------
(1)  For any Distribution Date, the interest rate for the Class LT3-1A, Class
     LT3-2A, Class LT3-3A, Class LT3-4A, Class LT3-5A, Class LT3-6A, Class
     LT3-CI, Class LT3-CII and Class LT3-Z Interest shall be the weighted
     average of the interest rates on the Class LT2-1, Class LT2-2, Class LT2-3,
     Class LT2-4AX, Class LT2-4PAX, Class LT2-5 and Class LT2-6 Interests.

(2)  For any Distribution Date, the interest rate for the Class LT3-1B Interest
     shall be the interest rate on the Class LT2-1 Interest for such
     Distribution Date.

(3)  For any Distribution Date, the interest rate for the Class LT3-2B Interest
     shall be the interest rate on the Class LT2-2 Interest for such
     Distribution Date.

(4)  For any Distribution Date, the interest rate for the Class LT3-3B Interest
     shall be the interest rate on the Class LT2-3 Interest for such
     Distribution Date.

(5)  For any Distribution Date, the interest rate for the Class LT3-4B Interest
     shall be a per annum rate equal to the weighted average of the interest
     rates on the Class LT2-4AX and LT2-4PAX Interests for such Distribution
     Date.

(6)  For any Distribution Date, the interest rate for the Class LT3-5B Interest
     shall be the interest rate on the Class LT2-5 Interest for such
     Distribution Date.

(7)  For any Distribution Date, the interest rate for the Class LT3-6B Interest
     shall be the interest rate on the Class LT2-6 Interest for such
     Distribution Date.

(8)  The Class LT3-R Interest shall represent the sole class of residual
     interest in REMIC 3. The Class LT3-R Interest will not have a principal
     amount or an interest rate. The Class LT3-R Interest shall be represented
     by the Class R Certificate.

                                       7
<PAGE>

     Distributions shall be deemed to be made to the REMIC 3 Regular Interests
first, so as to keep the Uncertificated Principal Balance of each REMIC 3
Regular Interest ending with the designation "B" equal to 1% of the aggregate
Scheduled Principal Balance of the Mortgage Loans in the related Mortgage Pool;

     second, to the Class LT3-1A Interest and Class LT3-2A Interest so that the
Uncertificated Principal Balance of each such REMIC 3 Regular Interest is equal
to 1% of the excess of (x) the aggregate Scheduled Principal Balance of the
Mortgage Loans in the related Mortgage Pool over (y) the aggregate Class
Principal Amounts of the Certificate Group related to such Mortgage Pool (except
that if 1% of any such excess is greater than the principal amount of the
corresponding REMIC 3 Regular Interest ending with the designation "A", the
least amount of principal shall be distributed to such REMIC 3 Regular Interests
such that the REMIC 3 Group I Subordinated Balance Ratio is maintained);

     third, to each REMIC 3 Regular Interest ending with the designation "A"
(other than the Class LT3-1A Interest and Class LT3-2A Interest) so that the
Uncertificated Principal Balance of each such REMIC 3 Regular Interest is equal
to 1% of the excess of (x) the aggregate Scheduled Principal Balance of the
Mortgage Loans in the related Mortgage Pool over (y) the aggregate Class
Principal Amounts of the Certificate Group related to such Mortgage Pool (except
that if 1% of any such excess is greater than the principal amount of the
corresponding REMIC 3 Regular Interest ending with the designation "A", the
least amount of principal shall be distributed to such REMIC 3 Regular Interests
such that the REMIC 3 Group II Subordinated Balance Ratio is maintained);

     fourth, to the Class LT3-CI Interest and the Class LT3-CII Interest so that
the Uncertificated Principal Balance of each such REMIC 3 Regular Interest is
equal to 1% of the excess of (x) the aggregate Scheduled Principal Balance of
the Mortgage Loans in the related Mortgage Pools over (y) (i) in the case of the
Class LT3-CI Interest, the aggregate Class Principal Amounts of the Certificate
Groups related to Mortgage Group I and the Class B1-I and Class B2-I
Certificates and (ii) in the case of the Class LT3-CII Interest, the aggregate
Class Principal Amounts of the Certificate Groups related to Mortgage Group II
and the Class B1-II and B2-II Certificates (except that if 1% of any such excess
computed using clause (i) is greater than the principal amount of the LT3-CI
Interest or if 1% of any such excess computed using clause (ii) is greater than
the principal amount of the Class LT3-CII Interest, the least amount of
principal shall be distributed to such REMIC 3 Regular Interests such that the
REMIC 3 CICII Subordinated Balance Ratio is maintained);

     and finally, any remaining principal to the Class LT3-Z Interest.

     Realized Losses shall be applied after all distributions have been made on
each Distribution Date first, so as to keep the Uncertificated Principal Balance
of each REMIC 3 Regular Interest ending with the designation "B" equal to 1% of
the aggregate Scheduled Principal Balance of the Mortgage Loans in the related
Mortgage Pool;

                                       8
<PAGE>

     second, to the Class LT3-1A Interest and Class LT3-2A Interest so that the
Uncertificated Principal Balance of each such REMIC 3 Regular Interest is equal
to 1% of the excess of (x) the aggregate Scheduled Principal Balance of the
Mortgage Loans in the related Mortgage Pool over (y) the aggregate Class
Principal Amounts of the Certificate Group related to such Mortgage Pool (except
that if 1% of any such excess is greater than the principal amount of the
corresponding REMIC 3 Regular Interest ending with the designation "A", the
least amount of Realized Losses shall be allocated to such REMIC 3 Regular
Interests such that the REMIC 3 Group I Subordinated Balance Ratio is
maintained);

     third, to each REMIC 3 Regular Interest ending with the designation "A"
(other than the Class LT3-1A Interest and Class LT3-2A Interest) so that the
Uncertificated Principal Balance of each such REMIC 3 Regular Interest is equal
to 1% of the excess of (x) the aggregate Scheduled Principal Balance of the
Mortgage Loans in the related Mortgage Pool over (y) the aggregate Class
Principal Amounts of the Certificate Group related to such Mortgage Pool (except
that if 1% of any such excess is greater than the principal amount of the
corresponding REMIC 3 Regular Interest ending with the designation "A", the
least amount of Realized Losses shall be allocated to such REMIC 3 Regular
Interests such that the REMIC 3 Group II Subordinated Balance Ratio is
maintained);

     fourth, to the Class LT3-CI Interest and the Class LT3-CII Interest so that
the Uncertificated Principal Balance of each such REMIC 3 Regular Interest is
equal to 1% of the excess of (x) the aggregate Scheduled Principal Balance of
the Mortgage Loans in the related Mortgage Pools over (y) (i) in the case of the
Class LT3-CI Interest, the aggregate Class Principal Amounts of the Certificate
Groups related to Mortgage Group I and the Class B1-I and Class B2-I
Certificates and (ii) in the case of the Class LT3-CII Interest, the aggregate
Class Principal Amounts of the Certificate Groups related to Mortgage Group II
and the Class B1-II and B2-II Certificates (except that if 1% of any such excess
computed using clause (i) is greater than the principal amount of the LT3-CI
Interest or if 1% of any such excess computed using clause (ii) is greater than
the principal amount of the Class LT3-CII Interest, the least amount of Realized
Losses shall be allocated to such REMIC 3 Regular Interests such that the REMIC
3 CICII Subordinated Balance Ratio is maintained);

     and finally, any remaining Realized Losses shall be allocated to the Class
LT3-Z Interest.

     All computations with respect to any REMIC 3 Interest shall be taken out to
eight decimal places.

                                       9
<PAGE>

REMIC 4

     The following table specifies the class designation, interest rate,
principal amount and Classes of Corresponding Certificates for each class of
REMIC 4 Interests:

<TABLE>
<CAPTION>
     REMIC 4                                   Pass-Through               Corresponding
 REMIC Interest      Initial Balance               Rate                   Certificates
-----------------    ---------------    --------------------------    ---------------------
<S>     <C>                 <C>                <C>                             <C>
LT4-1A               $216,071,000.00                (1)                             1-A
LT4-1R                       $100.00                (1)                               R
LT4-2A                $24,345,000.00                (2)                       2-A, 2-AX
LT4-B1I                $7,858,000.00                (3)                     B1-I, B1X-I
LT4-B2I                $3,349,000.00                (3)                     B2-I, B2X-I
LT4-3A1               $40,000,000.00                (4)                            3-A1
LT4-3A2              $110,160,000.00                (4)                      3-A2, 3-AX
LT4-3A3               $50,000,000.00                (4)                      3-A3, 3-AX
LT4-4A1              $100,000,000.00                (5)                            4-A1
LT4-4A2              $150,000,000.00                (5)                            4-A2
LT4-4A3              $100,000,000.00                (5)                            4-A3
LT4-4A4              $138,779,000.00                (5)                            4-A4
LT4-4A5                $2,500,000.00                (5)                            4-A5
LT4-5A                $99,466,000.00                (6)                       5-A, 5-AX
LT4-6A                $71,083,000.00                (7)                       6-A, 6-AX
LT4-B1II              $34,109,000.00                (8)                   B1-II, B1X-II
LT4-B2II               $8,756,000.00                (8)                           B2-II
LT4-B3                 $5,415,000.00                (9)                              B3
LT4-B4                 $8,255,000.00                (9)                              B4
LT4-B5                 $5,306,000.00                (9)                              B5
LT4-B6                 $4,144,605.13                (9)                              B6
LT4-R                            (10)              (10)                               R
</TABLE>

-------------------
(1)  For any Distribution Date, the interest rate for each of the Class LT4-1A
     Interest and the Class LT4-1R Interest shall be a per annum rate equal to
     the Net WAC for Pool 1 for such Distribution Date.

(2)  For any Distribution Date, the interest rate for the Class LT4-2A Interest
     shall be a per annum rate equal to the Net WAC for Pool 2 for such
     Distribution Date.

(3)  For any Distribution Date, the Class LT4-B1I Interest and the Class LT4-B2I
     Interest will bear interest at a per annum rate equal to the weighted
     average of the pass-through rates on the Class LT3-1A Interest and the
     Class LT3-2A Interest, weighted on the basis of the Uncertificated
     Principal Balance of each such REMIC 3 Regular Interest immediately
     preceding the Distribution Date; provided that for purposes of such
     weighted average, the pass-through rate of each such REMIC 3 Regular
     Interest shall be subject to a cap and a floor equal to the pass-through
     rate of the REMIC 3 Regular Interest that ends with the designation "B" and
     is related to the same Mortgage Pool.

(4)  For any Distribution Date, the interest rate for each of the Class LT4-3A1
     Interest, the Class LT4-3A2 Interest and the Class LT4-3A3 Interest shall
     be a per annum rate equal to the Net WAC for Pool 3 for such Distribution
     Date.

                                       10
<PAGE>

(5)  For any Distribution Date, the interest rate for the Class LT4-4A1
     Interest, Class LT4-4A2 Interest, Class LT4-4A3 Interest, Class LT4-4A4
     Interest and Class LT4-4A5 Interest shall be a per annum rate equal to the
     interest rate on the Class LT3-4B Interest for such Distribution Date.

(6)  For any Distribution Date, the interest rate for the Class LT4-5A Interest
     shall be a per annum rate equal to the Net WAC for Pool 5 for such
     Distribution Date.

(7)  For any Distribution Date, the interest rate for the Class LT4-6A Interest
     shall be a per annum rate equal to the Net WAC for Pool 6 for such
     Distribution Date.

(8)  For any Distribution Date, the Class LT4-B1II Interest and the Class
     LT4-B2II Interest will bear interest at a per annum rate equal to the
     weighted average of the pass-through rates on the REMIC 3 Regular Interests
     ending with the designation "A" (other than the Class LT3-1A Interest and
     the Class LT3-2A Interest), weighted on the basis of the Uncertificated
     Principal Balance of each such REMIC 3 Regular Interest immediately
     preceding the Distribution Date; provided that for purposes of such
     weighted average, the pass-through rate of each such REMIC 3 Regular
     Interest shall be subject to a cap and a floor equal to the pass-through
     rate of the REMIC 3 Regular Interest that ends with the designation "B" and
     is related to the same Mortgage Pool.

(9)  For any Distribution Date, the Class LT4-B3 Interest, Class LT4-B4
     Interest, Class LT4-B5 Interest and Class LT4-B6 Interest will bear
     interest at a per annum rate equal to the weighted average of the
     pass-through rates on the Class LT3-CI Interest and Class LT3-CII Interest,
     weighted on the basis of the Uncertificated Principal Balance of each such
     REMIC 3 Regular Interest immediately preceding the Distribution Date;
     provided that for purposes of such weighted average, the pass-through rate
     of the Class LT3-CI Interest shall be subject to a cap and a floor equal to
     the pass-through rate of the Class LT4-B1I Interest, and the pass-through
     rate of the Class LT3-CII Interest shall be subject to a cap and a floor
     equal to the pass-through rate of the Class LT4-B1II Interest.

(10) The Class LT4-R Interest shall represent the sole class of residual
     interest in REMIC 4. The Class LT4-R Interest will not have a principal
     amount or an interest rate. The Class LT4-R Interest shall be represented
     by the Class R Certificate.

Principal and interest shall be payable to, and shortfalls, losses and
prepayments are allocable to, the REMIC 4 Regular Interests as such amounts are
payable and allocable to the Corresponding Certificates. Notwithstanding the
preceding sentence, (i) the first $0.13 of losses with respect to principal on
the Mortgage Loans shall be allocated to the Class LT4-B6 Interest and (ii)
immediately preceding any payment to the Class R Certificate pursuant to Section
5.02(f) attributable to principal received with respect to any Mortgage Loan, a
payment shall be treated as made to the Class LT4-B6 Interest in reduction of
the principal balance thereof to zero.

Upper Tier REMIC

The following table specifies the Class designation, Certificate Interest Rate,
initial Class Principal Amount or Class Notional Amount, and minimum
denomination (by dollar amount or Percentage Interest) for each Class of
Certificates representing the interests in the Trust Fund created hereunder.
Each Certificate, other than the Class P-I, Class P-II, Class P-III, Class CX
and Class R Certificates, represents ownership of one or more regular interests
in the Upper Tier REMIC for purposes of the REMIC provisions.

                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                    Initial Class
                                                   Principal Amount
                             Certificate               or Class
Class Designation           Interest Rate          Notional Amount        Minimum Denomination
-----------------           -------------          ---------------        --------------------
<S>                                <C>               <C>                            <C>
Class 1-A                           (1)               $216,071,000                   $25,000
Class 2-A                           (2)                $24,345,000                   $25,000
Class 2-AX                          (3)                $24,345,000(3)             $1,000,000
Class 3-A1                          (4)                $40,000,000                   $25,000
Class 3-A2                   4.1300%(5)               $110,160,000                   $25,000
Class 3-A3                   4.6550%(6)                $50,000,000                   $25,000
Class 3-AX                   4.2900%(7)                $38,266,874(7)             $1,000,000
Class 4-A1                   4.1800%(8)               $100,000,000                   $25,000
Class 4-A2                   4.5800%(9)               $150,000,000                   $25,000
Class 4-A3                   4.1700%(10)              $100,000,000                   $25,000
Class 4-A4                   4.1300%(11)              $138,779,000                   $25,000
Class 4-A5                   4.5000%(12)                $2,500,000                   $25,000
Class 4-AX                   4.2900%(13)               $98,398,196(13)            $1,000,000
Class 4-PAX                  4.2900%(14)               $51,340,315(14)            $1,000,000
Class 5-A                    3.8800%(15)               $99,466,000                   $25,000
Class 5-AX                   3.8800%(16)               $28,460,198(16)            $1,000,000
Class 6-A                    4.5300%(17)               $71,083,000                   $25,000
Class 6-AX                   4.5300%(18)               $10,857,197(18)            $1,000,000
Class B1-I                          (19)                $7,858,000                  $100,000
Class B1X-I                         (20)                $7,858,000(20)            $1,000,000
Class B2-I                          (21)                $3,349,000                  $100,000
Class B2X-I                         (22)                $3,349,000(22)            $1,000,000
Class B1-II                         (23)               $34,109,000                  $100,000
Class B1X-II                        (24)               $34,109,000(24)            $1,000,000
Class B2-II                         (25)                $8,756,000                  $100,000
Class B3                            (26)                $5,415,000                  $100,000
Class B4                            (26)                $8,255,000                  $250,000
Class B5                            (26)                $5,306,000                  $250,000
Class B6                            (26)                $4,144,605                  $250,000
Class R                              (1)                      $100                      $100
Class P-I                           (27)                          (27)                   25%
Class P-II                          (27)                          (27)                   25%
Class P-III                         (27)                          (27)                   25%
Class CX                            (28)                          (28)                  100%
</TABLE>

-------------------
(1)  For any Distribution Date, the Certificate Interest Rate for the Class 1-A
     and Class R Certificates shall be a per annum rate equal to the Net WAC for
     Pool 1 for such Distribution Date.

(2)  For the first Distribution Date, the Certificate Interest Rate for the
     Class 2-A Certificates will be an annual rate of 1.41% and for each
     Distribution Date thereafter will be equal to the lesser of (i) LIBOR plus
     0.31% per annum and (ii) the Net WAC applicable to Pool 2.

(3)  The Class 2-AX Certificates are Notional Certificates. The Certificate
     Interest Rate for the Class 2-AX Certificates for each Distribution Date
     will be equal to the greater of (i) 0.00% per annum and (ii) the excess of

                                       12
<PAGE>

     (a) the Net WAC applicable to Pool 2 over (b) the per annum rate of the
     Class 2-A Certificates; provided, that for the first Distribution Date,
     clause (b) shall be adjusted to reflect the actual number of days in the
     first Accrual Period. For any Distribution Date, the Class Notional Amount
     of the Class 2-AX Certificates shall be equal to the Class Principal Amount
     of the Class 2-A Certificates immediately prior to such Distribution Date.

(4)  For any Distribution Date, the Certificate Interest Rate for the Class 3-A1
     Certificates shall be a per annum rate equal to the Net WAC for Pool 3 for
     such Distribution Date.

(5)  For any Distribution Date on or prior to the Distribution Date in November
     2006, the Certificate Interest Rate for the Class 3-A2 Certificates shall
     be a per annum rate equal to 4.130%, subject, for any Distribution Date
     with respect to which the Net WAC for Pool 3 is less than 4.130%, to a
     maximum rate equal to the Net WAC for Pool 3 for such Distribution Date.
     For any Distribution Date after the Distribution Date in November 2006, the
     Certificate Interest Rate for the Class 3-A2 Certificates shall be a per
     annum rate equal to the Net WAC for Pool 3 for such Distribution Date.

(6)  For any Distribution Date on or prior to the Distribution Date in November
     2006, the Certificate Interest Rate for the Class 3-A3 Certificates shall
     be a per annum rate equal to 4.655%, subject, for any Distribution Date
     with respect to which the Net WAC for Pool 3 is less than 4.655%, to a
     maximum rate equal to the Net WAC for Pool 3 for such Distribution Date.
     For any Distribution Date after the Distribution Date in November 2006, the
     Certificate Interest Rate for the Class 3-A3 Certificates shall be a per
     annum rate equal to the Net WAC for Pool 3 for such Distribution Date.

(7)  The Class 3-AX Certificates are Notional Certificates. For any Distribution
     Date on or prior to the Distribution Date in November 2006, the Certificate
     Interest Rate on the Class 3-AX Certificates shall be a per annum rate
     equal to 4.290%. For any Distribution Date on or prior to the Distribution
     Date in November 2006, the Class Notional Amount of the Class 3-AX
     Certificates will be equal to the sum of (A) the product of (i) a fraction,
     the numerator of which is the excess, if any, of (1) the Net WAC for Pool 3
     over (2) 4.130%, and the denominator of which is 4.290% and (ii) the Class
     Principal Amount of the Class 3-A2 Certificates immediately prior to such
     Distribution Date and (B) the product of (i) a fraction, the numerator of
     which is the excess, if any, of (1) the Net WAC for Pool 3 over (2) 4.655%,
     and the denominator of which is 4.290% and (ii) the Class Principal Amount
     of the Class 3-A3 Certificates immediately prior to such Distribution Date.
     For any Distribution Date after the Distribution Date in November 2006, the
     Class 3-AX Certificates shall have a Class Notional Amount of zero.

(8)  For any Distribution Date on or before the Distribution Date in November
     2008, the Certificate Interest Rate for the Class 4-A1 Certificates shall
     be a per annum rate equal to 4.180%, subject, for any Distribution Date
     with respect to which the Pool 4 Adjusted Net WAC is less than
     4.2875988389%, to a maximum rate equal to the Pool 4 Adjusted Net WAC for
     such Distribution Date minus 0.1075988389%. Beginning with the Distribution
     Date in December 2008, the Certificate Interest Rate for the Class 4-A1
     Certificates shall be a per annum rate equal to the Net WAC for Pool 4 for
     such Distribution Date.

(9)  For any Distribution Date on or before the Distribution Date in November
     2008, the Certificate Interest Rate for the Class 4-A2 Certificates shall
     be a per annum rate equal to 4.580%, subject, for any Distribution Date
     with respect to which the Pool 4 Adjusted Net WAC is less than
     4.2875988389%, to a maximum rate equal to the Pool 4 Adjusted Net WAC for
     such Distribution Date plus 0.2924011611%. Beginning with the Distribution
     Date in December 2008, the Certificate Interest Rate for the Class 4-A2
     Certificates shall be a per annum rate equal to the Net WAC for Pool 4 for
     such Distribution Date.

(10) For any Distribution Date on or before the Distribution Date in November
     2008, the Certificate Interest Rate for the Class 4-A3 Certificates shall
     be a per annum rate equal to 4.170%, subject, for any Distribution Date
     with respect to which the Pool 4 Adjusted Net WAC is less than
     4.2875988389%, to a maximum rate equal to the Pool 4 Adjusted Net WAC for
     such Distribution Date minus 0.1175988389%. Beginning with the Distribution
     Date in December 2008, the Certificate Interest Rate for the Class 4-A3
     Certificates shall be a per annum rate equal to the Net WAC for Pool 4 for
     such Distribution Date.

(11) For any Distribution Date on or before the Distribution Date in November
     2008, the Certificate Interest Rate for the Class 4-A4 Certificates shall
     be a per annum rate equal to 4.130%, subject, for any Distribution Date
     with respect to which the Pool 4 Adjusted Net WAC is less than
     4.2875988389%, to a maximum rate equal to the Pool 4 Adjusted Net WAC for
     such Distribution Date minus 0.1575988389%. Beginning with the Distribution


                                       13
<PAGE>

     Date in December 2008, the Certificate Interest Rate for the Class 4-A4
     Certificates shall be a per annum rate equal to the Net WAC for Pool 4 for
     such Distribution Date.

(12) For any Distribution Date on or before the Distribution Date in November
     2008, the Certificate Interest Rate for the Class 4-A5 Certificates shall
     be a per annum rate equal to 4.500%, subject, for any Distribution Date
     with respect to which the Pool 4 Adjusted Net WAC is less than
     4.2875988389%, to a maximum rate equal to the Pool 4 Adjusted Net WAC for
     such Distribution Date plus 0.2124011611%. Beginning with the Distribution
     Date in December 2008, the Certificate Interest Rate for the Class 4-A5
     Certificates shall be a per annum rate equal to the Net WAC for Pool 4 for
     such Distribution Date.

(13) The Class 4-AX Certificates are Notional Certificates. For any Distribution
     Date on or prior to the Distribution Date in November 2008, the Certificate
     Interest Rate on the Class 4-AX Certificates shall be a per annum rate
     equal to 4.290%. For any Distribution Date prior to the Distribution Date
     in December 2008, the Class Notional Amount of the Class 4-AX Certificates
     will be equal to the product of (i) a fraction, the numerator of which is
     the weighted average of the Net Mortgage Rates of the Pool 4 AX Mortgage
     Loans at the beginning of the related Due Period minus 4.2875988389% and
     the denominator of which is 4.290% and (ii) the aggregate Scheduled
     Principal Balance of the Pool 4 AX Mortgage Loans as of the preceding
     Distribution Date (or, if there is no preceding Distribution Date, as of
     the Cut-off Date). Beginning with the Distribution Date in December 2008,
     the Class 4-AX Certificates shall have a Class Notional Amount of zero.

(14) The Class 4-PAX Certificates are Notional Certificates. For any
     Distribution Date on or prior to the Distribution Date in November 2008,
     the Certificate Interest Rate on the Class 4-PAX Certificates shall be a
     per annum rate equal to 4.290%. For any Distribution Date prior to the
     Distribution Date in December 2008, the Class Notional Amount of the Class
     4-PAX Certificates will be equal to the product of (i) a fraction, the
     numerator of which is the weighted average of the Net Mortgage Rates of the
     Pool 4 PAX Mortgage Loans at the beginning of the related Due Period minus
     4.2875988389% and the denominator of which is 4.290% and (ii) the aggregate
     Scheduled Principal Balance of the Pool 4 PAX Mortgage Loans as of the
     preceding Distribution Date (or, if there is no preceding Distribution
     Date, as of the Cut-off Date). Beginning with the Distribution Date in
     December 2008, the Class 4-PAX Certificates shall have a Class Notional
     Amount of zero.

(15) For any Distribution Date on or prior to the Distribution Date in November
     2008, the Certificate Interest Rate for the Class 5-A Certificates shall be
     a per annum rate equal to 3.880%, subject to a maximum rate equal to the
     Net WAC for Pool 5 for such Distribution Date. For any Distribution Date
     after the Distribution Date in November 2008, the Certificate Interest Rate
     for the Class 5-A Certificates shall be a per annum rate equal to the Net
     WAC for Pool 5 for such Distribution Date.

(16) The Class 5-AX Certificates are Notional Certificates. For any Distribution
     Date on or prior to the Distribution Date in November 2008, the Class
     Notional Amount of the Class 5-AX Certificates shall equal the product of
     (i) a fraction, the numerator of which is the excess, if any, of the Net
     WAC for Pool 5 for such Distribution Date over 3.880% and the denominator
     of which is 3.880% and (ii) the Class Principal Amount of the Class 5-A
     Certificates immediately prior to such Distribution Date. For any
     Distribution Date after the Distribution Date in November 2008, the Class
     5-AX Certificates shall have a Class Notional Amount of zero.

(17) For any Distribution Date on or prior to the Distribution Date in October
     2010, the Certificate Interest Rate for the Class 6-A Certificates shall be
     a per annum rate equal to 4.530%, subject to a maximum rate equal to the
     Net WAC for Pool 6 for such Distribution Date. For any Distribution Date
     after the Distribution Date in October 2010, the Certificate Interest Rate
     for the Class 6-A Certificates shall be a per annum rate equal to the Net
     WAC for Pool 6 for such Distribution Date.

(18) The Class 6-AX Certificates are Notional Certificates. For any Distribution
     Date on or prior to the Distribution Date in October 2010, the Class
     Notional Amount of the Class 6-AX Certificates shall equal the product of
     (i) a fraction, the numerator of which is the excess, if any, of the Net
     WAC for Pool 6 for such Distribution Date over 4.530% and the denominator
     of which is 4.530% and (ii) the Class Principal Amount of the Class 6-A
     Certificates immediately prior to such Distribution Date. For any
     Distribution Date after the Distribution Date in October 2010, the Class
     6-AX Certificates shall have a Class Notional Amount of zero.

(19) The Certificate Interest Rate for the Class B1-I Certificates for the first
     Distribution Date will be an annual rate of 1.80% and for each Distribution
     Date thereafter will be equal to the lesser of (i) LIBOR plus 0.70% per
     annum and (ii) the Pool 1-2 Underlying Subordinate Rate.

                                       14
<PAGE>

(20) The Class B1X-I Certificates are Notional Certificates. The Certificate
     Interest Rate for the Class B1X-I Certificates for each Distribution Date
     will be an annual rate equal to the greater of (i) 0.00% per annum and (ii)
     the excess of (a) the Pool 1-2 Underlying Subordinate Rate over (b) the per
     annum rate of the Class B1-I Certificates; provided, that for the first
     Distribution Date, clause (b) shall be adjusted to reflect the actual
     number of days in the first Accrual Period. For any Distribution Date, the
     Class Notional Amount of the Class B1X-I Certificates shall be equal to the
     Class Principal Amount of the Class B1-I Certificates immediately prior to
     such Distribution Date.

(21) The Certificate Interest Rate for the Class B2-I Certificates for the first
     Distribution Date will be an annual rate of 2.50% and for each Distribution
     Date thereafter will be equal to the lesser of (i) LIBOR plus 1.40% per
     annum and (ii) the Pool 1-2 Underlying Subordinate Rate.

(22) The Class B2X-I Certificates are Notional Certificates. The Certificate
     Interest Rate for the Class B2X-I Certificates for each Distribution Date
     will be an annual rate equal to the greater of: (i) 0.00% per annum and
     (ii) the excess of (a) the Pool 1-2 Underlying Subordinate Rate over (b)
     the per annum rate of the Class B2-I Certificates; provided, that for the
     first Distribution Date, clause (b) shall be adjusted to reflect the actual
     number of days in the first Accrual Period. For any Distribution Date, the
     Class Notional Amount of the Class B2X-I Certificates shall be equal to the
     Class Principal Amount of the Class B2-I Certificates immediately prior to
     such Distribution Date.

(23) The Interest Rate for the Class B1-II Certificates will be an annual rate
     of 1.75% for the first Distribution Date and will be an annual rate for
     each subsequent Distribution Date on or prior to the Distribution Date in
     July 2008 equal to the lesser of (i) LIBOR plus 0.65% per annum and (ii)
     the Pool 3-6 Underlying Subordinate Rate. To the extent that the
     Certificate Interest Rate is limited by the Pool 3-6 Underlying Subordinate
     Rate, payments, if any, received on the Cap Agreement, will be used to pay
     the Group II Floating Rate Certificate Shortfall on the Class B1-II
     Certificates. Beginning with the Distribution Date in August 2008, the
     Interest Rate for the Class B1-II Certificates will be equal to the Pool
     3-6 Underlying Subordinate Rate.

(24) The Class B1X-II Certificates are Notional Certificates. For any
     Distribution Date on or prior to the Distribution Date in July 2008, the
     Certificate Interest Rate for the Class B1X-II Certificates will be an
     annual rate equal to the greater of: (i) 0.00% per annum and (ii) the
     excess of (a) the Pool 3-6 Underlying Subordinate Rate over (b) the per
     annum rate of the Class B1-II Certificates. Beginning with the Distribution
     Date in August 2008, the Class B1X-II Certificates shall have a Class
     Notional Amount of zero. For any Distribution Date on or prior to the
     Distribution Date in July 2008, the Class Notional Amount of the Class
     B1X-II Certificates shall be equal to the Class Principal Amount of the
     Class B1-II Certificates immediately prior to such Distribution Date.

(25) The Interest Rate for the Class B2-II Certificates shall be a per annum
     rate equal to the Pool 3-6 Underlying Subordinate Rate for such
     Distribution Date.

(26) The Certificate Interest Rate for the Class B3, Class B4, Class B5 and
     Class B6 Certificates for each Distribution Date will be an annual rate
     equal to the weighted average of the Pool 1-2 Underlying Subordinate Rate
     and the Pool 3-6 Underlying Subordinate Rate, weighted on the basis of the
     Modified Group Subordinate Amounts for Mortgage Group I and Mortgage Group
     II, respectively.

(27) The Class P-I Certificates will be entitled to receive Prepayment Penalty
     Amounts paid by borrowers upon voluntary full or partial prepayment of the
     Mortgage Loans in Pool 1 and Pool 2. The Class P-II Certificates will be
     entitled to receive Prepayment Penalty Amounts paid by borrowers upon
     voluntary full or partial prepayment of the Mortgage Loans in Pool 3, Pool
     5 and Pool 6. The Class P-III Certificates will be entitled to receive
     Prepayment Penalty Amounts paid by borrowers upon voluntary full or partial
     prepayment of the Mortgage Loans in Pool 4. The Class P-I, Class P-II and
     Class P-III Certificates will be issued in definitive, fully registered
     form.

(28) For any Distribution Date on or prior to the Distribution Date in July
     2008, the Class CX Certificates will be entitled to receive any amounts
     received under the terms of the Cap Agreement on or prior to such
     Distribution Date that were not used to pay the Group II Floating Rate
     Certificate Shortfall. Beginning with the Distribution Date in August 2008,
     the Class CX Certificateholders will not be entitled to any distributions.

         As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance of $1,179,596,705.13.

                                       15
<PAGE>

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

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

                                   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 master servicing practices of
prudent mortgage servicing institutions that 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
Securities Administrator (as successor Master Servicer) 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: Not applicable.

     Accretion Termination Date: Not applicable.

     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: Not applicable.

     Accrual Component: Not applicable.

     Accrual Period: With respect to any Distribution Date and any Class of
Certificates (except for the Class 2-A, Class 2-AX, Class B1-I, Class B1X-I,
Class B2-I, Class B2X-I, Class B1-II and Class B1X-II Certificates), REMIC 1
Interests, REMIC 2 Interests, REMIC 3 Interests and REMIC 4 Interests, 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. In the case of the Class 2-AX, Class
B1X-I and Class B2X-I Certificates, the

                                       16
<PAGE>

Accrual Period will be the period from and including the preceding Distribution
Date (or from January 25, 2004 in the case of the first Distribution Date) to
and including the day prior to such Distribution Date. In the case of the Class
2-A, Class B1-I, Class B2-I, Class B1-II and Class B1X-II Certificates, the
Accrual Period will be the period from and including the preceding Distribution
Date (or from January 30, 2004 in the case of the first Distribution Date) to
and including the day prior to such Distribution Date.

     Accrued Certificate Interest: As to any Class of Certificates and any
Distribution Date, the product of the Certificate Interest Rate for such Class
of Certificates and the Class Principal Amount (or Class Notional Amount) of
such Class of Certificates immediately preceding such Distribution Date, as
reduced by such Class's share of the interest portion of (i) any Excess Losses
for the related Mortgage Pool or Mortgage Pools for such Distribution Date and
(ii) any Relief Act Reduction for the related Mortgage Pool or Mortgage Pools
for such Distribution Date, in each case allocable among the Group 1, Group 2,
Group 3, Group 4, Group 5 and Group 6 Certificates, as applicable, pro rata
based on the Accrued Certificate Interest otherwise distributable thereto, and
allocable to the Class B1-I, Class B2-I, Class B1-II, Class B2-II, Class B3,
Class B4, Class B5 and Class B6 Certificates pro rata based on interest accrued
at the related Modified Net WAC on their respective Apportioned Principal
Balances. Amounts so allocated to the Class B1-I Certificates shall be allocated
between the Class B1-I and Class B1X-I Certificates, proportionately based upon
the Accrued Certificate Interest thereon. Amounts so allocated to the Class B2-I
Certificates shall be allocated between the Class B2-I and Class B2X-I
Certificates, proportionately, based upon the Accrued Certificate Interest
thereon. Amounts so allocated to the Class B1-II Certificates shall be allocated
between the Class B1-II and Class B1X-II Certificates, proportionately, based
upon the Accrued Certificate Interest thereon. All calculations of interest on
each Class of Certificates (other than Class B1-II and Class B1X-II
Certificates) shall be calculated on the basis of a 360-day year consisting of
twelve 30-day months. All calculations of interest on the Class B1-II and Class
B1X-II Certificates will be made on the basis of a 360-day year and the actual
number of days elapsed in the applicable Accrual Period.

     Act: As defined in Section 3.03(c).

     Additional Collateral: Not applicable.

     Additional Collateral Servicing Agreement: Not applicable.

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

     Advance: An advance of the aggregate of payments of principal and interest
(net of the Retained Interest Rate, the Master Servicing Fee and the applicable
Servicing Fee) on one or more Mortgage Loans that were due on the Due Date in
the related Due Period and not received as of the close of business on the
related Determination Date, required to be made by or on behalf of the Master
Servicer and the related Servicer (or by the Securities Administrator solely in
its capacity as successor Master Servicer in accordance with Section 6.14)
pursuant to Section 5.04.

                                       17
<PAGE>

     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 Master Servicing Compensation: 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.

     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 Class B3, Class B4, Class B5 and
Class B6 Certificates immediately prior to such date divided by the sum of the
Pool Balances for all six of the 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: Not applicable.

     AP Principal Distribution Amount: Not applicable.

     Apportioned Principal Balance: As to (i) each of the Class B1-I and Class
B2-I Certificates with respect to Pool 1 or Pool 2 for any Distribution Date
will equal the Class Principal Amount of that Class immediately prior to that
Distribution Date multiplied by a fraction, the numerator of which is the
applicable Group Subordinate Amount for that date and the denominator of which
is the sum of the Group Subordinate Amounts for Pool 1 and Pool 2; (ii) each of
the Class B1-II and Class B2-II Certificates with respect to Pool 3, Pool 4,
Pool 5 or Pool 6 for any Distribution Date will equal the Class Principal Amount
of that Class immediately prior to that Distribution Date multiplied by a
fraction, the numerator of which is the applicable Group Subordinate Amount for
that date and the denominator of which is the sum of the Group Subordinate
Amounts for Pool 3, Pool 4, Pool 5 and Pool 6 and (iii) each of the Class B3,
Class B4, Class B5 and Class B6 Certificates with respect to each Mortgage Pool
for any Distribution Date will equal the Class Principal Amount of that Class
immediately prior to that Distribution Date multiplied by a fraction, the
numerator of which is the applicable Modified Pool Subordinate Amount for that
date and the denominator of which is the sum of the Modified Pool Subordinate
Amounts for that date.

                                       18
<PAGE>

     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.

     Associated Mortgage Loan: Not applicable.

     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:

          (i) the total amount of all cash received by the Master Servicer
     through the Remittance Date applicable to each Servicer and deposited with
     the Securities Administrator by the Master Servicer by the 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 Securities Administrator, solely in its
     capacity as successor Master Servicer) for such Distribution Date, any
     Compensating Interest Payment for such date and Mortgage Pool, any amounts
     received with respect to any Additional Collateral, if any, or any Surety
     Bond, if any, related thereto and any amounts paid by any Servicer in
     respect of Prepayment Interest Shortfalls in respect of the related
     Mortgage Loans for such date, but not including:

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

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

               (C) all Principal Prepayments received or identified by the
          applicable Servicer after the applicable Prepayment Period (together
          with any interest payments received with such prepayments to the
          extent that

                                       19
<PAGE>

          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 (or its custodian) , the Securities
          Administrator, the Custodian or a Servicer pursuant to the terms of
          this Agreement, the applicable Custodial Agreement or the applicable
          Servicing Agreement;

               (F) any Retained Interest;

               (G) any increase since the Cut-off Date in the amount of interest
          to be paid on an Employee Mortgage Loan based upon the loss of
          benefits of an Employee/Director Interest Rate Reduction Agreement;

               (H) Prepayment Interest Excess, to the extent not offset by
          Prepayment Interest Shortfalls; and

          (ii) 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).

     Balloon Mortgage Loan: Not applicable.

     Balloon Payment: Not applicable.

     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, $328,119.00, which amount
shall be reduced from time to time by the amount of Bankruptcy Losses that are
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

                                       20
<PAGE>

proceeding, of the amount of the Scheduled Payment on a Mortgage Loan other than
as a result of a Deficient Valuation.

     Basis Risk Shortfall: For any Distribution Date on or prior to the
Distribution Date in November 2008, (i) in the case of the Class 4-A1, Class
4-A2, Class 4-A3, Class 4-A4 and Class 4-A5 Certificates, the excess of what the
Accrued Certificate Interest on such Class would have been if the Interest Rate
on such Class had not been limited by reference to the Pool 4 Adjusted Net WAC
and (ii) in the case of any Class of Subordinate Certificates (other than the
Class I-B and Class B1X-II Certificates), the excess of what the Accrued
Certificate Interest on such Class would have been had the Pool 4 Adjusted Net
WAC been 4.2875988389% over what the Accrued Certificate Interest was on such
Class for such Distribution Date; provided, however, that with respect to the
Class B1-II Certificates, Basis Risk Shortfalls shall only be calculated with
respect to shortfalls arising after the Distribution Date in July 2008.

     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 Upper Tier REMIC table of
the Preliminary Statement, other than the Class R and Class P Certificates, will
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 or, if
other than New York, 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.

     Cap Agreement: The interest rate cap agreement (Global Deal ID: 448245),
dated as of January 29, 2003, entered into between the Trustee on behalf of the
Trust Fund (for the benefit of the Class B1-II and Class CX Certificateholders)
and the Cap Provider, which provides for monthly payments specified therein,
commencing in March 2004 and terminating on the Cap Agreement Termination Date,
together with the confirmation and schedules relating thereto, in the form of
Exhibit N hereto.

     Cap Agreement Reserve Fund: The separate Eligible Account (which shall not
constitute an asset of any REMIC) created and maintained by the Securities
Administrator pursuant to Section 5.06, which shall be held in trust for the
Trust Fund for the uses and purposes set forth in this Agreement.

     Cap Agreement Notional Balance: With respect to any Distribution Date, the
Cap Agreement Notional Balance set forth below for such Distribution Date:

                                       21
<PAGE>
                                 Notional Amount

<TABLE>
<CAPTION>
      Distribution Date                        Class B1-II($)
      -----------------                        --------------
<S>                                             <C>
March 25, 2004                                  $34,096,815
April 25, 2004                                  $34,084,574
May 25, 2004                                    $34,072,277
June 25, 2004                                   $34,059,923
July 25, 2004                                   $34,047,512
August 25, 2004                                 $34,035,044
September 25, 2004                              $34,022,518
October 25, 2004                                $34,009,934
November 25, 2004                               $33,997,292
December 25, 2004                               $33,984,592
January 25, 2005                                $33,971,833
February 25, 2005                               $33,959,016
March 25, 2005                                  $33,946,139
April 25, 2005                                  $33,933,203
May 25, 2005                                    $33,920,207
June 25, 2005                                   $33,907,152
July 25, 2005                                   $33,894,036
August 25, 2005                                 $33,880,859
September 25, 2005                              $33,867,622
October 25, 2005                                $33,854,323
November 25, 2005                               $33,840,963
December 25, 2005                               $33,827,542
January 25, 2006                                $33,814,059
February 25, 2006                               $33,800,513
March 25, 2006                                  $33,786,905
April 25, 2006                                  $33,773,234
May 25, 2006                                    $33,759,500
June 25, 2006                                   $33,745,702
July 25, 2006                                   $33,731,841
August 25, 2006                                 $33,717,892
September 25, 2006                              $33,703,879
October 25, 2006                                $33,689,497
November 25, 2006                               $33,674,947
December 25, 2006                               $33,660,083
January 25, 2007                                $33,644,012
February 25, 2007                               $33,625,476
March 25, 2007                                  $33,606,847
April 25, 2007                                  $33,588,144
May 25, 2007                                    $33,569,365
June 25, 2007                                   $33,550,511
July 25, 2007                                   $33,531,582
August 25, 2007                                 $33,512,576
September 25, 2007                              $33,493,495
October 25, 2007                                $33,474,337
November 25, 2007                               $33,455,102
December 25, 2007                               $33,435,790
January 25, 2008                                $33,416,400
February 25, 2008                               $33,396,933
March 25, 2008                                  $33,377,387
April 25, 2008                                  $33,357,763
May 25, 2008                                    $33,338,060
June 25, 2008                                   $33,318,278
July 25, 2008                                   $33,298,361
August 25, 2008 and thereafter                           $0
</TABLE>

                                       22
<PAGE>

     Cap Agreement Termination Date: After the Distribution Date in July 2008.

     Cap Provider: Lehman Brothers Special Financing Inc.

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

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

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

     Certificate Interest Rate: With respect to each Class of 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, 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, and
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.

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

     Class: All Certificates bearing the same class designation, and, in the
case of REMIC 1, REMIC 2, REMIC 3, REMIC 4 or REMIC 5, all Interests bearing the
same designation.

                                       23
<PAGE>

     Class AP Certificate: None.

     Class P Certificates: The Class P-I, Class P-II and Class P-III
Certificates, referred to collectively.

     Class AP Deferred Amount: Not applicable.

     Class B Certificate: Any Class I-B, Class II-B, Class B3 Class B4, Class B5
or Class B6 Certificate.

     Class I-B Certificates: The Class B1-I, Class B1X-I, Class B2-I, Class
B2X-I, Certificates, referred to collectively, or any one of such Classes.

     Class II-B Certificates: The Class B1-II, B1X-II and B2-II Certificates,
referred to collectively, or any one of such Classes.

     Class LT1-R Interest: The sole residual interest in REMIC 1.

     Class LT2-R Interest: The sole residual interest in REMIC 2.

     Class LT3-R Interest: The sole residual interest in REMIC 3.

     Class LT4-R Interest: The sole residual interest in REMIC 4.

     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.

     Class 3-AX REMIC Components: Each of Class 3-AX REMIC Component 3A2 and
Class 3-AX REMIC Component 3A3.

     Class 3-AX REMIC Component 3A2: An interest-only component having, as of
any Distribution Date on or prior to the Distribution Date in November 2006, a
notional amount equal to the Class Principal Amount of the Class 3-A2
Certificates immediately prior to such Distribution Date and bearing interest at
a per annum rate equal to the excess, if any, of the Net WAC for Pool 3 for such
Distribution Date over 4.1300%. Commencing with the Distribution Date in
December 2006, the notional amount of Class 3-AX REMIC Component 3A2 will be
zero.

                                       24
<PAGE>

     Class 3-AX REMIC Component 3A3: An interest-only component having, as of
any Distribution Date on or prior to the Distribution Date in November 2006, a
notional amount equal to the Class Principal Amount of the Class 3-A3
Certificates immediately prior to such Distribution Date and bearing interest at
a per annum rate equal to the excess, if any, of the Net WAC for Pool 3 for such
Distribution Date over 4.6550%. Commencing with the Distribution Date in
December 2006, the notional amount of Class 3-AX REMIC Component 3A3 will be
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: January 30, 2004.

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

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

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

     Component: Not applicable.

     Component Certificate: Not applicable.

     Component Interest Rate: Not applicable.

     Component Notional Amount: Not applicable.

     Component Principal Amount: Not applicable.

     Component Writedown Amount: Not applicable.

     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: Not applicable.

                                       25
<PAGE>

     Convertible Mortgage Loan: Not applicable.

     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: With respect to the Trustee, the principal
corporate trust office of the Trustee located at 452 Fifth Avenue, New York, New
York 10018, Attention: SARM 2004-1, or at such other address as the Trustee may
designate from time to time by notice to the Certificateholders, the Depositor,
the Master Servicer and the Securities Administrator or the principal corporate
trust office of any successor Trustee. With respect to the Securities
Administrator for purposes of presentment of Certificates for registration of
transfer, exchange or final payment, Wells Fargo Bank, National Association,
Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: SARM
2004-1.

     Corresponding Certificates: With respect to any class of REMIC 4 Interests,
the Class of Certificates so designated in the Preliminary Statement hereto.

     Corresponding Class: With respect to any Class of Certificates, the class
or classes of REMIC 4 Interests so designated in the Preliminary Statement
hereto.

     Corresponding Component: None.

                                       26
<PAGE>

     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: With respect to Group 1, the Distribution
Date on which, after giving effect to all distributions on such date, the
aggregate Certificate Principal Amount of the Class B1-I, Class B2-I, Class B3,
Class B4, Class B5 and Class B6 Certificates is reduced to zero. With respect to
Group 2, Group 3, Group 4, Group 5 or Group 6, the Distribution Date on which,
after giving effect to all distributions on such date, the aggregate Certificate
Principal Amount of the Class B1-II, Class B2-II, Class B3, Class B4, Class B5
and Class B6 Certificates is reduced to zero.

     Credit Support Percentage: For any Distribution Date, shall be calculated
as follows:

          (A) The Credit Support Percentage with respect to the Class B1-I
     Certificates will equal a fraction, expressed as a percentage, the
     numerator of which is the excess of (i) the sum of the Pool Balances for
     (a) Pool 1 and (b) Pool 2 over (ii) the aggregate Certificate Principal
     Amount of the Group 1, Group 2 and Class B1-I Certificates, and the
     denominator of which is the sum of the Pool Balances for (a) Pool 1 and (b)
     Pool 2.

          (B) The Credit Support Percentage with respect to the Class B1-II
     Certificates will equal a fraction, expressed as a percentage, the
     numerator of which is the excess of (i) the sum of the Pool Balances for
     (a) Pool 3, (b) Pool 4, (c) Pool 5 and (d) Pool 6 over (ii) the aggregate
     Certificate Principal Amount of the Group 3, Group 4, Group 5, Group 6 and
     Class B1-II Certificates, and the denominator of which is the sum of the
     Pool Balances for (a) Pool 3, (b) Pool 4, (c) Pool 5 and (d) Pool 6.

          (C) The Credit Support Percentage with respect to the Class B2-I
     Certificates will equal a fraction, expressed as a percentage, the
     numerator of which is the excess of (i) the sum of the Pool Balances for
     (a) Pool 1 and (b) Pool 2 over (ii) the aggregate Certificate Principal
     Amount of the Group 1, Group 2, Class B1-I and Class B2-I Certificates, and
     the denominator of which is the sum of the Pool Balances for (a) Pool 1 and
     (b) Pool 2.

          (D) The Credit Support Percentage with respect to the Class B2-II
     Certificates will equal a fraction, expressed as a percentage, the
     numerator of which is the excess of (i) the sum of the Pool Balances for
     (a) Pool 3, (b) Pool 4, (c) Pool 5 and (d) Pool 6 over (ii) the aggregate
     Certificate Principal Amount of the Group 3, Group 4, Group 5, Group 6,
     Class B1-II and Class B2-II Certificates, and the denominator of which is
     the sum of the Pool Balances for (a) Pool 3, (b) Pool 4, (c) Pool 5 and (d)
     Pool 6.

          (E) with respect to the Class B3, Class B4 or Class B5 Certificates
     will equal a fraction, expressed as a percentage, the numerator of which is


                                       27
<PAGE>

     the aggregate Certificate Principal Amount of any Class or Classes of
     Subordinate Certificates having a higher numerical class designation than
     such Class and the denominator of which is the total principal balance of
     the Mortgage Loans.

     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. The initial Custodians are LaSalle Bank
National Association, U.S. Bank National Association and Wells Fargo Home
Mortgage, Inc.

     Cut-off Date: January 1, 2004.

     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.

     Deferred Interest: Not applicable.

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

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

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

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

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

     Designated Rate: Not applicable.

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

     Discount Mortgage Loan: Not applicable.

                                       28
<PAGE>

     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 February 2004.

     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; provided, however, that the Mortgage Loans serviced by
Washington Mutual Bank, FA shall have a Due Period as specified in the Servicing
Agreement between Lehman Brothers Holdings and Washington Mutual Bank, FA.

     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, the Securities Administrator 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");

                                       29
<PAGE>

          (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 or the Securities Administrator,
     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

                                       30
<PAGE>

          (viii) any other demand, money market fund, common trust fund or time
     deposit or obligation, or interest-bearing or other security or investment
     (including those managed or advised by the Securities Administrator or an
     Affiliate thereof), (A) rated in the highest rating category by each Rating
     Agency (if rated by such Rating Agency) or (B) that would not adversely
     affect the then current rating by either Rating Agency of any of the
     Certificates. Such investments in this subsection (viii) may include money
     market mutual funds for which the Trustee, the Securities Administrator,
     the Master Servicer or an affiliate thereof serves as an investment
     advisor, administrator, shareholder servicing agent, and/or custodian or
     subcustodian, notwithstanding that (i) any such Person or an Affiliate
     thereof charges and collects fees and expenses from such funds for services
     rendered, (ii) any such Person or an Affiliate thereof charges and collects
     fees and expenses for services rendered pursuant to this Agreement, and
     (iii) services performed for such funds and pursuant to this Agreement may
     converge at any time. The Trustee specifically authorizes any such Person
     or an Affiliate thereof to charge and collect from the Trust Fund 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 (x) 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 and (y) each such investment must
be a "permitted investment" within the meaning of Section 860G(a)(5) of the
Code.

     Employee Mortgage Loan: Each Mortgage Loan listed on Schedule B hereto.

     ERISA: The Employee Retirement Income Security Act of 1974, as amended, and
as it may be further amended from time to time, any successor statutes thereto,
and applicable U.S. Department of Labor regulations issued pursuant thereto in
temporary or final form.

     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 or any Certificate with a rating below the lowest applicable rating
permitted under the Underwriter's Exemption.

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

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

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

     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

                                       31
<PAGE>

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 the certificates (other than the
Class 3-AX, Class, Class 4-AX, Class 4-PAX, Class 5-AX, Class 6-AX and Class
B1X-II Certificates) is the Distribution Date in February 2034; for the Class
3-AX Certificates is the Distribution Date in November 2006; for the Class 4-AX,
Class 4-PAX and Class 5-AX Certificates is the Distribution Date in November
2008; for the Class 6-AX Certificates is the Distribution Date in October 2010;
and for the Class B1X-II Certificates is the Distribution Date in July 2008.

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

     Fitch: Not applicable.

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

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

     Fraud Loss Limit: With respect to any Distribution Date (x) prior to the
first anniversary of the Cut-off Date, $23,591,934.00 less the aggregate of
Fraud Losses since the Cut-off Date, from the first to the fifth 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.

     Grantor Trust: Any of Grantor Trust I, Grantor Trust II, Grantor Trust III
or any grantor trust described in Section 10.01(n) hereof.

                                       32
<PAGE>

     Grantor Trust I: That certain "grantor trust" (within the meaning of the
Grantor Trust Provisions) consisting of the Grantor Trust I Assets.

     Grantor Trust I Assets: Any Prepayment Penalty Amounts collected with
respect to Pool 1 and Pool 2.

     Grantor Trust II: That certain "grantor trust" (within the meaning of the
Grantor Trust Provisions) consisting of the Grantor Trust II Assets.

     Grantor Trust II Assets: Any Prepayment Penalty Amounts collected with
respect to Pool 3, Pool 5 and Pool 6.

     Grantor Trust III: That certain "grantor trust" (within the meaning of the
Grantor Trust Provisions) consisting of the Grantor Trust III Assets.

     Grantor Trust III Assets: Any Prepayment Penalty Amounts collected with
respect to Pool 4.

     Grantor Trust Provisions: Subpart E of Subchapter J of the Code, including
Treasury regulation section 301.7701-4(c)(2).

     Group 1: All of the Group 1 Certificates.

     Group 1 Certificate: Any Class 1-A and Class R Certificate.

     Group 2: All of the Group 2 Certificates.

     Group 2 Certificate: Any Class 2-A and Class 2-AX Certificate.

     Group 3: All of the Group 3 Certificates.

     Group 3 Certificate: Any Class 3-A1, Class 3-A2, Class 3-A3 or Class 3-AX
Certificate.

     Group 4: All of the Group 4 Certificates.

     Group 4 Certificate: Any Class 4-A1, Class 4-A2, Class 4-A3, Class 4-A4,
Class 4-A5, Class 4-AX or Class 4-PAX Certificate.

     Group 5: All of the Group 5 Certificates.

     Group 5 Certificate: Any Class 5-A or Class 5-AX Certificate.

     Group 6: All of the Group 6 Certificates.

     Group 6 Certificate: Any Class 6-A or Class 6-AX Certificate.

     Group II Floating Rate Certificate Shortfall: With respect to the Class
B1-II Certificates, for any Distribution Date prior to the Distribution Date in
August 2008, in the event that the Interest Rate for such Class is based upon
the Pool 3-6 Underlying Subordinate Rate, is equal

                                       33
<PAGE>

to the sum of (A) the excess of (i) the amount of Accrued Certificate Interest
that such Class would have been entitled to receive on such Distribution Date
had the Interest Rate for such Class not been calculated based on the Pool 3-6
Underlying Subordinate Rate over (ii) the amount of Accrued Certificate Interest
such Class was entitled to receive on such Distribution Date based on the Pool
3-6 Underlying Subordinate Rate and (B) any unpaid Group II Floating Rate
Certificate Shortfall for such Class with respect to any prior Distribution Date
plus interest accrued thereon at a per annum rate of LIBOR plus 0.65% per annum.

     Group Subordinate Amount: With respect to any Mortgage Pool and any
Distribution Date, the excess, if any, of the 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 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, the Cap Provider, 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, the Cap Provider or any
Servicer in determining whether any Certificates are registered to an Affiliate
of the Depositor, the Master Servicer, the Cap Provider or such Servicer,
respectively.

     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.

     Initial LIBOR Rate: 1.10%.

     Initial Net Mortgage Rate: With respect to each Mortgage Loan, the Net
Mortgage Rate of such Mortgage Loan as of the Cut-off Date.

     Initial Senior Enhancement Percentage: With respect to Group I 6.70% and
with respect to Group II 6.50%.

     Insurance Policy: Any Primary Mortgage Insurance Policy and any standard
hazard insurance policy, flood insurance policy, earthquake insurance policy or
title insurance policy

                                       34
<PAGE>

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
applicable Servicer in connection with procuring such proceeds, (ii) to be
applied to restoration or repair of the related Mortgaged Property, or (iii)
required to be paid over to the Mortgagor pursuant to law or the related
Mortgage Note.

     Interest Distribution Amount: Not applicable.

     Interest Shortfall: With respect to any Class of Certificates 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 December 2033.

     Lehman Brothers Holdings: 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 "LIBOR" 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-A, Class B1-I, Class B2-I or Class B1-II
Certificate.

     LIBOR Component: Not applicable.

     LIBOR Determination Date: The second London Business Day immediately
preceding the commencement of each Accrual Period with respect to any LIBOR
Certificate 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
any 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.

                                       35
<PAGE>

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

     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.

     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 and each Mortgage Loan,
an amount equal to the product of the Master Servicing Fee Rate and the
Scheduled Principal Balance of such Mortgage Loan as of the first day of the
related Due Period. The Master Servicing Fee for any Mortgage Loan shall be
payable in respect of any Distribution Date solely from the interest portion of
the Scheduled Payment or other payment or recovery with respect to such Mortgage
Loan.

     Master Servicing Fee Rate: With respect to each Mortgage Loan (other than
any Participation), 0.000% per annum.

     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.

     Modified Group Subordinate Amount: With respect to either Mortgage Group
and any Distribution Date, the lesser of (1) the excess, if any, of the sum of
the Pool Balance of the Mortgage Pools included in such Mortgage Group for the
immediately preceding Distribution Date over the sum of the aggregate of the
Certificate Principal Amounts of the Senior Certificates of the related
Certificate Groups and the Class B1-I and Class B2-I Certificates (in the case
of Mortgage Group I) or the Class B1-II and Class B2-II Certificates (in the
case of Mortgage Group II), in each case immediately prior to such Distribution
Date and (2)

                                       36
<PAGE>

the aggregate Certificate Principal Amount of the Class B3, Class B4, Class B5
and Class B6 Certificates immediately prior to that Distribution Date, but not
less than zero.

     Modified Net WAC for Pool 1: For each Accrual Period will be equal to the
Net WAC for Pool 1 for the related Distribution Date.

     Modified Net WAC for Pool 2: For each Accrual Period will be equal to the
Net WAC for Pool 2 for the related Distribution Date.

     Modified Net WAC for Pool 3: For each Accrual Period will be equal to the
Net WAC for Pool 3 for the related Distribution Date.

     Modified Net WAC for Pool 4: For each Accrual Period through the Accrual
Period relating to the Distribution Date in November 2008 will be equal to the
lesser of (x) 4.2875988389% and (y) the Pool 4 Adjusted Net WAC. Beginning with
the Accrual Period relating to the Distribution Date in December 2008, the
Modified Net WAC for Pool 4 will be equal to the Net WAC for Pool 4 for the
related Distribution Date.

     Modified Net WAC for Pool 5: For each Accrual Period will be equal to the
Net WAC for Pool 5 for the related Distribution Date.

     Modified Net WAC for Pool 6: For each Accrual Period will be equal to the
Net WAC for Pool 6 for the related Distribution Date.

     Modified Pool Subordinate Amount: With respect to any Distribution Date and
(i) each of Pool 1 and Pool 2 is the lesser of (A) the excess of the Pool
Balance for such Mortgage Pool over the sum of (1) the total Certificate
Principal Amount of the Senior Certificates of the related Certificate Group and
(2) the Apportioned Principal Balance of the Class B1-I and Class B2-I
Certificates with respect to such Mortgage Pool immediately prior to that
Distribution Date and (B) the aggregate Certificate Principal Amount of the
Class B3, Class B4, Class B5 and Class B6 Certificates immediately prior to that
Distribution Date, but not less than zero and (ii) each of Pool 3, Pool 4, Pool
5 and Pool 6 is the lesser of (A) the excess of the Pool Balance for such
Mortgage Pool over the sum of (1) the total Certificate Principal Amount of the
Senior Certificates of the related Certificate Group and (2) the Apportioned
Principal Balance of the Class B1-II and Class B2-II Certificates with respect
to such Mortgage Pool immediately prior to that Distribution Date and (B) the
aggregate Certificate Principal Amount of the Class B3, Class B4, Class B5 and
Class B6 Certificates immediately prior to that Distribution Date, but not less
than zero.

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

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

     Mortgage 100(SM) Loan: Not applicable.

                                       37
<PAGE>

     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 Group: Either of Mortgage Group I or Mortgage Group II.

     Mortgage Group I: Pool 1 and Pool 2, collectively.

     Mortgage Group II: Pool 3, Pool 4, Pool 5 and Pool 6, collectively.

     Mortgage Loan: A Mortgage and the related notes or other evidences of
indebtedness secured by each such Mortgage conveyed, transferred, sold, assigned
to or deposited with the Trustee pursuant to Section 2.01 or Section 2.05,
including without limitation, each Mortgage Loan listed on the Mortgage Loan
Schedule, as amended from time to time. In addition, as used herein the term
"Mortgage Loan" includes the Participations, except where otherwise specified or
where the context requires otherwise.

     Mortgage Loan Sale Agreement: The agreement, dated as of January 1, 2004,
for the sale of certain Mortgage Loans by Lehman Brothers Holdings to the
Depositor.

     Mortgage Loan Schedule: The schedule attached hereto as Schedule A, which
shall identify each Mortgage Loan, as such schedule may be amended from time to
time to reflect the addition of Mortgage Loans to, or the deletion of Mortgage
Loans from, the Trust Fund. The Depositor shall be responsible for providing the
Trustee, the Master Servicer and the Securities Administrator with all
amendments to the Mortgage Loan Schedule.

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

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

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

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

     Mortgagor: The obligor on a Mortgage Note.

     Negative Amortization Certificate: None.

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

                                       38
<PAGE>

     Net Mortgage Rate: With respect to any Mortgage Loan, the Mortgage Rate
thereof reduced by the sum of the applicable Trustee Fee Rate, the Master
Servicing Fee Rate, the Servicing Fee Rate, the Securities Administrator Fee
Rate and the Retained Interest Rate (if applicable).

     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 applicable Servicer 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.

     Net WAC: With respect to each Mortgage Pool and any Distribution Date, the
weighted average of Net Mortgage Rates of the Mortgage Loans in the related
Mortgage Pool at the beginning of the related Due Period, weighted on the basis
of their Scheduled Principal Balances as of the preceding Distribution Date (or,
if there is no preceding Distribution Date, as of the Cut-off Date).

     Non-AP Percentage: Not applicable.

     Non-AP Senior Certificate: Not applicable.

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

     Non-Discount Mortgage Loan: Not applicable.

     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.

     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.

                                       39
<PAGE>

     Notional Certificate: Any Class 2-AX, Class 3-AX, Class 4-AX, Class 4-PAX,
Class 5-AX, Class 6-AX, Class B1X-I, Class B2X-I and Class B1X-II Certificate.

     Notional Component: None.

     Offering Document: Either of the private placement memorandum dated January
29, 2004 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 the applicable 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 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 any Class of
Subordinate Certificates (other than the Class B6 Certificates), the Credit
Support Percentage with respect to such Class on the Closing Date.

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

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

     Parent Power(SM) Loan: Not applicable.

     Participation Agreement: Not applicable.

     Participation: Not applicable.

     Participation Schedule: Not applicable.

     Participation Master Servicer: Not applicable.

     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

                                       40
<PAGE>

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 and any Class P 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 1-2 B1-B2 Principal Distribution Amount: For any Distribution Date,
the product of (1) the sum of Subordinate Principal Distribution Amount for Pool
1 and Pool 2 and (2) a fraction, the numerator of which is the aggregate
Certificate Principal Amount of the Class B1-I and Class B2-I Certificates
immediately prior to such Distribution Date and the denominator of which is the
sum of the aggregate Certificate Principal Amount of the Class B1-I and Class
B2-I Certificates immediately prior to such Distribution Date and the Modified
Group Subordinate Amount for Mortgage Group I.

     Pool 1-2 B3-B6 Principal Distribution Amount: For any Distribution Date,
the excess of the sum of the Subordinate Principal Distribution Amount for Pool
1 and Pool 2 over the Pool 1-2 B1-B2 Principal Distribution Amount.

     Pool 1-2 Underlying Subordinate Rate: The weighted average of the Modified
Net WACs of Pool 1 and Pool 2, weighted by the corresponding Group Subordinate
Amounts.

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

     Pool 3-6 B1-B2 Principal Distribution Amount: For any Distribution Date,
the product of (1) the sum of Subordinate Principal Distribution Amount for Pool
3, Pool 4, Pool 5 and Pool 6 and (2) a fraction, the numerator of which is the
aggregate Certificate Principal Amount of the Class B1-II and Class B2-II
Certificates immediately prior to such Distribution Date and the denominator of
which is the sum of the aggregate Certificate Principal Amount of the Class
B1-II and Class B2-II Certificates immediately prior to such Distribution Date
and the Modified Group Subordinate Amount for Mortgage Group II.

     Pool 3-6 B3-B6 Principal Distribution Amount: For any Distribution Date,
the excess of the sum of the Subordinate Principal Distribution Amount for Pool
3, Pool 4, Pool 5 and Pool 6 over the Pool 3-6 B1-B2 Principal Distribution
Amount.

                                       41
<PAGE>

     Pool 3-6 Underlying Subordinate Rate: The weighted average of the Modified
Net WACs of Pool 3, Pool 4, Pool 5 and Pool 6, weighted by the corresponding
Group Subordinate Amounts. With respect to the calculation of the Certificate
Interest Rates on the Class B1-II and Class B1X-II Certificates, the Pool 3-6
Underlying Subordinate Rate shall be multiplied by a fraction, the numerator of
which is 30 and the denominator of which is the actual number of days in the
Accrual Period for the applicable Distribution Date.

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

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

     Pool 4 Adjusted Net WAC: For Pool 4 for each Distribution Date will be the
weighted average, based on their respective principal balances, of the interest
rates on (i) an obligation having a principal balance equal to the Scheduled
Principal Balance of the Pool 4 PAX Mortgage Loans as of the preceding
Distribution Date (or, if there is no preceding Distribution Date, as of the
Cut-off Date) and bearing interest at a rate equal to the lesser of (x)
4.2875988389% or (y) the weighted average of the Net Mortgage Rates of the Pool
4 PAX Mortgage Loans at the beginning of the related Due Period, weighted on the
basis of their Scheduled Principal Balances as of the preceding Distribution
Date (or, if there is no preceding Distribution Date, as of the Cut-off Date)
and (ii) an obligation having a principal balance equal to the Scheduled
Principal Balance of the Pool 4 AX Mortgage Loans as of the preceding
Distribution Date (or, if there is no preceding Distribution Date, as of the
Cut-off Date) and bearing interest at a rate equal to the lesser of (x)
4.2875988389% or (y) the weighted average of the Net Mortgage Rates of the Pool
4 AX Mortgage Loans at the beginning of the related Due Period, weighted on the
basis of their Scheduled Principal Balances as of the preceding Distribution
Date (or, if there is no preceding Distribution Date, as of the Cut-off Date).

     Pool 4 AX Mortgage Loans: The Pool 4 AX Mortgage Loans are listed on
Schedule C hereto and are all the Pool 4 Mortgage Loans other than the Pool 4
PAX Mortgage Loans.

     Pool 4 PAX Mortgage Loans: The Pool 4 PAX Mortgage Loans are listed on
Schedule D hereto and are the Pool 4 Mortgage Loans that have Prepayment Penalty
Amounts for which the Seller owns the servicing rights.

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

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

     Pool Balance: As to each Mortgage Pool and any Distribution Date, the sum
of the Scheduled Principal Balance of the Mortgage Loans included in such
Mortgage Pool.

     Pledged Asset Loan-to-Value Ratio: Not applicable.

     Pledged Asset Mortgage Loan: Not applicable.

                                       42
<PAGE>

     Prepayment Interest Excess: With respect to any Distribution Date and any
Principal Prepayment in full received on the Mortgage Loans serviced by Aurora
from the first day through the sixteenth day of the month during which such
Distribution Date occurs, all amounts paid in respect of interest at the
applicable Net Mortgage Rate on such Principal Prepayment in full.

     Prepayment Interest Shortfall: With respect to any Distribution Date and
(x) any Principal Prepayment in part and, with respect to those Mortgage Loans
serviced by Servicers other than Aurora, any Principal Prepayment in full and
(y) any Principal Prepayment in full with respect to those Mortgage Loans
serviced by Aurora if received on or after the seventeenth day of the month
immediately preceding the month of such Distribution Date but on or before the
last day of the month immediately preceding the month of such Distribution Date,
the difference between (i) one full month's interest at the applicable Mortgage
Rate (after giving effect to any applicable Relief Act Reduction), as reduced by
the applicable Servicing Fee Rate, the Master 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 applicable Servicer during the
immediately preceding Prepayment Period, if any.

     Prepayment Period: With respect to those Mortgage Loans serviced by
Servicers other than Aurora, any Distribution Date and any Principal Prepayment,
whether in part or in full (including any liquidation), the calendar month
immediately preceding the month in which such Distribution Date occurs. With
respect to any Distribution Date and a Principal Prepayment in full (including
any liquidation) with respect to those Mortgage Loans serviced by Aurora, the
period from the seventeenth day of the month immediately preceding the month of
such Distribution Date to the sixteenth day of the month of such Distribution
Date. With respect to those Mortgage Loans serviced by Aurora, any Distribution
Date and any Principal Prepayment in part, 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: Not applicable.

     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.

                                       43
<PAGE>

     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 January 29, 2004, together with
the accompanying prospectus dated January 27, 2004, relating to the Senior
Certificates and the Class B1-I, Class B1X-I, Class B1-II, Class B1X-II, Class
B2-I, Class B2X-I, Class B2-II and Class B3 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 next Distribution Date, (c)
any unreimbursed Servicing Advances with respect to such Mortgage Loan and (d)
any costs and damages incurred by the Trust Fund in connection with any
violation by such Mortgage Loan of any predatory- or abusive-lending law. The
Master Servicer or the applicable Servicer (or the Securities Administrator, if
applicable) shall be reimbursed from the Purchase Price for any Mortgage Loan or
related REO Property for any Advances made with respect to such Mortgage Loan
that are reimbursable to the Master Servicer, such Servicer or the Securities
Administrator under this Agreement or the applicable 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, 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;

                                       44
<PAGE>

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

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

         Qualified Insurer: An insurance company duly qualified as such under
the laws of the states in which the related Mortgaged Properties are located,
duly authorized and licensed in such states to transact the applicable insurance
business and to write the insurance provided and whose claims paying ability is
rated by each Rating Agency in its highest rating category or whose selection as
an insurer will not adversely affect the rating of the Certificates.

         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 applicable 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 Master Servicer for deposit into the Collection 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
more than eighteen months longer than, and not more than eighteen months 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%; (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; (xi) has its

                                       45
<PAGE>

initial adjustment date after the related Reset Date; and (xii) has a gross
margin no less than the related Deleted Mortgage Loan. 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 and the Master Servicer.

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

     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 or (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 the Class 2-A, Class 2-AX, Class B1-I, Class B1X-I,
Class B2-I, Class B2X-I, Class B1-II and Class B1X-II 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 the Class 2-A, Class 2-AX, Class B1-I, Class B1X-I, Class B2-I, Class
B2X-I, Class B1-II and Class B1X-II Certificates, the close of business on the
Business Day immediately preceding such Distribution Date.

     Redemption Certificate: None.

     Reference Banks: As defined in Section 4.05.

                                       46
<PAGE>

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

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

     Related Pool: With respect to any Group 1 Certificate, Pool 1, with respect
to any Group 2 Certificate, Pool 2, with respect to any Group 3 Certificate,
Pool 3, with respect to any Group 4 Certificate, Pool 4, with respect to any
Group 5 Certificate, Pool 5, with respect to any Group 6 Certificate, Pool 6,
with respect to Class B1-I, Class B1X-I, Class B2-1 and Class B2X-I, Pool 1 and
Pool 2, with respect to the Class B1-II, Class B1X-II and Class B2-II
Certificates, Pool 3, Pool 4, Pool 5 and Pool 6 and with respect to Class B3,
Class B4, Class B5 and Class B6 Certificates, all Mortgage Pools.

     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 Servicemembers Civil Relief Act, as amended or any similar
state law, 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 REMIC 1, REMIC 2, REMIC 3, REMIC 4 and REMIC 5, 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.

     REMIC 1: REMIC 1 as described in the Preliminary Statement hereto.

     REMIC 1 Interest: Any one of the classes of REMIC 1 Interests described in
the Preliminary Statement hereto.

     REMIC 1 Regular Interest: Any of the Class LT1-1 Interest, Class LT1-2
Interest, Class LT1-3 Interest, Class LT1-4AX Interest, Class LT1-4PAX Interest,
Class LT1-5 Interest and Class LT1-6 Interest.

     REMIC 2: REMIC 2 as described in the Preliminary Statement hereto.

     REMIC 2 Interest: Any one of the classes of REMIC 2 Interests described in
the Preliminary Statement hereto.

                                       47
<PAGE>

     REMIC 2 Regular Interest: Any of the Class LT2-1 Interest, Class LT2-2
Interest, Class LT2-3 Interest, Class LT2-4AX Interest, Class LT2-4AXIO
Interest, Class LT2-4PAX Interest, Class LT2-4PAXIO Interest, Class LT2-5
Interest and Class LT2-6 Interest.

     REMIC 3: REMIC 3 as described in the Preliminary Statement hereto.

     REMIC 3 Interest: Any one of the classes of REMIC 3 Interests described in
the Preliminary Statement hereto.

     REMIC 3 Regular Interest: Any of the Class LT3-1A Interest, Class LT3-1B
Interest, the Class LT3-2A Interest, Class LT3-2B Interest, Class LT3-3A
Interest, Class LT3-3B Interest, Class LT3-4A Interest, Class LT3-4B Interest,
Class LT3-5A Interest, Class LT3-5B Interest, Class LT3-6A Interest, Class
LT3-6B Interest, Class LT3-CI Interest, Class LT3-CII Interest and Class LT3-Z
Interest.

     REMIC 3 CICII Subordinated Balance Ratio: The ratio among the
Uncertificated Principal Balances of each of the Class LT3-CI Interest and the
Class LT3-CII Interest that is equal to the ratio among, with respect to each
such REMIC 3 Regular Interest, the excess of (x) the aggregate Scheduled
Principal Balance of the Mortgage Loans in the related Mortgage Pools over (y)
in the case of the Class LT3-CI Interest, the aggregate Class Principal Amounts
of the Certificate Group related to Mortgage Group I and the Class B1-I and
Class B2-I Certificates and, in the case of the Class LT3-CII Interest, the
aggregate Class Principal Amounts of the Certificate Groups related to Mortgage
Group II and the Class B1-II and B2-II Certificates.

     REMIC 3 Group I Subordinated Balance Ratio: The ratio among the
Uncertificated Principal Balances of each of the REMIC 3 Regular Interests
ending with the designation "A" (other than the Class LT3-3A Interest, Class
LT3-4A Interest, Class LT3-5A Interest and Class LT3-6A Interest) that is equal
to the ratio among, with respect to each such REMIC 3 Regular Interest, the
excess of (x) the aggregate Scheduled Principal Balance of the Mortgage Loans in
the related Mortgage Pool over (y) the aggregate Class Principal Amounts of the
Certificate Group related to such Mortgage Pool.

     REMIC 3 Group II Subordinated Balance Ratio: The ratio among the
Uncertificated Principal Balances of each of the REMIC 3 Regular Interests
ending with the designation "A" (other than the Class LT3-1A Interest and Class
LT3-2A Interest) that is equal to the ratio among, with respect to each such
REMIC 3 Regular Interest, the excess of (x) the aggregate Scheduled Principal
Balance of the Mortgage Loans in the related Mortgage Pool over (y) the
aggregate Class Principal Amounts of the Certificate Group related to such
Mortgage Pool.

     REMIC 4: REMIC 4 as described in the Preliminary Statement hereto.

     REMIC 4 Interest: Any one of the classes of REMIC 4 Interests described in
the Preliminary Statement hereto.

     REMIC 4 Regular Interest: Any of the Class LT4-1A Interest, Class LT4-1R
Interest, Class LT4-B1I Interest, Class LT4-B2I Interest, Class LT4-2A Interest,
Class LT4-3A1 Interest, Class LT4-3A2 Interest, Class LT4-3A3 Interest, Class
LT4-4A1 Interest, Class LT4-4A2 Interest, Class LT4-4A3 Interest, Class LT4-4A4
Interest, Class LT4-4A5 Interest,

                                       48
<PAGE>

Class LT4-5A Interest, Class LT4-6A Interest, Class LT4-B1II Interest, Class
LT4-B2II Interest, Class LT4-B3 Interest, Class LT4-B4 Interest Class LT4-B5
Interest and Class LT4-B6 Interest.

     REMIC 5: REMIC 5 as described in the Preliminary Statement hereto.

     REMIC 5 Regular Interests: Any of (i) the Class 1-A, the Class B1-I, the
Class B1X-I, the Class B2-I, the Class B2X-I, the Class 2-A, Class 2-AX, Class
3-A1, Class 3-A2, Class 3-A3, Class 5-A, Class 5-AX, Class 6-A, Class 6-AX and
Class B1X-II Certificates, (ii) the Class 3-AX REMIC Components and (iii) the
uncertificated REMIC regular interests represented by (x) the rights associated
with the Class 4-A1, Class 4-A2, Class 4-A3, Class 4-A4, Class 4-A5, Class
B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates other
than the rights to receive payments in respect of Basis Risk Shortfalls and
Group II Floating Rate Certificate Shortfalls and (y) the rights associated with
the Class 4-AX and Class 4-PAX Certificates as determined without regard to the
obligation to make payments in respect of Basis Risk Shortfalls.

     REMIC 5 Residual Interest: The sole class of residual interest in the
Upper-Tier REMIC, representing the rights to receive all distributions on the
Class R Certificate other than distributions in respect of the Class LT1-R,
Class LT2-R, Class LT3-R and Class LT4-R Interests. The REMIC 5 Residual
Interest is represented by the Class R Certificate.

     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 applicable 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.

     Repurchase Price: As defined in Section 7.01 hereof.

     Reserve Interest Rate: Not applicable.

     Reset Date: With respect to Pool 3, November 2006, with respect to Pool 4
and Pool 5, November 2008 and with respect to Pool 6, October 2010.

     Residual Certificate: Any Class R Certificate.

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

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

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

                                       49
<PAGE>

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

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

     Retained Interest Rate: For each Due Period, 0.00% per annum; provided,
however, if the Mortgagor of the Employee Mortgage Loan ceases to be an employee
of Lehman Brothers Inc. or its Affiliates, 0.25% per annum.

     Rounding Account: Not applicable.

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

     Scheduled Payment: Each scheduled payment of principal and interest (or of
interest only, if applicable) to be paid by the Mortgagor on a Mortgage Loan, as
reduced (except where otherwise specified herein) by the amount of any related
Debt Service Reduction (excluding all amounts of principal and interest that
were due on or before the Cut-off Date whenever received) and, in the case of an
REO Property, an amount equivalent to the Scheduled Payment that would have been
due on the related Mortgage Loan if such Mortgage Loan had remained in
existence. 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 Amount: As to any Distribution Date, an amount equal to
the amount described in clause (i)(b) of the definition of Senior Principal
Distribution Amount.

     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 or the Participation Schedule, as the
case may be.

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

                                       50
<PAGE>

     Securities Administrator Fee: As to any Distribution Date and each Mortgage
Loan, an amount equal to the product of the Securities Administrator Fee Rate
and the Scheduled Principal Balance of such Mortgage Loan as of the first day of
the related Due Period.

     Securities Administrator Fee Rate: 0.0055% per annum.

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

     Seller: Lehman Brothers Holdings or any successor in interest.

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

     Senior Enhancement Percentage: For each Mortgage Group for any Distribution
Date the percentage equivalent of a fraction, the numerator of which is the
related Group Subordinate Amount or the Group Subordinate Amounts and the
denominator of which is the related Pool Balances of such Mortgage Group for the
immediately preceding Distribution Date.

     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-A and Class R
Certificates, in the case of Pool 1, the Class 2-A Certificates, in the case of
Pool 2, the Class 3-A1, Class 3-A2 and Class 3-A3 Certificates, in the case of
Pool 3, the Class 4-A1, Class 4-A2, Class 4-A3, Class 4-A4 and Class 4-A5
Certificates, in the case of Pool 4, the Class 5-A Certificates, in the case of
Pool 5 or the Class 6-A Certificates, in the case of Pool 6, in each case
immediately prior to such Distribution Date and the denominator of which is the
related Pool Balance for the immediately preceding Distribution Date.

     Senior Prepayment Percentage: With respect to each Mortgage Pool and any
Distribution Date occurring during the seven years beginning on the first
Distribution Date, 100%, except as described herein below. With respect to each
Mortgage Pool and for any Distribution Date occurring on or after the seventh
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, (i) if on any of the foregoing Distribution Dates the
Senior Enhancement Percentage for either Mortgage Group is less than the Initial
Senior Enhancement Percentage for either Mortgage Group, the Senior Prepayment
Percentage for each Mortgage Pool on such Distribution Date shall once again
equal 100%, (ii) unless the condition described in (i) has occurred, if on any
Distribution Date before the Distribution Date in February 2007, prior to giving
effect to any distributions on such Distribution Date, the Senior Enhancement
Percentages for Mortgage Group I and Mortgage Group II for such Distribution


                                       51
<PAGE>

Date are greater than or equal to twice the Initial Senior Enhancement
Percentages for such Mortgage Groups, then the Senior Prepayment Percentage for
each Mortgage Pool for such Distribution Date will equal the related Senior
Percentage plus 50% of the related Subordinate Percentage for such Mortgage Pool
and (iii) unless the condition described in (i) has occurred, if on any
Distribution Date on or after the Distribution Date in February 2007, prior to
giving effect to any distributions on such Distribution Date, the Senior
Enhancement Percentages for Mortgage Group I and Mortgage Group II for such
Distribution Date are greater than or equal to twice the Initial Senior
Enhancement Percentages for such Mortgage Groups, then the Senior Prepayment
Percentage for each Mortgage Pool on such Distribution Date will equal the
related Senior Percentage.

          Notwithstanding the foregoing, no decrease in the Senior Prepayment
     Percentage for any Mortgage Pool below the respective levels 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 the related Mortgage Group that were
     delinquent 60 days or more (including for this purpose any Mortgage Loans
     in foreclosure; 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; and Mortgage Loans with respect to which the related Mortgagor
     is in bankruptcy and has been delinquent 60 days or more) is greater than
     or equal to 50% of the applicable Group Subordinate Amount (i.e., the sum
     of the Group Subordinate Amounts of Pool 1 and Pool 2 in the case of
     Mortgage Group I and the sum of the Group Subordinate Amounts of Pool 3,
     Pool 4, Pool 5 and Pool 6 in the case of Mortgage Group II) immediately
     prior to such Distribution Date or (ii) cumulative Realized Losses with
     respect to the Mortgage Loans in the related Mortgage Group exceed (a) with
     respect to the Distribution Date prior to the third anniversary of the
     first Distribution Date, 20% of the related Original Group Subordinate
     Amounts (i.e., the sum of the Group Subordinate Amounts of Pool 1 and Pool
     2 in the case of Mortgage Group I and the sum of the Group Subordinate
     Amounts of Pool 3, Pool 4 Pool 5 and Pool 6 in the case of Mortgage Group
     II), (b) with respect to the Distribution Date on or after the third
     anniversary and prior to the sixth anniversary of the first Distribution
     Date, 30% of the related Original Group Subordinate Amounts, (c) with
     respect to the Distribution Date on or after the sixth anniversary and
     prior to the seventh anniversary of the first Distribution Date, 35% of the
     related Original Group Subordinate Amounts, (d) with respect to the
     Distribution Date on or after the seventh anniversary and prior to the
     eighth anniversary of the first Distribution Date, 40% of the related
     Original Group Subordinate Amounts, (e) with respect to the Distribution
     Date on or after the eighth anniversary and prior to the ninth anniversary
     of the first Distribution Date, 45% of the related Original Group
     Subordinate Amounts, and (f) with respect to the Distribution Date on or
     after the ninth anniversary of the first Distribution Date or thereafter,
     50% of the related Original Group Subordinate Amounts. After the Class
     Principal Amount of each Class of Senior Certificates in any Certificate
     Group has been reduced to zero, the Senior Prepayment Percentage for the
     related Mortgage Pool shall be 0%.

                                       52
<PAGE>

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

          (i) the product of (a) the related Senior Percentage for such date and
     (b) 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;

          (ii) the product of (a) the related Senior Prepayment Percentage for
     such date and (b) each of the following amounts: (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 Securities Administrator 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 and (b) the product of the
     related Senior Prepayment Percentage for such date and the Scheduled
     Principal Balance 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 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 successor in interest.
Initially, the Servicers are Aurora, Bank of America, N.A., Colonial Savings,
F.A., GreenPoint Mortgage Funding, Inc., IndyMac Bank, F.S.B., Washington Mutual
Bank, FA and Wells Fargo Home Mortgage, Inc.

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

     Servicing Agreement: Each Servicing Agreement between a Servicer and the
Seller, dated as of January 1, 2004, 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.

                                       53
<PAGE>

     Servicing Fee: With respect to each Servicer, the Servicing Fee specified
in the applicable Servicing Agreement.

     Servicing Fee Rate: With respect to a Servicer, the rate 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, $11,795,968.00,
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: On any Distribution Date on or
prior to the date on which the aggregate Certificate Principal Amount of the
Class B3, Class B4, Class B5 and Class B6 Certificates is reduced to zero, the
amount by which (i) the total Certificate Principal Amount of all of the
Certificates on any Distribution Date (after giving effect to distributions of
principal and allocation of Realized Losses in reduction of the Certificate
Principal Amounts of the Certificates on such Distribution Date) exceeds (ii)
the total Scheduled Principal Balance of the Mortgage Loans in Pool 1, Pool 2,
Pool 3, Pool 4, Pool 5 and Pool 6 for the related Distribution Date. On the
Distribution Date on which the aggregate Certificate Principal Amount of the
Class B3, Class B4, Class B5 and Class B6 Certificates is reduced to

                                       54
<PAGE>

zero, the portion of any Realized Loss in excess of the amount necessary to
reduce the aggregate Certificate Principal Amount of the Class B3, Class B4,
Class B5 and Class B6 Certificates to zero shall be treated in accordance with
one of the two succeeding sentences, as applicable, and allocated between the
Subordinate Certificates related to Mortgage Group I and the Subordinate
Certificates related to Mortgage Group II based on the ratio of Realized Losses
for Mortgage Group I to Realized Losses for Mortgage Group II with respect to
such Distribution Date. On any Distribution Date following the date on which the
aggregate Certificate Principal Amount of the Class B3, Class B4, Class B5 and
Class B6 Certificates has been reduced to zero, the Certificate Principal Amount
of the lowest ranking Class of Subordinate Certificates then outstanding related
to Mortgage Group I (i.e., Class B2-I and Class B1-I Certificates) will also be
reduced by the amount of any subsequent Realized Losses on Mortgage Group I. On
any Distribution Date following the date on which the aggregate Certificate
Principal Amount of the Class B3, Class B4, Class B5 and Class B6 Certificates
has been reduced to zero, the Certificate Principal Amount of the lowest ranking
Class of Subordinate Certificates then outstanding related to Mortgage Group II
(i.e., Class B2-II and Class B1-II Certificates) will also be reduced by the
amount of any subsequent Realized Losses on Mortgage Group II.

     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
designated with the same roman numeral (i.e., "I" or "II") 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 Mortgage Pool and any
Distribution Date, the sum of the following:

          (i) the product of (a) the related Subordinate Percentage for such
     date and (b) the principal portion 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: (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)


                                       55
<PAGE>

     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 Securities Administrator 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 less any related amount paid pursuant to subsection
     (iii) of the definition of Senior Principal Distribution Amount for the
     related Certificate Group; and

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

     Surety: Not applicable.

     Surety Bond: Not applicable.

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

     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 Brothers Holdings
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 and
the Participation Agreement, the Participations, the Additional Collateral, the
Cap Agreement and all amounts received from the Cap Provider thereunder, such
amounts as shall from time to time be held in the Cap Agreement Reserve Fund,
the Collection Account, the Certificate Account, any Escrow Account, the
Insurance Policies, any REO Property and the other items referred to in, and
conveyed to the Trustee under, Section 2.01(a).

     Trust Rate: Not applicable.

     Trust REMIC: Any of REMIC 1, REMIC 2, REMIC 3, REMIC 4 or REMIC 5.

     Trustee: HSBC Bank USA, a New York state banking corporation, not in its
individual capacity, but solely in its capacity as trustee for the benefit of
the Certificateholders under this Agreement, and any successor thereto, and any
corporation or national banking association resulting from or surviving any
consolidation or merger to which it or its successors may be a party and any
successor trustee as may from time to time be serving as successor trustee
hereunder.

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     Trustee Fee: Not applicable.

     Trustee Fee Rate: Not applicable.

     Undercollateralization Distribution: As defined in Section 5.02(j).

     Undercollateralized Group: With respect to any Distribution Date, the
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), (g), (h) and (i) on such date, is greater than the
Pool Balance of the related Mortgage Pool for such Distribution Date.

     Underlying Subordinate Rates: The Pool 1-2 Underlying Subordinate Rate and
the Pool 3-6 Underlying Subordinate Rate.

     Underwriter's Exemption: Prohibited Transaction Exemption 91-14, 56 Fed.
Reg. 7413 (1991), as amended (or any successor thereto), or any substantially
similar administrative exemption granted by the U.S. Department of Labor.

     Unpaid Basis Risk Shortfall: With respect any Distribution Date and any of
the Class 4-A1, Class 4-A2, Class 4-A3, Class 4-A4 and Class 4-A5 Certificates
or any Class of Subordinate Certificates (other than the Class I-B Certificates
and Class B1X-II Certificates), the sum of all Basis Risk Shortfalls for such
Class for prior Distribution Dates in respect of which no payment of amounts
that would otherwise have been distributed to the Class 4-AX or Class 4-PAX
Certificates has been made.

     Upper Tier REMIC: One of the 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,
91% of all Voting Interests shall be allocated to the Certificates other than
the Notional Certificates and the Class P Certificates, and 5% of all Voting
Interests shall be allocated to the Notional Certificates, 1% shall be allocated
to the Class P-I Certificates, 1% shall be allocated to the Class P-II
Certificates, 1% shall be allocated to the Class P-III Certificates and 1% shall
be allocated to the Class CX Certificates. After the Class Notional Amount of
each Class of Notional Certificates has been reduced to zero, 96% of all Voting
Interests shall be allocated to the remaining Classes of Certificates other than
the Class P and Class CX 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 Class P and Class CX Certificates in proportion to their Percentage
Interest. 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).

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     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 distributions to be made to the
Certificateholders as supplied to the Securities Administrator by the Master
Servicer. The Securities Administrator shall not be required to recompute,
verify or recalculate the information supplied to it by the Master Servicer.

                                   ARTICLE II

                              DECLARATION OF TRUST;
                            ISSUANCE OF CERTIFICATES

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

     (a) Concurrently with the execution and delivery of this Agreement, the
Depositor does hereby transfer, assign, set over, deposit with and otherwise
convey to the Trustee, without recourse, subject to Sections 2.02, 2.04, 2.05
and 2.06, in trust, all the right, title and interest of the Depositor in and to
the Mortgage Loans (including the Participations). 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 (or a Custodian on its behalf) 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.

     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
applicable Servicing Agreement 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

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<PAGE>

except as specifically set forth herein. The Depositor hereby confirms its
direction to the Trustee, solely in its capacity as Trustee hereunder, to
execute and deliver the Cap Agreement. The Trustee shall have no duty or
responsibility to enter into any other interest rate cap agreement upon the
expiration or termination of the Cap Agreement.

     In addition, with respect to any Pledged Asset Mortgage Loan, the Depositor
does hereby transfer, assign, set-over and otherwise convey to the Trustee
without recourse (except as provided herein) (i) its rights as assignee under
any security agreements, pledge agreements or guarantees relating to the
Additional Collateral supporting any Pledged Asset Mortgage Loan, (ii) its
security interest in and to any Additional Collateral, (iii) its right to
receive payments in respect of any Pledged Asset Mortgage Loan pursuant to the
Additional Collateral Servicing Agreement, and (iv) its rights as beneficiary
under the Surety Bond in respect of any Pledged Asset Mortgage Loan.
Notwithstanding anything to the contrary in this Agreement, the Trust Fund shall
not obtain title to or beneficial ownership of any Additional Collateral as a
result of or in lieu of the disposition thereof or otherwise.

     (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 (other than the
Participations):

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

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

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

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<PAGE>

     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;

          (iv) the original of each assumption, modification or substitution
     agreement, if any, relating to the Mortgage Loans, or, as to any
     assumption, modification or substitution agreement which cannot be
     delivered on or prior to the Closing Date 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;

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

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

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

          (viii) 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;

          (ix) 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; and

          (x) with respect to any Cooperative Loan, the Cooperative Loan
     Documents.

     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.

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<PAGE>

     With respect to each Participation, 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, a copy of the Participation
Agreement and the original Participation issued to the Trustee.

          (c) (i) Assignments of Mortgage with respect to each Non-MERS Mortgage
     Loan other than a Cooperative Loan shall be recorded; provided, however,
     that such Assignments need not be recorded if, in the Opinion of Counsel
     (which must be from Independent counsel) 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 (or its Custodian),
     at the expense of the Depositor and with the cooperation of the applicable
     Servicer, shall cause to be properly recorded by such Servicer in each
     public recording office where the related Mortgages are recorded each
     Assignment of Mortgage referred to in subsection (b)(v) above with respect
     to a Non-MERS Mortgage Loan. With respect to each Cooperative Loan, the
     Trustee (or its Custodian), at the expense of the Depositor and with the
     cooperation of the applicable Servicer, shall cause such Servicer to take
     such actions as are necessary under applicable law in order to perfect the
     interest of the Trustee in the related Mortgaged Property.

          (ii) With respect to each MERS Mortgage Loan, the Trustee (or its
     applicable Custodian), at the expense of the Depositor and with the
     cooperation of the applicable Servicer, shall cause to be taken such
     actions by such Servicer 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.

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<PAGE>

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

     (a) The Trustee or the applicable Custodian on behalf of the Trustee, by
execution and delivery hereof, acknowledges receipt of the Participations and
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 Servicer 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

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<PAGE>

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 or the Certificateholders of any
unsatisfied duty, claim or other liability on any Mortgage Loan or to any
Mortgagor.

     (f) Each of the parties hereto acknowledges that the applicable Custodian
shall perform the applicable review of the Mortgage Loans and 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, the Master Servicer and the Securities
Administrator, as of the Closing Date or such other date as is specified, that:

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

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

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

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<PAGE>

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

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

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

     (b) The representations and warranties of each Transferor with respect to
the related Mortgage Loans in the applicable Transfer Agreement, which have been
assigned to the Trustee hereunder, were made as of the date specified in the
applicable Transfer Agreement (or underlying agreement, if such Transfer
Agreement is in the form of an assignment of a prior agreement). To the extent
that any fact, condition or event with respect to a Mortgage Loan constitutes a
breach of both (i) a representation or warranty of the applicable Transferor
under the applicable Transfer Agreement and (ii) a representation or warranty of
Lehman Brothers Holdings 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 Brothers Holdings shall have no obligation or liability with respect to


                                       64
<PAGE>

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 Brothers Holdings 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 Brothers Holdings 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 or the Trustee of a breach of any of such
representations and warranties that adversely and materially affects the value
of the related Mortgage Loan, the party discovering such breach shall give
prompt written notice to the other parties. Within 90 days of the discovery of a
breach of any representation or warranty given to the Trustee by the Depositor,
any Transferor, or Lehman Brothers Holdings and assigned to the Trustee, the
Depositor, such Transferor, or Lehman Brothers Holdings, 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 Brothers Holdings 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 Brothers Holdings pursuant to the applicable
Mortgage Loan Sale Agreement or by any Transferor pursuant to the applicable
Transfer Agreement, the principal portion of the funds received by the Master
Servicer in respect of such repurchase of a Mortgage Loan will be considered a
Principal Prepayment and shall be deposited in the Collection Account pursuant
to Section 4.01. 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

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Mortgage Loan substituted for a Deleted Mortgage Loan (and any applicable
Substitution Amount), shall release or cause to be released to the Depositor,
Lehman Brothers Holdings 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.

     (b) With respect to each Qualifying Substitute Mortgage Loan to be
delivered to the Trustee (or its applicable Custodian) pursuant to the terms of
this Article II in exchange for a Deleted Mortgage Loan: (i) the Depositor, the
applicable Transferor, or Lehman Brothers Holdings, 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, (i) the Master Servicer, at the expense of the Depositor and at the
direction and with the cooperation of the applicable Servicer, shall (i) with
respect to a Qualifying Substitute Mortgage Loan that is a Non-MERS Mortgage
Loan, cause the Assignment of Mortgage to be recorded by 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 by such Servicer 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. The Depositor shall cause the
Mortgage Loan Schedule to be amended in accordance with the terms of this
Agreement.

     Section 2.06. Grant Clause.

     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: (i) the
rights and obligations of the parties shall be established pursuant to the terms
of this Agreement; (ii) the Depositor hereby grants to the Trustee for the
benefit of the Holders of the Certificates a

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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 (iii) 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.

                                  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. The
Class P Certificates shall be maintained in definitive, fully registered form in
a minimum denomination equal to 25% 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 Authenticating Agent by an authorized officer of the Trustee or
the Authenticating Agent. Each Certificate shall, on original issue, be
authenticated by the Authenticating Agent 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

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<PAGE>

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 Securities
Administrator, 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 Securities Administrator, 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 Securities Administrator
or DTC or its nominee, as the case may be, as hereinafter provided.

     (d) The Class B4, Class B5 or Class B6 Certificates sold to an "accredited
investor" under Rule 501(a)(1), (2), (3) or (7) under the Act shall be issued
initially in the form of one or more Definitive Certificates.

     Section 3.02. Registration.

     The Securities Administrator is hereby appointed, and hereby accepts its
appointment as, the initial Certificate Registrar in respect of the Certificates
and shall maintain books for the registration and for the transfer of
Certificates (the "Certificate Register"). 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.

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     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

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<PAGE>

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:

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

          (ii) The Certificate Registrar shall register the transfer of a
     Restricted Certificate if the requested transfer is being made to an
     "accredited investor" under Rule 501(a)(1), (2), (3) or (7) under the Act
     by a transferor who furnishes to the Certificate Registrar 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 or the
Certificate Registrar have 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 transaction provisions of ERISA, Section
4975 of the Code or substantially similar rules under state, local or other
federal law ("Similar Law") and will not subject the Trustee, the Master
Servicer, the Securities Administrator, any Servicer or the Depositor to any
obligation in addition to those undertaken in the Agreement; provided, however,
that the Trustee and the Certificate Registrar 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 and the Certificate Registrar have rendered
an Opinion of Counsel to the effect that the purchase and holding of an
ERISA-Restricted Certificate (other than the Class R 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,
Section 4975 of the Code or Similar Law. Each transferee of an ERISA-Restricted
Certificate that is a Book Entry Certificate shall be deemed to have made the
representations set forth in Exhibit H. The preparation and delivery of the
certificate and opinions referred to above shall not be an expense of the Trust
Fund, the Trustee, the Securities Administrator or the Depositor.
Notwithstanding the foregoing, no opinion or certificate shall be required for
the initial issuance of the ERISA-Restricted Certificates.

     Neither the Trustee nor the Certificate Registrar shall have any
obligations to monitor transfers of Book-Entry Certificates that are
ERISA-Restricted Certificates or Restricted Global Securities or any liability
for transfers of such Certificates in violation of the transfer restrictions.

     Notwithstanding anything to the contrary herein, any purported transfer of
an ERISA-Restricted Certificate in the form of a Definitive Certificate to or on
behalf of an employee benefit plan subject to Title I of ERISA, a plan subject
to Section 4975 of the Code or a plan

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<PAGE>

subject to Similar Law without the delivery to the Trustee and the Certificate
Registrar of a certificate substantially in the form of Exhibit H (or Exhibit
D-1 in the case of the Class R Certificate) or an Opinion of Counsel
satisfactory to the Trustee as described above shall be void and of no effect.
Neither the Trustee nor the Certificate Registrar shall have any liability to
any Person for any registration of transfer of any ERISA-Restricted Certificate
that is in fact not permitted by this Section 3.03(d) or for making any payments
due on such Certificate to the Holder thereof or taking any other action with
respect to such Holder under the provisions of this Agreement so long as the
transfer was registered in accordance with the foregoing requirements. The
Trustee and the Certificate Registrar shall be entitled, but not obligated, to
recover from any Holder of any ERISA-Restricted Certificate that was in fact an
employee benefit plan subject to Title I of ERISA, a plan subject to Section
4975 of the Code or a plan subject to Similar Law, or a Person acting on behalf
of any such plan at the time it became a Holder or, at such subsequent time as
it became such a plan or Person acting on behalf of such a plan, all payments
made on such ERISA-Restricted Certificate at and after either such time. Any
such payments so recovered by the Trustee or the Certificate Registrar shall be
paid and delivered by the Trustee or the Certificate Registrar to the last
preceding Holder of such Certificate that is not such a plan or Person acting on
behalf of a plan.

     (e) As a condition of the registration of transfer or exchange of any
Certificate, the Certificate Registrar may require the certified taxpayer
identification number of the owner of the Certificate and the payment of a sum
sufficient to cover any tax or other governmental charge imposed in connection
therewith; provided, however, that the Certificate Registrar shall have no
obligation to require such payment or to determine whether or not any such tax
or charge may be 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, in the case of clause (ii), 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 W-8ECI or successor form at the time and in the
manner required by the Code (any such person who is not covered by clause (A) or
(B) above is referred to herein as a "Non-permitted Foreign Holder").

     Prior to and as a condition of the registration of any transfer, sale or
other disposition of a Residual Certificate, the proposed transferee shall
deliver to the Trustee or the Certificate Registrar 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 or the Certificate Registrar may (but shall have no
obligation to) require, prior to and as a condition of any such transfer, the
delivery by the proposed transferee of an Opinion of Counsel, addressed to the
Depositor, the Trustee and the Certificate Registrar satisfactory in form and
substance to the Depositor, that such proposed transferee or, if the proposed
transferee

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<PAGE>

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. Neither the Trustee nor the Certificate Registrar shall 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 or the Certificate Registrar 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 or the Certificate Registrar 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 or the Certificate Registrar 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 or the Certificate Registrar 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. Neither the Trustee nor
the Certificate Registrar shall be under any 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 any 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 any of the Class B4, Class B5 or

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<PAGE>

     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 Certificate
     Registrar, of (I) instructions from DTC directing the 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 A 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
     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 Certificate Registrar, of
     (I) instructions from DTC directing the Certificate Registrar, to cause to
     be credited a beneficial interest in a Restricted

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<PAGE>

     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 L-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 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 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 Certificate Registrar.

          (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

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<PAGE>

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

     Section 3.06. Persons Deemed Owners.

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

     Section 3.07. Temporary Certificates.

     (a) Pending the preparation of definitive Certificates, upon the order of
the Depositor, the Trustee shall execute and the Authenticating Agent 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 Certificate Registrar without charge
to the Holder. Upon surrender for cancellation of any one or more temporary
Certificates, the Trustee shall execute and the Authenticating Agent shall
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.

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

     Section 3.09. Book-Entry Certificates.

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

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

          (ii) the Depositor, the Securities Administrator, the Master Servicer,
     the Paying Agent, the Certificate 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;

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

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

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     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 Certificate Registrar 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 Adjustable Rate Mortgage Loan Trust
Mortgage Pass-Through Certificates, Series 2004-1." The Collection Account shall
relate solely to the Certificates issued by the Trust Fund hereunder, and funds
in such Collection Account shall not be commingled with any other monies.

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     (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 and the Securities
Administrator 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 2:00 p.m. New York City time on each
Deposit Date, the entire amount on deposit in the Collection Account (subject to
permitted withdrawals set forth in Section 4.02), not including any amounts
which are to be excluded from the Available Distribution Amount for such
Distribution Date pursuant to clauses (A) through (H) of paragraph (i) of the
definition thereof (other than any amounts due or reimbursable to the Trustee,
the Custodians or the Securities Administrator pursuant to this Agreement),
shall be remitted to the Securities Administrator 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 Securities Administrator 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):

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

          (ii) 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;

          (iii) any unscheduled payment or other recovery with respect to a
     Mortgage Loan not otherwise specified in this paragraph (d), including all
     Net Liquidation Proceeds with respect to the Mortgage Loans and REO
     Property, and all amounts received in connection with the operation of any
     REO Property, net of 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 the applicable
     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.

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          (iv) all Insurance Proceeds;

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

          (vi) 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 Securities Administrator 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
Master Servicer in trust for the benefit of the Trustee and Holders of
Structured Adjustable Rate Mortgage Loan Trust, Mortgage Pass-Through
Certificates, Series 2004-1. All income and gain realized from any such
investment shall be for the benefit of the Master Servicer, while such
Collection Account is maintained by the Master Servicer, and shall be subject to
its withdrawal or order from time to time and shall not be part of the Trust
Fund. The amount of any losses incurred in respect of any such investments shall
be deposited in such 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.

     Section 4.02. Application of Funds in the Collection Account.

     The Master Servicer may, from time to time, make, or cause to be made,
withdrawals from the Collection Account for the following purposes:

          (i) to reimburse itself or any Servicer for Advances 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;

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          (ii) to reimburse itself or any Servicer for any Advances or Servicing
     Advances made by it or by such Servicer that it or such Servicer determines
     in good faith will not be recoverable from amounts representing late
     recoveries of payments of principal or interest respecting the particular
     Mortgage Loan as to which such Advance or 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;

          (iii) 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;

          (iv) in the event it has elected not to pay itself the Master
     Servicing Fee out of any Mortgagor payment on account of interest or other
     recovery with respect to a particular Mortgage Loan prior to the deposit of
     such Mortgagor payment or recovery in the Collection Account, to pay to
     itself the Master Servicing Fee for each Distribution Date and any unpaid
     Master Servicing Fees for prior Distribution Dates, as reduced pursuant to
     Section 5.05, from any Mortgagor payment as to interest or such other
     recovery with respect to that Mortgage Loan, as is permitted by this
     Agreement;

          (v) 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);

          (vi) 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;

          (vii) subject to Section 5.04, to pay to itself income earned on the
     investment of funds deposited in the Collection Account;

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

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          (ix) 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));

          (x) to make payment to itself, the Trustee and others pursuant to any
     provision of this Agreement and to reimburse the Custodian pursuant to the
     Custodial Agreement, but only to the extent that the items reimbursed
     constitute "unanticipated expenses" within the meaning of Treasury
     Regulation Section 1.860G-1(b)(3)(ii);

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

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

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

          (xiv) 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 Interest
Excess (to the extent not offset by Prepayment Interest Shortfalls). The
Servicers of the Participations shall be entitled to retain as additional
servicing compensation any Prepayment Penalty Amounts received with respect to
the Participations.

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

     In the event that the Master Servicer fails on any Deposit Date to remit to
the Securities Administrator any amounts required to be so remitted to the
Securities Administrator pursuant to subclause (viii) by such date, the Master
Servicer shall pay the Securities Administrator, for the account of the
Securities Administrator, interest calculated at the "prime rate" (as published
in the "Money Rates" section of The Wall Street Journal) on such amounts not
timely remitted for the period from and including that Deposit Date to but not
including the related Distribution Date.

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     Section 4.03. Reports to Certificateholders.

     (a) On each Distribution Date, the Securities Administrator shall have
prepared (based solely on information provided by the Master Servicer and the
Cap Provider) and shall make available to the Trustee and each Certificateholder
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 applicable Servicer and the Master Servicer):

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

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

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

          (iv) (A) the aggregate amount of any Advances required to be made by
     or on behalf of the Master Servicer or any Servicer (or, if applicable, the
     Securities Administrator, solely in its capacity as successor Master
     Servicer) with respect to such Distribution Date, (B) the aggregate amount
     of such Advances actually made, and (C) the amount, if any, by which (A)
     above exceeds (B) above;

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

          (vi) the Class Principal Amount (or Class Notional Amount) of each
     Class of Certificates, to the extent applicable, as of such Distribution
     Date after giving effect to payments allocated to principal reported under
     clause (i) above (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 due to Realized Losses:

          (vii) 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;

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

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

          (x) the deemed aggregate principal balance of all REO Properties 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;

          (xi) with respect to substitution of Mortgage Loans in the preceding
     calendar month, the aggregate Scheduled Principal Balance of all such
     Deleted Mortgage Loans, and of all Qualifying Substitute Mortgage Loans;

          (xii) 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;

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

          (xiv) 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);

          (xv) the amount of any payments made to each Class of Certificates
     under Section 5.02(k) hereof that would otherwise have been made to the
     Class 4-AX Certificates;

          (xvi) the amount of any payments made to each Class of Certificates
     under Section 5.02(k) hereof that would otherwise have been made to the
     Class 4-PAX Certificates;

          (xvii) the amount of payments made to the Class B1-II Certificates in
     respect of Group II Floating Rate Certificate Shortfalls; and

          (xviii) the amount of any payments made to each Class of Certificates
     that are treated as payment received in respect of a REMIC 5 Regular
     Interest and the amount of any payments to each Class of Certificates that
     are not treated as payments in respect of a REMIC 5 Regular Interest.

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

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     The Securities Administrator shall 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 the Trustee,
Certificateholders and the Rating Agencies via the Securities Administrator'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
Securities Administrator's customer service desk at (301) 815-6600. All parties
that are unable to use the website are entitled to have a paper copy mailed to
them via first class mail by calling the customer service desk and indicating
such. The Securities Administrator shall have the right to change the way such
statements are distributed in order to make such distribution more convenient
and/or more accessible to the above parties and the Securities Administrator
shall provide timely and adequate notification to all above parties regarding
any such changes.

     The foregoing information and reports shall be prepared and determined by
the Securities Administrator based solely on Mortgage Loan data provided to the
Securities Administrator by the Master Servicer no later than four Business Days
prior to the Distribution Date and on information provided by the Cap Provider
with respect to payments under the Cap Agreement. In preparing or furnishing the
Mortgage Loan data to the Securities Administrator, 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 Securities Administrator shall be entitled to conclusively rely on the
Mortgage Loan data provided by the Master Servicer and the Cap Provider and
shall have no liability for any errors in such Mortgage Loan data or other
information.

     On each Distribution Date, the Securities Administrator shall also provide
or make available to the Depositor a copy of the above described written report,
to the following address: Lehman Brothers Inc., 745 Seventh Avenue, 7th Floor,
New York, New York 10019, Attention: Michael Hitzmann, or to such other address
as the Depositor may designate.

     (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 or the Securities Administrator, 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 Securities Administrator
shall have prepared and shall make available, upon written request, 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

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by the Clearing Agency) in accordance with applicable regulations, a report
summarizing the items provided to Certificateholders pursuant to Section 4.03(a)
on an annual basis as may be required to enable such Holders to prepare their
federal income tax returns. Such information shall include the amount of
original issue discount accrued on each Class of Certificates and information
regarding the expenses of the Trust Fund. The Securities Administrator shall be
deemed to have satisfied this requirement if it forwards such information in any
other format permitted by the Code. The Master Servicer shall provide the
Securities Administrator with such Mortgage Loan level information as is
necessary for the Securities Administrator to prepare such reports.

     Section 4.04. Certificate Account.

     (a) The Securities Administrator 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 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 Securities
Administrator 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 Securities Administrator held under this Agreement.

     (b) The Securities Administrator 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 Securities Administrator all such amounts. The
Securities Administrator shall make withdrawals from the Certificate Account
only for the following purposes:

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

          (ii) to pay itself the Securities Administrator Fee and 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, the Trustee and others prior to making distributions
     pursuant to Section 5.02 for any expenses or other indemnification owing to
     itself, the Trustee and others pursuant to any provision of this Agreement;

          (iii) 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;

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

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

     (c) The Securities Administrator may invest, or cause to be invested, funds
held in the Certificate Account, which funds, if invested, shall be invested in
Eligible Investments

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(which may be obligations of the Securities Administrator). All such investments
must 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 Securities Administrator (in its capacity as such) or its
nominee. All income and gain realized from any such investment shall be paid to
the Securities Administrator and shall be subject to its withdrawal on order
from time to time. The amount of any losses incurred in respect of any such
investments shall be paid by the Securities Administrator for deposit in the
Certificate Account out of its own funds, without any right of reimbursement
therefor, immediately as realized. Funds held in the Certificate Account that
are not invested shall be held in cash.

     Section 4.05. Determination of LIBOR.

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

          (i) 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);

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

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

     (b) The establishment of LIBOR by the Securities Administrator and the
Securities Administrator's subsequent calculation of the Certificate Interest
Rate (or Rates) applicable to the LIBOR Certificates for the relevant Accrual
Period, in the absence of manifest error, will be final and binding. In all
cases, the Securities Administrator may conclusively rely on quotations of

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<PAGE>

LIBOR for the Reference Banks as such quotations appear on the display
designated "LIBOR" 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 LIBOR 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 LIBOR 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. [Reserved].

                                   ARTICLE V

                    DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

     Section 5.01. Distributions Generally.

     (a) Subject to Section 7.01 with respect to 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 or, upon written request made
to the Securities Administrator at least five Business Days prior to the related
Distribution Date to any Certificateholder, 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 may 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 the Residual Certificate will be made only upon
presentation and surrender of such Certificate at the Corporate Trust Office of
the Certificate Registrar. 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.

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<PAGE>

     (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).

     Section 5.02. Distributions from the Certificate Account.

     (a) On each Distribution Date, the Securities Administrator (or any
successor Paying Agent on behalf of the Trustee) shall withdraw from the
Certificate Account, to the extent of funds available therefor, the Available
Distribution Amount (excluding all Prepayment Penalty Amounts) with respect to
each Mortgage Pool, and shall distribute such amount in the following order of
priority based on the report of the Securities Administrator:

          (i) [Reserved]

          (ii) from the Available Distribution Amount for each Mortgage Pool, to
     each Class of Senior Certificates in the related Certificate Group, the
     Accrued Certificate Interest thereon for such Distribution Date, as reduced
     by such Class'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 a Mortgage Pool shall
     be allocated among the Classes of the related Certificate Group in
     proportion to the amount of Accrued Certificate Interest (as so reduced)
     that would otherwise be distributable thereon; provided, further, however,
     that payments that would otherwise be made to the Class 4-AX or Class 4-PAX
     Certificates hereunder shall be made to the Class 4-A1, Class 4-A2, Class
     4-A3, Class 4-A4, Class 4-A5, Class B1-II (to the extent such shortfall
     occurs after the Distribution Date in July 2008), Class B2-II, Class B3,
     Class B4, Class B5 or Class B6 Certificates to the extent required by
     Section 5.02(k).

          (iii) from the remaining Available Distribution Amount for each
     Mortgage Pool, to each Class of Senior Certificates in the related
     Certificate Group, 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 Senior Classes of the related
     Certificate Group in proportion to the Interest Shortfall for each such
     Class on such Distribution Date;

          (iv) from the remaining Available Distribution Amount for each
     Mortgage Pool, to the Senior Certificates of the related Certificate Group
     (other than any Class of Notional Certificates) in reduction of the Class
     Principal Amounts thereof, concurrently, as follows:

               (A) sequentially, to the Class R and Class 1-A Certificates, from
          the Available Distribution Amount for Pool 1, the Senior Principal
          Distribution Amount for Pool 1, in reduction of their Class Principal
          Amounts until their Class Principal Amounts have been reduced to zero;

               (B) to the Class 2-A Certificates from the Available Distribution
          Amount for Pool 2 for such Distribution Date, the Senior Principal
          Distribution Amount for such Mortgage Pool for such Distribution Date,


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<PAGE>

          in reduction of their Class Principal Amount until their Class
          Principal Amount has been reduced to zero;

               (C) pro rata, to the Class 3-A1, Class 3-A2 and Class 3-A3
          Certificates from the Available Distribution Amount for Pool 3 for
          such Distribution Date in an amount up to the Senior Principal
          Distribution Amount for such Mortgage Pool for such Distribution Date,
          in reduction of their Class Principal Amounts until their Class
          Principal Amounts have been reduced to zero;

               (D) pro rata, to the Class 4-A1, Class 4-A2, Class 4-A3, Class
          4-A4 and Class 4-A5 Certificates from the Available Distribution
          Amount for Pool 4 for such Distribution Date in an amount up to the
          Senior Principal Distribution Amount for such Mortgage Pool for such
          Distribution Date, in reduction of their Class Principal Amounts until
          their Class Principal Amounts have been reduced to zero;

               (E) to the Class 5-A Certificates from the Available Distribution
          Amount for Pool 5 for such Distribution Date, the Senior Principal
          Distribution Amount for such Mortgage Pool for such Distribution Date,
          in reduction of their Class Principal Amount until their Class
          Principal Amount has been reduced to zero;

               (F) to the Class 6-A Certificates from the Available Distribution
          Amount for Pool 6 for such Distribution Date in an amount up to the
          Senior Principal Distribution Amount for such Mortgage Pool for such
          Distribution Date, in reduction of their Class Principal Amount until
          their Class Principal Amount has been reduced to zero.

          (v) from the remaining Available Distribution Amounts for Pool 1 and
     Pool 2 subject to the prior distribution of amounts pursuant to Section
     5.02(g) and Section 5.02(h) in the case of clauses (C) and (F) below,
     first, to the Class B1-I and Class B1X-I Certificates, and second, to the
     Class B2-I and Class B2X-I Certificates, in the following order of
     priority:

               (A) concurrently to the Class B1-I and Class B1X-I 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) concurrently to the Class B1-I and Class B1X-I Certificates,
          any Interest Shortfall for such Class on such Distribution Date;

               (C) to the Class B1-I Certificates, in reduction of their Class
          Principal Amount, such Class's pro rata share of the Pool 1-2 B1-B2
          Principal Distribution Amount for such Distribution Date, except as
          provided in Section 5.02(b), until the Certificate Principal Balance
          thereof has been reduced to zero;

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<PAGE>

               (D) concurrently to the Class B2-I and Class B2X-I 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) concurrently to the Class B2-I and Class B2X-I Certificates,
          any Interest Shortfall for such Class on such Distribution Date;

               (F) to the Class B2-I Certificates, in reduction of their
          Certificate Principal Amount, the sum of (i) such Class's pro rata
          share of the Pool 1-2 B1-B2 Principal Distribution Amount for such
          Distribution Date, except as provided in Section 5.02(b), and (ii) any
          portion of the Pool 1-2 B1-B2 Principal Distribution Amount allocated
          to the Class B1-I Certificates in excess of the Certificate Principal
          Amount of such Class, until the Class Principal Amount thereof has
          been reduced to zero;

          (vi) from the remaining Available Distribution Amount for Pool 3, Pool
     4, Pool 5 and Pool 6 subject to the prior distribution of amounts pursuant
     to Section 5.02(g) and Section 5.02(i) in the case of clauses (C) and (F)
     below, first, to the Class B1-II and Class B1X-II and second, to the Class
     B2-II Certificates, in the following order of priority:

               (A) concurrently to the Class B1-II and Class B1X-II
          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) concurrently to the Class B1-II and Class B1X-II
          Certificates, any Interest Shortfall for such Class on such
          Distribution Date;

               (C) to the Class B1-II Certificates, in reduction of their Class
          Principal Amount, such Class's pro rata share of the Pool 3-6 B1-B2
          Principal Distribution Amount for such Distribution Date, except as
          provided in Section 5.02(b), until the Certificate Principal Balance
          thereof has been reduced to zero;

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

               (F) to the Class B2-II Certificates, in reduction of their
          Certificate Principal Amount, the sum of (i) such Class's pro rata
          share of the Pool 3-6 B1-B2 Principal Distribution Amount for such
          Distribution Date, except as provided in Section 5.02(b), and (ii) any
          portion of the Pool 3-6 B1-B2 Principal Distribution Amount allocated
          to the Class B1-II Certificates in

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<PAGE>

          excess of the Certificate Principal Amount of such Class, until the
          Class Principal Amount thereof has been reduced to zero;

          (vii) from the remaining Available Distribution Amounts for all
     Mortgage Pools, subject to the prior distribution of amounts pursuant to
     Section 5.02(g) in the case of clauses (C), (F), (I) and (L) below, to the
     Class B3, Class B4, Class B5 and Class B6 Certificates in the following
     order of priority:

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

               (C) to the Class B3 Certificates, in reduction of their
          Certificate Principal Amount, such Class's pro rata share of the sum
          of the Pool 1-2 B3-B6 Principal Distribution Amount and the Pool 3-6
          B3-B6 Principal Distribution Amount for such Distribution Date, except
          as provided in Section 5.02(c), until the Certificate Principal Amount
          thereof has been reduced to zero;

               (D) 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;

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

               (F) to the Class B4 Certificates, in reduction of their
          Certificate Principal Amount, the sum of (i) such Class's pro rata
          share of the sum of the Pool 1-2 B3-B6 Principal Distribution Amount
          and the Pool 3-6 B3-B6 Principal Distribution Amount for such
          Distribution Date, except as provided in Section 5.02(c), and (ii) any
          portion of the sum of the Pool 1-2 B3-B6 Principal Distribution Amount
          and Pool 3-6 B3-B6 Principal Distribution Amount allocated to the
          Class B3 Certificates in excess of the Certificate Principal Amount of
          such Class, until the Certificate Principal Balance thereof has been
          reduced to zero;

               (G) 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;

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

               (I) to the Class B5 Certificates, in reduction of their
          Certificate Principal Amount, the sum of (i) such Class's pro rata
          share of sum of the

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<PAGE>

          Pool 1-2 B3-B6 Principal Distribution Amount and the Pool 3-6 B3-B6
          Principal Distribution Amount for such Distribution Date, except as
          provided in Section 5.02(c), and (ii) any portion of the sum of the
          Pool 1-2 B3-B6 Principal Distribution Amount and the Pool 3-6 B3-B6
          Principal Distribution Amount allocated to the Class B4 Certificates
          in excess of the Certificate Principal Amount of such Class, until the
          Class Principal Balance thereof has been reduced to zero;

               (J) 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;

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

               (L) to the Class B6 Certificates, in reduction of their
          Certificate Principal Amount, the sum of (i) such Class's pro rata
          share of the sum of the Pool 1-2 B3-B6 Principal Distribution Amount
          and the Pool 3-6 B3-B6 Principal Distribution Amount for such
          Distribution Date, except as provided in Section 5.02(c), and (ii) any
          portion of the sum of the Pool 1-2 B3-B6 Principal Distribution Amount
          and the Pool 3-6 B3-B6 Principal Distribution Amount allocated to the
          Class B5 Certificates in excess of the Certificate Principal Amount of
          such Class, until the Certificate Principal Balance thereof has been
          reduced to zero.

          (viii) Net Prepayment Interest Shortfalls for Pool 1 shall be
     allocated among the Group 1 Certificates and the Class B1-I, Class B2-I,
     Class B3, Class B4, Class B5 and Class B6 Certificates pro rata based on
     (x) in the case of the Group 1 Certificates, the Accrued Certificate
     Interest otherwise distributable thereon, and (y) in the case of the Class
     B1-I, Class B2-I, Class B3, Class B4, Class B5 and Class B6 Certificates,
     the interest accrued at the Modified Net WAC for Pool 1 on the related
     Apportioned Principal Balances. Amounts so allocated to the Class B1-I or
     Class B2-I Certificates shall be allocated between the Class B1-I and Class
     B1X-I Certificates or between the Class B2-I and Class B2X-I Certificates,
     as the case may be, proportionately, based upon the Accrued Certificate
     Interest thereon.

          (ix) Net Prepayment Interest Shortfalls for Pool 2 shall be allocated
     among the Group 2 Certificates and the Class B1-I, Class B2-I, Class B3,
     Class B4, Class B5 and Class B6 Certificates pro rata based on (x) in the
     case of the Group 2 Certificates, the Accrued Certificate Interest
     otherwise distributable thereon, and (y) in the case of the Class B1-I,
     Class B2-I, Class B3, Class B4, Class B5 and Class B6 Certificates, the
     interest accrued at the Modified Net WAC for Pool 2 on the related
     Apportioned Principal Balances. Amounts so allocated to the Class B1-I or
     Class B2-I Certificates shall be allocated between the Class B1-I and Class
     B1X-I Certificates or between the Class B2-I and Class B2X-I Certificates,
     as the case may be, proportionately, based upon the Accrued Certificate
     Interest thereon.

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<PAGE>

          (x) Net Prepayment Interest Shortfalls for Pool 3 shall be allocated
     among the Group 3 Certificates and the Class B1-II, Class B2-II, Class B3,
     Class B4, Class B5 and Class B6 Certificates pro rata based on (x) in the
     case of the Group 3 Certificates, the Accrued Certificate Interest
     otherwise distributable thereon, and (y) in the case of the Class B1-II,
     Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates, the
     interest accrued at the Modified Net WAC for Pool 3 on the related
     Apportioned Principal Balances. Amounts so allocated to the Class B1-II
     Certificates shall be allocated between the Class B1-II and Class B1X-II
     Certificates, proportionately, based upon the Accrued Certificate Interest
     thereon.

          (xi) Net Prepayment Interest Shortfalls for Pool 4 shall be allocated
     among the Group 4 Certificates and the Class B1-II, Class B2-II, Class B3,
     Class B4, Class B5 and Class B6 Certificates pro rata based on (x) in the
     case of the Group 4 Certificates, the Accrued Certificate Interest
     otherwise distributable thereon, and (y) in the case of the Class B1-II,
     Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates, the
     interest accrued at the Modified Net WAC for Pool 4 on the related
     Apportioned Principal Balances. Amounts so allocated to the Class B1-II
     Certificates shall be allocated between the Class B1-II and Class B1X-II
     Certificates, proportionately, based upon the Accrued Certificate Interest
     thereon.

          (xii) Net Prepayment Interest Shortfalls for Pool 5 shall be allocated
     among the Group 5 Certificates and the Class B1-II, Class B2-II, Class B3,
     Class B4, Class B5 and Class B6 Certificates pro rata based on (x) in the
     case of the Group 5 Certificates, the Accrued Certificate Interest
     otherwise distributable thereon, and (y) in the case of the Class B1-II,
     Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates, the
     interest accrued at the Modified Net WAC for Pool 5 on the related
     Apportioned Principal Balances. Amounts so allocated to the Class B1-II
     Certificates shall be allocated between the Class B1-II and Class B1X-II
     Certificates, proportionately, based upon the Accrued Certificate Interest
     thereon.

          (xiii) Net Prepayment Interest Shortfalls for Pool 6 shall be
     allocated among the Group 6 Certificates and the Class B1-II, Class B2-II,
     Class B3, Class B4, Class B5 and Class B6 Certificates pro rata based on
     (x) in the case of the Group 6 Certificates, the Accrued Certificate
     Interest otherwise distributable thereon, and (y) in the case of the Class
     B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates,
     the interest accrued at the Modified Net WAC for Pool 6 on the related
     Apportioned Principal Balances. Amounts so allocated to the Class B1-II
     Certificates shall be allocated between the Class B1-II and Class B1X-II
     Certificates, proportionately, based upon the Accrued Certificate Interest
     thereon.

     (b) (i) Notwithstanding the foregoing, on any Distribution Date, the
portion of the Pool 1-2 B1-B2 Principal Distribution Amount described in clauses
(ii) and (iii) of the definition of Subordinate Principal Distribution Amount
for Pool 1 and Pool 2 referred to above in Section 5.02(a)(v) will be
distributed entirely to the Class B1-I Certificates if the Credit Support
Percentage of the Class B1-I Certificates as of such Distribution Date (before
giving effect to any distribution of principal on such Distribution Date) is
less than the Original Credit Support Percentage for such Class. (ii)
Notwithstanding the foregoing, on any Distribution Date, the

                                       93
<PAGE>

portion of the Pool 3-6 B1-B2 Principal Distribution Amount described in clauses
(ii) and (iii) of the definition of Subordinate Principal Distribution Amount
for Pool 3, Pool 4, Pool 5 and Pool 6 referred to above in Section 5.02(a)(vi)
will be distributed entirely to the Class B1-II Certificates if the Credit
Support Percentage of the Class B1-II Certificates as of such Distribution Date
(before giving effect to any distribution of principal on such Distribution
Date) is less than the Original Credit Support Percentage for such Class.

     (c) Notwithstanding the foregoing, on any Distribution Date, the portion of
the sum of the Pool 1-2 B3-B6 Principal Distribution Amount and the Pool 3-6
B3-B6 Principal Distribution Amount described in clauses (ii) and (iii) of the
definition of Subordinate Principal Distribution Amount for Pool 1, Pool 2, Pool
3, Pool 4, Pool 5 and Pool 6 referred to above in Section 5.02(a)(vii) will be
allocated pro rata among the following Classes of Certificates: (i) any of the
Class of Class B3, Class B4 and Class B5 Certificates which has a current Credit
Support Percentage (before giving effect to any distribution of principal on
such Distribution Date) greater than or equal to the original Credit Support
Percentage for such Class; (ii) the Class of Class B3, Class B4 and Class B5
Certificates having the lowest numerical class designation which does not meet
the criteria in (i) above; and (iii) the Class B6 Certificates if all other
outstanding Classes of Class B3, Class B4 and Class B5 Certificates meet the
criteria in (i) above or if no other Class of Class B3, Class B4 and Class B5
Certificates is outstanding.

     (d) On each Distribution Date, the Securities Administrator shall
distribute to the Holders of (i) the Class B1-II Certificates any payments
received by the Securities Administrator under the terms of the Cap Agreement
with respect to such Distribution Date up to the amount of any Group II Floating
Rate Certificate Shortfall related to such Certificates; and (ii) the Class CX
Certificates any amounts received under the terms of the Cap Agreement in excess
of the Group II Floating Rate Certificate Shortfall.

     (e) On each Distribution Date, the Paying Agent shall withdraw to the
extent of funds available therefore, from the Certificate Account and distribute
to the Holders of the (i) Class P-I Certificates any Prepayment Penalty Amounts
remitted to the Certificate Account related to Pool 1 and Pool 2 for such
Distribution Date; (ii) Class P-II Certificates any Prepayment Penalty Amounts
remitted to the Certificate Account related to Pool 3, Pool 5 and Pool 5 for
such Distribution Date; and (iii) Class P-III Certificates any Prepayment
Penalty Amounts remitted to the Certificate Account related to Pool 4 for such
Distribution Date.

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

     (g) On each Distribution Date prior to the Credit Support Depletion Date
for Group 1, Group 2, Group 3, Group 4, Group 5 or Group 6, but on or after the
date on which the aggregate Certificate Principal Amount of the Senior
Certificates of Group 1, Group 2, Group 3, Group 4, Group 5 or Group 6 has been
reduced to zero, amounts otherwise distributable as principal on each of the
Class B3, Class B4, Class B5 and Class B6 Certificates, in reverse order of
priority, in respect of such Class's share of the B3-B6 Principal Distribution
Amount for the Mortgage

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<PAGE>

Pool relating to such retired Senior Certificates, shall be distributed as
principal to the Senior Certificates (other than any Notional Certificates)
remaining outstanding in Certificate Group 1, Certificate Group 2, Certificate
Group 3, Certificate Group 4, Certificate Group 5 and Certificate Group 6, as
applicable, in accordance with the priorities set forth in Section 5.02(a)(iv),
until the Class 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 (if the aggregate Certificate Principal
Amount of the Senior Certificates of any other Certificate Group has been
reduced to zero), that are delinquent 60 days or more for the last six months as
a percentage of the related Group Subordinate Amount (including for this purpose
any Mortgage Loans in foreclosure; 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; and Mortgage Loans with respect to which the related Mortgagor is in
bankruptcy and has been delinquent 60 days or more) is greater than or equal to
50%. In addition, on or after the date on which the total Certificate Principal
Amount of the Senior Certificates of Group 1 or Group 2 has been reduced to
zero, if the proviso in the preceding sentence is satisfied, amounts otherwise
distributable as principal on each Class of the Class B1-I and Class B2-I
Certificates, in reverse order of priority, in respect of such Class's share of
the Pool 1-2 B1-B2 Principal Distribution Amount related to the Mortgage Pool
relating to such retired Senior Certificates, will be distributed as principal
to the Senior Certificates (other than the Interest-Only Certificates) remaining
outstanding in Group 1 or Group 2, as applicable, until the related Class
Principal Amounts have been reduced to zero. Furthermore, on or after the date
on which the total Certificate Principal Amount of the Senior Certificates of
Group 3, Group 4, Group 5 or Group 6 has been reduced to zero, if the proviso in
the second preceding sentence is satisfied, amounts otherwise distributable as
principal on each Class of the Class B1-II and Class B2-II Certificates, in
reverse order of priority, in respect of such Class's share of the Pool 3-6
B1-B2 Principal Distribution Amount related to the Mortgage Pool relating to
such retired Senior Certificates, will be distributed as principal to the Senior
Certificates (other than the Interest-Only Certificates) remaining outstanding
in Group 3, Group 4, Group 5 or Group 6, as applicable, until the related Class
Principal Amounts have been reduced to zero.

     (h) On each Distribution Date prior to the Credit Support Depletion Date
for a Certificate Group related to Mortgage Group I, but on or after the
Distribution Date (i) on which the total Certificate Principal Amount of the
Senior Certificates of such Certificate Group has been reduced to zero and (ii)
on which the total Certificate Principal Amount of the Class B3, Class B4, Class
B5 and Class B6 Certificates has been reduced to zero, amounts otherwise
distributable as principal to each of the Class B1-I and Class B2-I
Certificates, in reverse order of priority, in respect of such Class's share of
the Pool 1-2 B1-B2 Principal Distribution Amount for the Mortgage Pool relating
to such retired Senior Certificates, will be distributed as principal to the
Senior Certificates remaining outstanding (other than the Interest-Only
Certificates and the Class 3-A1, Class 3-A2, Class 3-A3, Class 4-A1, Class 4-A2,
Class 4-A3, Class 4-A4, Class 4-A5, Class 5-A and Class 6-A Certificates), pro
rata based on their respective Class Principal Amounts, until the related Class
Principal Amounts have been reduced to zero. In the case of Pool 1 and Pool 2,
the respective Class share of the Pool 1-2 B1-B2 Principal Distribution Amount
related to such Mortgage Pool will equal the product of (a) a fraction, the
numerator of which is the principal amount of such Class and the denominator of
which is the aggregate

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principal amount of the Class B1-I and Class B2-I Certificates, (b) the
Subordinate Principal Amount for the relevant Mortgage Pool and (c) a fraction,
the numerator of which is the Pool 1-2 B1-B2 Principal Distribution Amount and
the denominator of which is the sum of the Subordinate Distribution Amount for
Pool 1 and Pool 2. In the case of Pool 1 and Pool 2, the respective Class share
of the Pool 1-2 B3-B6 Principal Distribution Amount related to such Mortgage
Pool will equal the product of (a) a fraction, the numerator of which is the
principal amount of such Class and the denominator of which is the aggregate
principal amount of Classes B3 through B6, (b) the Subordinate Principal
Distribution Amount for the relevant Mortgage Pool and (c) a fraction, the
numerator of which is the Pool 1-2 B3-B6 Principal Distribution Amount and the
denominator of which is the sum of the Subordinate Distribution Amounts for Pool
1 and Pool 2.

     (i) On each Distribution Date prior to the Credit Support Depletion Date
for a Certificate Group related to Mortgage Group II, but on or after the
Distribution Date (i) on which the total Certificate Principal Amount of the
Senior Certificates of such Certificate Group has been reduced to zero and (ii)
on which the total Certificate Principal Amount of the Class B3, Class B4, Class
B5 and Class B6 Certificates has been reduced to zero, amounts otherwise
distributable as principal to each of the Class B1-II and Class B2-II
Certificates, in reverse order of priority, in respect of such Class's share of
the Pool 3-6 B1-B2 Principal Distribution Amount for the Mortgage Pool relating
to such retired Senior Certificates, will be distributed as principal to the
Senior Certificates remaining outstanding (other than the Interest-Only
Certificates and the Class 1-A, Class R and Class 2-A Certificates), pro rata
based on their respective Class Principal Amounts, until the related Class
Principal Amounts have been reduced to zero. In the case of Pool 3, Pool 4, Pool
5 and Pool 6, the respective Class share of the Pool 3-6 B1-B2 Principal
Distribution Amount related to such Mortgage Pool will equal the product of (a)
a fraction, the numerator of which is the principal amount of such Class and the
denominator of which is the aggregate principal amount of the Class B1-II and
Class B2-II Certificates, (b) the Subordinate Principal Amount for the relevant
Mortgage Pool and (c) a fraction, the numerator of which is the Pool 3-6 B1-B2
Principal Distribution Amount and the denominator of which is the sum of the
Subordinate Distribution Amount for Pool 3, Pool 4, Pool 5 and Pool 6. In the
case of Pool 3, Pool 4, Pool 5 and Pool 6, the respective Class share of the
Pool 3-6 B3-B6 Principal Distribution Amount related to such Mortgage Pool will
equal the product of (a) a fraction, the numerator of which is the principal
amount of such Class and the denominator of which is the aggregate principal
amount of Classes B3 through B6, (b) the Subordinate Principal Distribution
Amount for the relevant Mortgage Pool and (c) a fraction, the numerator of which
is the Pool 3-6 B3-B6 Principal Distribution Amount and the denominator of which
is the sum of the Subordinate Distribution Amounts for Pool 3, Pool 4, Pool 5
and Pool 6.

     (j) On any Distribution Date on which any of the Certificate Groups
constitutes an Undercollateralized Group, all amounts otherwise distributable as
principal on the Class B3, Class B4, Class B5 and Class B6 Certificates, in
reverse order of priority (other than amounts necessary to pay unpaid Interest
Shortfalls) (or, following the date on which the aggregate Certificate Principal
Amount of the Class B3, Class B4, Class B5 and Class B6 Certificates is reduced
to zero, such other amounts described in the immediately following sentence),
will be distributed as principal to the Senior Certificates (other than any
Notional Certificates) of such Undercollateralized Group in accordance with the
priorities set forth in Section 5.02(a)(iv) until the aggregate Certificate
Principal Amount of such Certificates equals the Pool Balance of the related
Mortgage Pool (such distribution, an "Undercollateralization Distribution").

          (i) In the event that any of the Group 1 Certificates or the Group 2
     Certificates constitutes the Undercollateralized Group on any Distribution
     Date following the date on which the aggregate Certificate Principal Amount
     of the Class B3, Class B4, Class B5 and Class B6 Certificates is reduced to
     zero, Undercollateralization Distributions will be made from the excess of
     the Available Distribution Amount for the other such Mortgage Pools
     (excluding Mortgage Pool 3, Mortgage Pool 4, Mortgage Pool 5 and Mortgage
     Pool 6) not related to the Undercollateralized Group remaining after all
     required amounts have been distributed to the Senior Certificates of the
     other Certificate Groups. In addition, the amount of any unpaid Interest
     Shortfalls with respect to the Undercollateralized Group on any
     Distribution Date (including any Interest Shortfalls for such Distribution
     Date) will be distributed to the Senior Certificates of the
     Undercollateralized Group prior to the payment of any
     Undercollateralization

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     Distributions from amounts otherwise distributable as principal on the
     Class B3, Class B4, Class B5 and Class B6 Certificates, in reverse order of
     priority (or, where the Undercollateralized Group is not the Group 3
     Certificates, Group 4 Certificates, Group 5 Certificates or Group 6
     Certificates, following the date on which the aggregate Certificate
     Principal Amount of the Class B3, Class B4, Class B5 and Class B6
     Certificates is reduced to zero, as provided in the preceding sentence).

          (ii) In the event that any of the Group 3 Certificates, the Group 4
     Certificates, the Group 5 Certificates or the Group 6 Certificates
     constitutes the Undercollateralized Group on any Distribution Date
     following the date on which the aggregate Certificate Principal Amount of
     the Class B3, Class B4, Class B5 and Class B6 Certificates is reduced to
     zero, Undercollateralization Distributions will be made from the excess of
     the Available Distribution Amount for the other such Mortgage Pools
     (excluding Mortgage Pool 1 and Mortgage Pool 2) not related to the
     Undercollateralized Group remaining after all required amounts have been
     distributed to the Senior Certificates of the other Certificate Groups. In
     addition, the amount of any unpaid Interest Shortfalls with respect to the
     Undercollateralized Group on any Distribution Date (including any Interest
     Shortfalls for such Distribution Date) will be distributed to the Senior
     Certificates of the Undercollateralized Group prior to the payment of any
     Undercollateralization Distributions from amounts otherwise distributable
     as principal on the Class B3, Class B4, Class B5 and Class B6 Certificates,
     in reverse order of priority (or, (i) where the Undercollateralized Group
     is not the Group 1 Certificates or Group 2 Certificates, following the date
     on which the aggregate Certificate Principal Amount of the Class B3, Class
     B4, Class B5 and Class B6 Certificates is reduced to zero, as provided in
     the preceding sentence and (ii) where the Undercollateralized Group is not
     Certificate Group 3, Certificate Group 4, Certificate Group 5 or
     Certificate Group 6, following the Distribution Date on which the aggregate
     Certificate Principal Amount of the Class B3, Class B4, Class B5 and Class
     B6 Certificates has been reduced to zero, as provided in the first sentence
     of Section 5.02(j)(i).

     (k) On each Distribution Date on or prior to November 2008, amounts
otherwise payable to the Class 4-AX or Class 4-PAX Certificates pursuant to
Section 5.02(a)(ii), if any, will be distributed to the Class 4-A1, Class 4-A2,
Class 4-A3, Class 4-A4, Class 4-A5, Class B1-II, Class B2-II, Class B3, Class
B4, Class B5 and Class B6 Certificates in respect of any Unpaid Basis Risk
Shortfalls for such Distribution Date or any prior Distribution Date. Such
amounts will be distributed (i) first, pro rata, to the Class 4-A1, Class 4-A2,
Class 4-A3, Class 4-A4 and Class 4-A5 Certificates and (ii) second,
sequentially, to the Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and
Class B6 Certificates. The Class 4-AX and Class 4-PAX Certificates will
contribute amounts hereunder pro rata based on the amount of interest each such
Class would otherwise be entitled to receive on such Distribution Date. The
amounts distributed hereunder to the Class 4-A1, Class 4-A2, Class 4-A3, Class
4-A4, Class 4-A5, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and
Class B6 Certificates with respect to any Basis Risk Shortfalls shall be deemed
for federal income tax purposes as having been distributed to the Class 4-AX and
Class 4-PAX Certificates, as applicable. The Class 4-AX and Class 4-PAX
Certificates shall have no right to reimbursement for such amounts distributed
pursuant to this section.

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     Section 5.03. Allocation of Realized Losses.

     (a) (i) On any Distribution Date, the principal portion of each Realized
Loss (other than any Excess Loss) in respect of a Mortgage Loan in Pool 1 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-I Certificates, until the Class Principal
     Amount thereof has been reduced to zero;

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

          seventh, to the Class 1-A and Class R Certificates, pro rata, until
     the Class Principal Amounts thereof have been reduced to zero.

     (ii) On any Distribution Date, the principal portion of each Realized Loss
(other than any Excess Loss) in respect of a Mortgage Loan in Pool 2 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-II Certificates, until the Class Principal
     Amount thereof has been reduced to zero;

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

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<PAGE>

          seventh, to the Class 2-A Certificates, until the Class Principal
     Amount thereof has been reduced to zero.

     (iii) On any Distribution Date, the principal portion of each Realized Loss
(other than any Excess Loss) in respect of a Mortgage Loan in Pool 3 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-II Certificates, until the Class Principal
     Amount thereof has been reduced to zero;

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

          seventh, to the Class 3-A1, Class 3-A2 and Class 3-A3 Certificates,
     pro rata, until the Class Principal Amounts thereof have been reduced to
     zero.

     (iv) On any Distribution Date, the principal portion of each Realized Loss
(other than any Excess Loss) in respect of a Mortgage Loan in Pool 4 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-II Certificates, until the Class Principal
     Amount thereof has been reduced to zero;

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<PAGE>

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

          seventh, to the Class 4-A1, Class 4-A2, Class 4-A3, Class 4-A4 and
     Class 4-A5 Certificates, pro rata, until the Class Principal Amount thereof
     has been reduced to zero; provided, however, that any Realized Losses
     otherwise allocable to the Class 4-A1 Certificates pursuant to this Section
     5.03 shall be allocated to the Class 4-A5 Certificates until the Class
     Principal Amount of the Class 4-A5 has been reduced to zero.

     (v) On any Distribution Date, the principal portion of each Realized Loss
(other than any Excess Loss) in respect of a Mortgage Loan in Pool 5 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-II Certificates, until the Class Principal
     Amount thereof has been reduced to zero;

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

          seventh, to the Class 5-A Certificates, until the Class Principal
     Amount thereof has been reduced to zero.

     (vi) On any Distribution Date, the principal portion of each Realized Loss
(other than any Excess Loss) in respect of a Mortgage Loan in Pool 6 shall be
allocated in the following order of priority:

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

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

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

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

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

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

          seventh, to the Class 6-A Certificates, until the Class Principal
     Amount thereof has been reduced to zero.

     (ix) Notwithstanding the foregoing, the first $0.13 of principal portion of
Realized Losses will not be allocated to any Class of Certificates.

     (b) With respect to any Distribution Date, (i) the principal portion of any
Excess Loss in respect of a Mortgage Loan in Pool 1 shall be allocated, pro
rata, to the Class B1-I, Class B2-I, Class B3, Class B4, Class B5 and Class B6
Certificates and the Group 1 Certificates, (ii) the principal portion of any
Excess Losses in respect of a Mortgage Loan in Pool 2 shall be allocated pro
rata, to the Class B1-I, Class B2-I, Class B3, Class B4, Class B5 and Class B6
Certificates and to the Group 2 Certificates, (iii) the principal portion of any
Excess Losses in respect of a Mortgage Loan in Pool 3 shall be allocated pro
rata, to the Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6
Certificates and to the Group 3 Certificates, and (iv) the principal portion of
any Excess Losses in respect of a Mortgage Loan in Pool 4 shall be allocated pro
rata, to the Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6
Certificates and to the Group 4 Certificates, (v) the principal portion of any
Excess Losses in respect of a Mortgage Loan in Pool 5 shall be allocated pro
rata, to the Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6
Certificates and to the Group 5 Certificates and (vi) the principal portion of
any Excess Losses in respect of a Mortgage Loan in Pool 6 shall be allocated pro
rata, to the Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6
Certificates and to the Group 6 Certificates, in each case on the basis of the
related Apportioned Principal Balances of the Class B1-I, Class B2-I, Class
B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates and
Class Principal Amounts of the Group 1, Group 2, Group 3, Group 4, Group 5 and
Group 6 Certificates; 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).

     (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

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the case of the principal portion thereof, after giving effect to distributions
made on such Distribution 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 the Master Servicer and the Securities
Administrator.

     (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 shall 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 and the
Securities Administrator on such Determination Date, which if advanced the
Master Servicer or such 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. The Securities
Administrator shall be able to rely conclusively on any non-recoverability
determination made by the Master Servicer. If the Master Servicer determines
that an Advance is required, it shall on the Deposit Date immediately following
such Determination Date either (i) remit to the Securities Administrator from
its own funds (or funds advanced by the applicable Servicer) for deposit in the
Securities Administrator Account immediately available funds in an amount equal
to such Advance, (ii) cause to be made an appropriate entry in the records of
the Collection Account that funds in such account being held for future
distribution or withdrawal have been, as permitted by this Section 5.04, used by
the Master Servicer to make such Advance, and remit such immediately available
funds to the Securities Administrator for deposit in the 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
Securities Administrator for deposit in the Securities Administrator Account on
or before any future Deposit Date to the extent that funds in the

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Certificate Account on such Deposit Date shall be less than payments to
Certificateholders required to be made on the related Distribution Date. The
Securities Administrator shall be entitled to conclusively rely upon any
determination by the Master Servicer that an Advance, if made, would constitute
a non-recoverable advance. 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 Securities Administrator, 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 or any Servicer that would
have been deposited in such Certificate Account over (b) the amount of any
Advance made by the Master Servicer or such Servicer with respect to such
Distribution Date; provided, however, that the Securities Administrator shall be
required to make such Advance only if it is not prohibited by law from doing so
and it has determined that such Advance would be recoverable from amounts to be
received with respect to such Mortgage Loan, including late payments,
Liquidation Proceeds, Insurance Proceeds, or otherwise. The Securities
Administrator shall be entitled to be reimbursed from the Certificate Account
for Advances made by it pursuant to this Section 5.04 as if it were the Master
Servicer.

     Section 5.05. Compensating Interest Payments.

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

     Section 5.06. Cap Agreement Reserve Fund.

     (a) On the Closing Date, the Securities Administrator shall establish and
maintain in its name, in trust for the benefit of the holders of the Class B1-II
and Class CX Certificates, a Cap Agreement Reserve Fund. One Business Day prior
to each Distribution Date, the Cap Provider shall distribute the Securities
Administrator, on behalf of the Trust Fund, an amount equal to one month's
interest calculated at an annual rate equal to the Strike Rate of the Cap
Agreement Notional Balance with respect to the Class B1 Certificates, as
applicable (each as set forth in Section 1.01), multiplied by the actual number
of days in the applicable Accrual Period, and divided by 360.

     (b) The Securities Administrator shall deposit all amounts received by it
under the terms of the Cap Agreement one Business Day prior to each Distribution
Date. The Cap Agreement Notional Balance shall be treated as assets in the Cap
Agreement Reserve Fund. The Cap Agreement Reserve Fund shall be an Eligible
Account, and funds on deposit therein shall be held separate and apart from, and
shall not be commingled with, any other moneys, including, without limitation,
other moneys of the Securities Administrator held pursuant to this Agreement.

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<PAGE>

     (c) On each Distribution Date on or prior to the Cap Agreement Termination
Date, the Securities Administrator shall distribute to the Holders of the Class
B1-II and Class CX Certificates payments received under the terms of the Cap
Agreements in the order of priority and to the extent specified in Section
5.02(d) of this Agreement.

     (d) Funds in the Cap Agreement Reserve Fund shall be invested in Eligible
Investments. The Class CX Certificate shall evidence ownership of the Cap
Agreement Reserve Fund for federal income tax purposes and Lehman Brothers
Holdings on behalf of the Holder thereof shall direct the Securities
Administrator, in writing, as to investment of amounts on deposit therein.
Lehman Brothers Holdings hereby directs the Securities Administrator to invest
funds on deposit in the Cap Agreement Reserve Fund in Wells Fargo Funds, Prime
Investment Money Market Fund or such other investment as is hereafter specified
to the Securities Administrator by Lehman Brothers Holdings.

     (e) The Cap Agreement is terminable by the Trust Fund or the Cap Provider
following the occurrence of certain specified events of default, including
failure of the Cap Provider to make required payments, and certain standard
events under the 1992 International Swaps and Derivatives Association, Inc.
Master Swap Agreement (Multi-Cross-Border).

     (f) Upon the earlier of the termination of the Cap Agreement and the
termination of the Trust Fund in accordance with Section 7.01, the Cap Agreement
Reserved Fund will be terminated and any funds remaining therein at such time
shall be distributed to the Class CX Certificates.

                                   ARTICLE VI

   CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR; EVENTS OF DEFAULT

     Section 6.01. Duties of Trustee and Securities Administrator.

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

     (b) Each of the Trustee and the Securities Administrator, upon receipt of
all resolutions, certificates, statements, opinions, reports, documents, orders
or other instruments furnished to the Trustee or the Securities Administrator
which are specifically required to be furnished pursuant to any provision of
this Agreement, shall examine them to determine whether they are in the form
required by this Agreement; provided, however, that neither the Trustee not the
Securities

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Administrator shall be responsible for the accuracy or content of any such
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Master Servicer, to the Trustee or the Securities
Administrator, as applicable, pursuant to this Agreement, and neither the
Trustee nor the Securities Administrator shall be required to recalculate or
verify any numerical information furnished to the Trustee or the Securities
Administrator pursuant to this Agreement or the Cap Agreement.

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

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

          (ii) 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;

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

          (iv) With respect to amounts that would be treated as "unanticipated
     expenses" within the meaning of Treasury Regulations Section
     1.860G-1(b)(3)(ii) if paid or reimbursed by the REMICs hereunder, no
     provision of this Agreement shall require the Trustee or the Securities
     Administrator to expend or risk its own funds or otherwise incur any
     financial liability in the performance of any of its duties hereunder, or
     in the exercise of any of its rights or powers, if it shall have reasonable
     grounds for believing that repayment of such funds or adequate indemnity
     against such risk or liability is not reasonably assured to it, and none of
     the provisions contained in this Agreement shall in any event require the
     Trustee or the Securities Administrator to perform, or be responsible for
     the manner of performance of, any of the obligations of the Master Servicer
     under this Agreement except, with respect to the Securities Administrator,
     during such time, if any, as the Securities Administrator shall be the
     successor to, and be

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     vested with the rights, duties, powers and privileges of, the Master
     Servicer in accordance with the terms of this Agreement.

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

     (e) Neither the Trustee or the Securities Administrator shall be personally
liable with respect to any action taken, suffered or omitted to be taken by it
in good faith in accordance with the direction of Certificateholders of any
Class holding Certificates which evidence, as to such Class, Percentage
Interests aggregating not less than 25% as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee or the
Securities Administrator, as applicable, or exercising any trust or power
conferred upon the Trustee or the Securities Administrator, as applicable, under
this Agreement.

     (f) Neither the Trustee nor the Securities Administrator shall be held
liable by reason of any insufficiency in any account (including without
limitation the Securities Administrator Account and the Certificate Account)
held by or on behalf of the Trustee or the Securities Administrator resulting
from any investment loss on any Eligible Investment included therein (except to
the extent that the Trustee is the obligor and has defaulted thereon).

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

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

     (i) Notwithstanding anything in this Agreement to the contrary, neither the
Securities Administrator nor the Trustee shall be liable for special, indirect
or consequential losses or

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damages of any kind whatsoever (including, but not limited to, lost profits),
even if the Trustee or the Securities Administrator , as applicable, has been
advised of the likelihood of such loss or damage and regardless of the form of
action.

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

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

     Except as otherwise provided in Section 6.01:

          (i) Each of the Trustee and the Securities Administrator may request,
     and may rely and shall be protected in acting or refraining from acting
     upon any resolution, Officer's Certificate, certificate of auditors,
     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;

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

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

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

          (v) Each of the Trustee and the Securities Administrator may execute
     any of the trusts or powers hereunder or perform any duties hereunder
     either directly or by or through agents, custodians, or attorneys, which
     agents, custodians or attorneys shall have

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     any and all of the rights, powers, duties and obligations of the Trustee
     and the Securities Administrator, respectively, conferred on them by such
     appointment provided that each of the Trustee and the Securities
     Administrator shall continue to be responsible for its duties and
     obligations hereunder to the extent provided herein, and provided further
     that neither the Trustee nor the Securities Administrator shall be
     responsible for any misconduct or negligence on the part of any such agent
     or attorney appointed with due care by the Trustee or the Securities
     Administrator, as applicable;

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

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

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

     Section 6.03. Trustee and Securities Administrator Not Liable for
Certificates.

     The Trustee and the Securities Administrator make no representations as to
the validity or sufficiency of this Agreement or of the Certificates (other than
the certificate of authentication on the Certificates), the Cap Agreement or of
any Mortgage Loan, or related document save that the Trustee and the Securities
Administrator each represent that, assuming due execution and delivery by the
other parties hereto, this Agreement has been duly authorized, executed and
delivered by it and constitutes its valid and binding obligation, enforceable
against it in accordance with its terms except that such enforceability may be
subject to (A) applicable bankruptcy and insolvency laws and other similar laws
affecting the enforcement of the rights of creditors generally, and (B) general
principles of equity regardless of whether such enforcement is considered in a
proceeding in equity or at law. Neither the Trustee nor the Securities
Administrator shall 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. Neither the Trustee nor the Securities Administrator shall be
responsible for the legality or validity of this Agreement or the validity,
priority, perfection or sufficiency of the security for the Certificates issued
or intended to be issued hereunder. Except as otherwise provided herein, neither
the Trustee nor the Securities Administrator shall have any responsibility for
filing any financing or continuation statement in any public office at any time


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or to otherwise perfect or maintain the perfection of any security interest or
lien granted to it hereunder or to record this Agreement.

     Section 6.04. Trustee and Securities Administrator May Own Certificates.

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

     Section 6.05. Eligibility Requirements for Trustee and Securities
Administrator.

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

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

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

     (b) If at any time (i) either the Trustee or the Securities Administrator
shall cease to be eligible in accordance with the provisions of Section 6.05 and
shall fail to resign after written request therefor by the Depositor, (ii) the
Trustee or the Securities Administrator shall become incapable of acting, or
shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the
Securities Administrator or of either of their property shall be appointed, or
any public officer shall take charge or control of the Trustee or the Securities
Administrator or of either of their

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property or affairs for the purpose of rehabilitation, conservation or
liquidation, (iii) a tax is imposed or threatened with respect to the Trust Fund
by any state in which the Trustee or the Trust Fund held by the Trustee is
located, or (iv) the continued use of the Trustee or the Securities
Administrator would result in a downgrading of the rating by the Rating Agencies
of any Class of Certificates with a rating, then the Depositor shall remove the
Trustee or the Securities Administrator, as applicable, and appoint a successor
trustee or successor securities administrator, as applicable, by written
instrument, one copy of which instrument shall be delivered to the Trustee or
the Securities Administrator, as applicable, so removed, one copy to the
successor trustee or the successor securities administrator, as applicable, and
one copy to the Master Servicer.

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

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

     Section 6.07. Successor Trustee and Successor Securities Administrator.

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

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execute and deliver such other instruments and do such other things as may
reasonably be required to more fully and certainly vest and confirm in the
successor trustee or securities administrator, as applicable all such rights,
powers, duties and obligations.

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

     (c) Upon acceptance of appointment by a successor trustee or successor
securities administrator, as applicable, as provided in this Section, the Master
Servicer shall mail notice of the succession of such trustee or securities
administrator, as applicable 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 predecessor trustee.

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

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

     (a) Notwithstanding any other provisions hereof, at any time, the Trustee,
the Depositor or the Certificateholders evidencing more than 50% of the Class
Principal Amount (or Class Notional Amount) of each Class of Certificates shall
each have the power from time to time to appoint one or more Persons to act
either as co-trustees jointly with the Trustee, or as separate trustees, or as
custodians, for the purpose of holding title to, foreclosing or otherwise taking
action with respect to any Mortgage Loan outside the state where the Trustee has
its principal place of business where such separate trustee or co-trustee is
necessary or advisable (or the Trustee has been advised by the Master Servicer
that such separate trustee or co-trustee is necessary or advisable) under the
laws of any state in which a property securing a Mortgage Loan is located or for
the purpose of otherwise conforming to any legal requirement, restriction or
condition in any state in which a property securing a Mortgage Loan is located
or in any state in which any portion of the Trust Fund is located. The separate
trustees, co-trustees, or custodians so appointed shall be trustees or
custodians for the benefit of all the Certificateholders and shall have such
powers, rights and remedies as shall be specified in the instrument of
appointment; provided, however, that no such appointment shall, or shall be
deemed to, constitute the appointee an agent of the Trustee. The obligation of
the Trustee to make Advances pursuant to Section 5.04 and 6.14 hereof shall not
be affected or assigned by the appointment of a co-trustee.

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

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

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

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

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

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

     (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.

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     (g) The Trust Fund 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.
The Trustee hereby appoints the Securities Administrator to act as the initial
Authenticating Agent, and the Securities Administrator hereby accepts such
appointment. 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 to the extent provided in Section
6.12.

     Section 6.11. Indemnification of Trustee and Securities Administrator.

     The Trustee and the Securities Administrator and their respective
directors, officers, employees and agents shall be entitled to indemnification
from the Trust Fund for any loss, liability or expense incurred in connection
with any legal proceeding or incurred without negligence or willful misconduct
on their part, arising out of, or in connection with, the

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acceptance or administration of the trusts created hereunder or in connection
with the performance of their duties hereunder or under the Certificates, any
Custodial Agreement, any Servicing Agreement or the Cap Agreement, including any
applicable fees and expenses payable pursuant to Section 6.12 and the costs and
expenses of defending themselves against any claim in connection with the
exercise or performance of any of their powers or duties hereunder, provided
that:

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

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

          (iii) notwithstanding anything to the contrary in this Section 6.11,
     the Trust Fund shall not be liable for settlement of any such claim by the
     Trustee or the Securities Administrator, as applicable, entered into
     without the prior consent of the Depositor, which consent shall not be
     unreasonably withheld; and

          (iv) any such loss, liability or expense indemnified by the Trust Fund
     must constitute an "unanticipated expense" within the meaning of Treasury
     Regulations Section 1.860G-1(b)(3)(ii).

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

     Section 6.12. Fees and Expenses of Securities Administrator, Trustee and
Custodian.

     The Securities Administrator shall be entitled to (a) the Securities
Administrator Fee, and is authorized to pay itself the amount of income or gain
earned from investment of funds in the Securities Administrator Account and (b)
reimbursement of all reasonable expenses, disbursements and advancements
incurred or made by the Securities Administrator in accordance with this
Agreement (including fees and expenses of its counsel and all persons not
regularly in its employment), except any such expenses, disbursements and
advancements that either (i) arise from its negligence, bad faith or willful
misconduct or (ii) do not constitute "unanticipated expenses" within the meaning
of Treasury Regulations Section 1.860G-1(b)(3)(ii). The Trustee shall be
compensated as separately agreed with the Securities Administrator. The
Custodian shall be compensated as separately agreed with 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

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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; Securities Administrator To Act;
Appointment of Successor.

     (a) The occurrence of any one or more of the following events shall
constitute an "Event of Default":

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

          (ii) Any failure on the part of the Master Servicer duly to observe or
     perform in any material respect any other of the covenants or agreements on
     the part of 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

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

          (iv) The Master Servicer shall consent to the appointment of a
     conservator or receiver or liquidator in any insolvency, readjustment of
     debt, marshalling of assets and 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

          (v) The Master Servicer shall admit in writing its inability to pay
     its debts generally as they become due, file a petition to take advantage
     of any applicable

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     insolvency or reorganization statute, make an assignment for the benefit of
     its creditors or voluntarily suspend payment of its obligations; or

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

          (vii) If a representation or warranty set forth in Section 9.14 hereof
     shall prove to be incorrect as of the time made in any respect that
     materially and adversely affects the interests of the Certificateholders,
     and the circumstance or condition in respect of which such representation
     or warranty was incorrect shall not have been eliminated or cured within 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

          (viii) 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;

          (ix) The Master Servicer has notice or actual knowledge that any
     Servicer at any time is not either an FNMA- or FHLMC-approved
     Seller/Servicer, and the Master Servicer has not terminated the rights and
     obligations of such Servicer under the applicable Servicing Agreement and
     replaced such Servicer with an FNMA- or FHLMC-approved servicer within 60
     days of the date the Master Servicer receives such notice or actual
     knowledge; or

          (x) Any failure of the Master Servicer to remit to the Securities
     Administrator any payment required to be made to the Securities
     Administrator for the benefit of Certificateholders under the terms of this
     Agreement, including any Advance, on any Deposit Date, which such failure
     continues unremedied after 1:00 p.m. Eastern Standard Time one Business Day
     after the date upon which notice of such failure shall have been given to
     the Master Servicer and the Trustee by the Securities Administrator.

     If an Event of Default described in clauses (i) through (ix) of this
Section 6.14 shall occur, then, in each and every case, subject to applicable
law, so long as any such Event of Default shall not have been remedied within
any period of time prescribed by this Section 6.14, the Trustee, by notice in
writing to the Master Servicer may, and shall, if so directed by
Certificateholders evidencing more than 50% of the Class Principal Amount (or
Class Notional Amount) of each Class of Certificates, terminate all of the
rights and obligations of the Master Servicer hereunder and in and to the
Mortgage Loans and the proceeds thereof. If an Event of Default described in
clause (x) of this Section 6.14 shall occur, then, in each and every case,
subject to applicable law, so long as such Event of Default shall not have been
remedied within

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the time period prescribed by clause (x) of this Section 6.14, the Trustee, by
notice in writing to the Master Servicer, shall promptly terminate all of the
rights and obligations of the Master Servicer hereunder and in and to the
Mortgage Loans and the proceeds thereof. On or after the receipt by the Master
Servicer of such written notice, all authority and power of the Master Servicer,
and only in its capacity as Master Servicer under this Agreement, whether with
respect to the Mortgage Loans or otherwise, shall pass to and be vested in the
Securities Administrator and upon receipt of written notice by the Securities
Administrator from the Trustee pursuant to and under the terms of this
Agreement; and the Securities Administrator is hereby authorized and empowered
to execute and deliver, on behalf of the defaulting Master Servicer as
attorney-in-fact or otherwise, any and all documents and other instruments, and
to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and
endorsement or assignment of the Mortgage Loans and related documents or
otherwise. The defaulting Master Servicer agrees to cooperate with the Trustee
and the Securities Administrator in effecting the termination of the defaulting
Master Servicer's responsibilities and rights hereunder as Master Servicer
including, without limitation, notifying Servicers of the assignment of the
master servicing function and providing the Securities Administrator or its
designee all documents and records in electronic or other form reasonably
requested by it to enable the Securities Administrator or its designee to assume
the defaulting Master Servicer's functions hereunder and the transfer to the
Securities Administrator for administration by it of all amounts which shall at
the time be or should have been deposited by the defaulting Master Servicer in
the Collection Account maintained by such defaulting Master Servicer and any
other account or fund maintained with respect to the Certificates or thereafter
received with respect to the Mortgage Loans. The Master Servicer being
terminated shall bear all costs of a master servicing transfer, including but
not limited to those of the Trustee and Securities Administrator reasonably
allocable to specific employees and overhead, legal fees and expenses,
accounting and financial consulting fees and expenses, and costs of amending the
Agreement, if necessary. The Securities Administrator shall be entitled to be
reimbursed from the Master Servicer (or by the Trust, if the Master Servicer is
unable to fulfill its obligations hereunder) for all costs associated with the
transfer of servicing from the predecessor Master Servicer, including, without
limitation, any costs or expenses associated with the complete transfer of all
servicing data and the completion, correction or manipulation of such servicing
data as may be required by the Securities Administrator to correct any errors or
insufficiencies in the servicing data or otherwise to enable the Securities
Administrator to master service the Mortgage Loans properly and effectively. If
the terminated Master Servicer does not pay such reimbursement within thirty
(30) days of its receipt of an invoice therefor, such reimbursement shall be an
expense of the Trust and the Securities Administrator shall be entitled to
withdraw such reimbursement from amounts on deposit in the Certificate Account
pursuant to Section 4.04; provided that the terminated Master Servicer shall
reimburse the Trust for any such expense incurred by the Trust; and provided,
further, that the Trustee shall decide whether and to what extent it is in the
best interest of the Certificateholders to pursue any remedy against any party
obligated to make such reimbursement.

     Notwithstanding the termination of its activities as Master Servicer, each
terminated Master Servicer shall continue to be entitled to reimbursement to the
extent provided in Section 4.02(i), (ii), (iii), (iv), (v), (vi), (vii), (ix)
and (xi) to the extent such reimbursement relates to the period prior to such
Master Servicer's termination.

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     If any Event of Default shall occur of which a Responsible Officer of the
Trustee has actual knowledge, the Trustee, upon becoming aware of the occurrence
thereof through the proper execution of its duties under this Agreement, shall
promptly notify the Securities Administrator and the Rating Agencies of the
nature and extent of such Event of Default. The Trustee or the Securities
Administrator shall immediately give written notice to the Master Servicer upon
such Master Servicer's failure to remit funds on the Deposit Date.

     (b) On and after the time the Master Servicer receives a notice of
termination from the Trustee pursuant to Section 6.14(a) or the Trustee receives
the resignation of the Master Servicer evidenced by an Opinion of Counsel
pursuant to Section 9.28 and within a period of time not to exceed 90 days after
the Securities Administrator receives written notice from the Trustee pursuant
to Section 6.14(a) or Section 9.28, the Securities Administrator, unless another
master servicer shall have been appointed, shall be the successor in all
respects to the Master Servicer in its capacity as such under this Agreement and
the transactions set forth or provided for herein and shall have all the rights
and powers and be subject to all the responsibilities, duties and liabilities
relating thereto and arising thereafter placed on the Master Servicer hereunder,
including the obligation to make Advances; provided, however, that any failure
to perform such duties or responsibilities caused by the Master Servicer's or
the Trustee's failure to provide information required by this Agreement shall
not be considered a default by the Securities Administrator hereunder. In
addition, the Securities Administrator shall have no responsibility for any act
or omission of the Master Servicer prior to the issuance of any notice of
termination and within a period of time not to exceed 90 days after the
Securities Administrator receives written notice from the Trustee pursuant to
Section 6.14(a) or Section 9.28, as applicable. The Securities Administrator
shall have no liability relating to the representations and warranties of the
Master Servicer set forth in Section 9.14. In the Securities Administrator's
capacity as such successor, the Securities Administrator shall have the same
limitations on liability herein granted to the Master Servicer. As compensation
therefor, the Securities Administrator shall be entitled to receive all
compensation payable to the Master Servicer under this Agreement, including the
Master Servicing Fee. The Securities Administrator 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 Securities
Administrator to correct any errors or insufficiencies in the master servicing
data or otherwise to enable the Securities Administrator to master service the
Mortgage Loans properly and effectively.

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

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forth herein for a successor master servicer, the Trustee or the Securities
Administrator, in its individual capacity shall agree, at the time of such
designation, to be and remain liable to the Trust Fund for such Affiliate's
actions and omissions in performing its duties hereunder. In connection with
such appointment and assumption, the Trustee or the Securities Administrator may
make such arrangements for the compensation of such successor out of payments on
Mortgage Loans as it and such successor shall agree; provided, however, that no
such compensation shall be in excess of that permitted to the Master Servicer
hereunder. The Trustee, the Securities Administrator and such successor shall
take such actions, consistent with this Agreement, as shall be necessary to
effectuate any such succession and may make other arrangements with respect to
the servicing to be conducted hereunder which are not inconsistent herewith. The
Master Servicer shall cooperate with the Trustee, the Securities Administrator
and any successor master servicer in effecting the termination of the Master
Servicer's responsibilities and rights hereunder including, without limitation,
notifying Mortgagors of the assignment of the master servicing functions and
providing the Securities Administrator and successor master servicer, as
applicable, all documents and records in electronic or other form reasonably
requested by it to enable it to assume the Master Servicer's functions hereunder
and the transfer to the Trustee, the Securities Administrator or such successor
master servicer, as applicable, all amounts which shall at the time be or should
have been deposited by the Master Servicer in the Collection Account and any
other account or fund maintained with respect to the Certificates or thereafter
be received with respect to the Mortgage Loans. Neither the Trustee, the
Securities Administrator nor any other successor master servicer shall be deemed
to be in default hereunder by reason of any failure to make, or any delay in
making, any distribution hereunder or any portion thereof caused by (i) the
failure of the Master Servicer to deliver, or any delay in delivering, cash,
documents or records to it, (ii) the failure of the Master Servicer to cooperate
as required by this Agreement, (iii) the failure of the Master Servicer to
deliver the Mortgage Loan data to the Securities Administrator as required by
this Agreement or (iv) restrictions imposed by any regulatory authority having
jurisdiction over the Master Servicer. Neither the Securities Administrator nor
any other successor master servicer shall be deemed to be in default hereunder
by reason of any failure to make, or any delay in making, any distribution
hereunder or any portion thereof caused by (i) the failure of the terminated
Master Servicer to deliver, or any delay in delivering cash, documents or
records to it, or (ii) the failure of the terminated Master Servicer to
cooperate as required by this Agreement.

     Section 6.15. Additional Remedies of Trustee Upon Event of Default.

     During the continuance of any Event of Default, so long as such Event of
Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 6.14, shall have the right, in its own name and as trustee
of an express trust, to take all actions now or hereafter existing at law, in
equity or by statute to enforce its rights and remedies and to protect the
interests, and enforce the rights and remedies, of the Certificateholders
(including the institution and prosecution of all judicial, administrative and
other proceedings and the filings of proofs of claim and debt in connection
therewith). Except as otherwise 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.

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     Section 6.16. Waiver of Defaults.

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

     Section 6.17. Notification to Holders.

     Upon termination of the Master Servicer or appointment of a successor to
the Master Servicer, in each case as provided herein, the Trustee shall promptly
mail notice thereof by first class mail to the Securities Administrator 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 a Responsible Officer of the Trustee, give written
notice thereof to the Securities Administrator and the Certificateholders,
unless such Event of Default shall have been cured or waived prior to the
issuance of such notice and within such 45-day period.

     Section 6.18. Directions by Certificateholders and Duties of Trustee During
Event of Default.

     Subject to the provisions of Section 8.01 hereof, during the continuance of
any Event of Default, Holders of Certificates evidencing not less than 25% of
the Class Principal Amount (or 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.

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     Section 6.19. Action Upon Certain Failures of the Master Servicer and Upon
Event of Default.

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

     Section 6.20. Preparation of Tax Returns and Other Reports.

     (a) The Depositor shall prepare or cause to be prepared the initial current
report on Form 8-K. Thereafter, within 15 days after each Distribution Date, the
Securities Administrator shall, in accordance with industry standards, file with
the Securities and Exchange Commission (the "Commission") via the Electronic
Data Gathering and Retrieval System (EDGAR), a Form 8-K with a copy of the
statement to the Certificateholders for such Distribution Date as an exhibit
thereto. Prior to January 31, 2005, the Securities Administrator shall, in
accordance with industry standards, file a Form 15 Suspension Notification with
respect to the Trust Fund, if applicable. Prior to March 31, 2005, the
Securities Administrator shall file (but will not execute) a Form 10-K, in
substance conforming to industry standards, with respect to the Trust Fund. The
Form 10-K shall include the certification required pursuant to Rule 13a-14 under
the Securities and Exchange Act of 1934, as amended (the "Form 10-K
Certification") signed by an appropriate party or parties (which Form 10-K
Certification the Securities Administrator shall not be required to sign). The
Depositor hereby grants to the Securities Administrator a limited power of
attorney to execute and file each such document on behalf of the Depositor. Such
power of attorney shall continue until either the earlier of (i) receipt by the
Securities Administrator from the Depositor of written termination of such power
of attorney and (ii) the termination of the Trust Fund. The Depositor agrees to
promptly furnish to the Securities Administrator, from time to time upon
request, such further information, reports, and financial statements within its
control related to this Agreement and the Mortgage Loans as the Securities
Administrator reasonably deems appropriate to prepare and file all necessary
reports with the Commission. The Securities Administrator shall have no
responsibility to file any items other than those specified in this section and
the Trustee shall have no responsibility whatsoever under this Section 6.20(a).

     (b) If so requested, the Securities Administrator shall sign a
certification (in the form attached hereto as Exhibit M) for the benefit of the
Person(s) signing the Form 10-K Certification regarding certain aspects of such
Form 10-K Certification (provided, however, that the Securities Administrator
shall not be required to undertake an analysis of the accountant's report
attached as an exhibit to the Form 10-K), which certification shall be delivered
to such Person(s) not later than five Business Days prior to the date on which
the Form 10-K is required to be filed with the Commission.

     (c) If so requested, the Master Servicer shall sign a certification for the
benefit of the Person(s) signing the Form 10-K Certification regarding certain
aspects of such Form 10-K

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Certification (provided, however, that the Master Servicer shall not be required
to undertake an analysis of the accountant's report attached as an exhibit to
the Form 10-K).

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

                                  ARTICLE VII

                            PURCHASE AND TERMINATION
                                OF THE TRUST FUND

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

     (a) The respective obligations and responsibilities of the Trustee, the
Securities Administrator and the Master Servicer created hereby (other than the
obligation of the Trustee to make payments to Certificateholders as set forth in
Section 7.02, the obligation of the Master Servicer to make a final remittance
to the Securities Administrator for deposit into the Certificate Account
pursuant to Section 4.01 and the obligations of the Master Servicer to the
Securities Administrator and the Trustee pursuant to Sections 9.10 and 9.14),
shall terminate on the earlier of (i) the final payment or other liquidation of
the last Mortgage Loan remaining in the Trust Fund and the disposition of all
REO Property and (ii) the sale of all remaining 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 in the Trust Fund is
less than 10% of the Principal Balance of the Mortgage Loans in the Trust Fund
(determined in the aggregate rather than by pool) as of the Cut-off Date, the
Master Servicer, with the consent of the Seller (which consent will not be
unreasonably withheld), may, upon written direction to the Trustee, cause the
Trustee to sell (or arrange for the sale of) the assets of the Trust Fund. Upon
the repurchase of the Mortgage Loans in the Trust Fund, the Master Servicer
shall, upon written direction to the Trustee, cause each REMIC included in the
Trust Fund to adopt a plan of complete liquidation pursuant to Section 7.03
hereof to sell all of its property. The property of the Trust Fund shall be sold
at a price (the "Repurchase 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 such Distribution Date, (ii)
the fair market value of any REO Property and any other property held by the
Trust Fund, such fair market value to be determined by an

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appraiser or appraisers appointed by the Master Servicer with the consent of the
Trustee and (iii) any unreimbursed Servicing Advances with respect to each
Mortgage Loan in the Trust Fund. The Master Servicer, each Servicer (or the
Trustee, if applicable) shall be reimbursed from the Repurchase Price for any
Mortgage Loan or related REO Property for any Advances or Servicing Advances
made with respect to the Mortgage Loans that are reimbursable to the Master
Servicer under this Agreement or the related Servicing Agreement (or to the
Trustee hereunder), together with any accrued and unpaid compensation and any
other amounts due to the Master Servicer and the Trustee hereunder or the
Servicers thereunder. The Trustee shall distribute the assets of the Trust Fund
on the Distribution Date on which the repurchase occurred. Upon the repurchase
of the Mortgage Loans, the Trust Fund shall terminate in accordance with the
terms of this Agreement.

     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 Securities Administrator, the Master
Servicer, the Depositor and the Certificate Registrar at the time such notice is
given to Holders of the Certificates. Upon any such termination, the duties of
the Certificate Registrar with respect to the Certificates shall terminate and
the Trustee shall terminate, or request the Master Servicer to terminate, the
Collection Account it maintains, the Certificate Account and any other account
or fund maintained with respect to the Certificates, subject to the Trustee's
obligation hereunder to hold all amounts payable to Certificateholders in trust
without interest pending such payment.

     (b) In the event that all of the Holders do not surrender their
Certificates for cancellation within three months after the time specified in
the above-mentioned written notice, the Trustee shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
one year after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee may take appropriate steps to contact
the remaining Certificateholders concerning surrender of such Certificates, and
the cost thereof shall be paid out of the amounts distributable to such Holders.
If within two years after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall, subject to applicable state law
relating to escheatment, hold all amounts distributable to such Holders for the
benefit of such Holders. No interest shall accrue on any amount held by the
Trustee and not distributed to a Certificateholder due to such
Certificateholder's failure to surrender its Certificate(s) for payment of the
final distribution thereon in accordance with this Section.

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     (c) Any reasonable expenses incurred by the Trustee and the Securities
Administrator in connection with any termination or liquidation of the Trust
Fund shall be paid from proceeds received from the liquidation of the Trust
Fund, but only to the extent that such expenses constitute "unanticipated
expenses" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii).

     Section 7.03. Additional Requirements under the REMIC Provisions.

     (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:

          (i) 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, REMIC 1, REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC; and

          (ii) The Trustee shall attach a statement to the final Federal income
     tax return for each of REMIC 1, REMIC 2, REMIC 3, REMIC 4 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 and the Securities Administrator 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

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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
Securities Administrator, the

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Master Servicer, the Certificate Registrar and the Trustee that neither the
Depositor, the Securities Administrator, the Master Servicer, the Certificate
Registrar nor the Trustee shall be held accountable by reason of the disclosure
of any such information as to the names 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, the Securities
Administrator and, where expressly required herein, to the Master Servicer. Such
instrument or instruments (as the action embodies therein and evidenced thereby)
are herein sometimes referred to as an "Act" of the Holders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agents shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee, the Securities Administrator
and Master Servicer, if made in the manner provided in this Section. Each of the
Trustee, the Securities Administrator and Master Servicer shall promptly notify
the others of receipt of any such instrument by it, and shall promptly forward a
copy of such instrument to the others.

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

     (c) The ownership of Certificates (whether or not such Certificates shall
be overdue and notwithstanding any notation of ownership or other writing
thereon made by anyone other than the Trustee) shall be proved by the
Certificate Register, and neither the Trustee, the Securities Administrator, the
Master Servicer and the Depositor shall not 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, the
Securities Administrator or the Master Servicer in reliance thereon, whether or
not notation of such action is made upon such Certificate.

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                                   ARTICLE IX

                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
                             BY THE MASTER SERVICER

     Section 9.01. Duties of the Master Servicer.

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

     Section 9.02. Master Servicer Fidelity Bond and Master Servicer Errors and
Omissions Insurance Policy.

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

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

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     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 the last day of February of each
year commencing on February 28, 2005. Such financial statements shall include a
balance sheet, income statement, statement of retained earnings, statement of
additional paid-in capital, statement of changes in financial position and all
related notes and schedules and shall be in comparative form, certified by a
nationally recognized firm of Independent Accountants to the effect that such
statements were examined and prepared in accordance with generally accepted
accounting principles applied on a basis consistent with that of the preceding
year.

     Section 9.04. Power to Act; Procedures.

     (a) The Master Servicer shall master service the Mortgage Loans and shall
have full power and authority, subject to the REMIC Provisions and the
provisions of Article X hereof, and each Servicer shall have full power and
authority (to the extent provided in the applicable Servicing Agreement) to do
any and all things that it may deem necessary or desirable in connection with
the servicing and administration of the Mortgage Loans, including but not
limited to the power and authority (i) to execute and deliver, on behalf of the
Certificateholders and the Trustee, customary consents or waivers and other
instruments and documents, (ii) to consent to transfers of any Mortgaged
Property and assumptions of the Mortgage Notes and related Mortgages, (iii) to
collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate
foreclosure or other conversion of the ownership of the Mortgaged Property
securing any Mortgage Loan, in each case, in accordance with the provisions of
this Agreement and the applicable Servicing Agreement, as applicable; provided
that the Master Servicer shall not take, or knowingly permit any Servicer to
take, any action that is inconsistent with or prejudices the interests of the
Trust Fund or the Certificateholders in any Mortgage Loan or the rights and
interests of the Depositor, the Trustee 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 any REMIC included in 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 a 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

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and all instruments of satisfaction or cancellation, or of partial or full
release or discharge and all other comparable instruments, with respect to the
Mortgage Loans and with respect to the Mortgaged Properties. The Trustee shall
furnish the Master Servicer or a Servicer, upon request, with any powers of
attorney prepared by the Master Servicer or such Servicer empowering the Master
Servicer or such Servicer to execute and deliver instruments of satisfaction or
cancellation, or of partial or full release or discharge, and to foreclose upon
or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend in
any court action relating to the Mortgage Loans or the Mortgaged Property, in
accordance with the applicable Servicing Agreement and this Agreement, and the
Trustee shall execute and deliver such other documents, as the Master Servicer
may request, necessary or appropriate to enable the Master Servicer to master
service the Mortgage Loans and carry out its duties hereunder and to allow each
Servicer to service the Mortgage Loans, in each case in accordance with Accepted
Servicing Practices (and the Trustee shall have no liability for misuse of any
such powers of attorney by the Master Servicer or the applicable 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 exercise the same care that it customarily
employs and exercises in master servicing and administering loans for its own
account, giving due consideration to Accepted Servicing Practices where such
practices do not conflict with this Agreement. Consistent with the foregoing,
the Master Servicer may, and may permit any Servicer to, in its discretion (i)
waive any late payment charge 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 make or knowingly permit any
modification, waiver or amendment of any material term of any Mortgage Loan
unless: (1) such Mortgage Loan is in default or default by the related Mortgagor
is, in the reasonable judgment of the Master Servicer or the applicable
Servicer, reasonably foreseeable, (2) in the case of a waiver of a Prepayment
Premium if (a) such Mortgage Loan is in default or default by the related
Mortgagor is reasonably foreseeable, and such waiver would maximize recovery of
total proceeds taking into account the value of such Prepayment Premium and the
related Mortgage Loan or (b) if the prepayment is not the result of a refinance
by the Servicer or any of its affiliates and (i) such Mortgage Loan is in
default or default by the related Mortgagor is, in the reasonable judgment of
the Master Servicer or the applicable Servicer, reasonably foreseeable, and such
waiver would maximize recovery of total proceeds taking into account the value
of such Prepayment Premium and the related Mortgage

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Loan or (ii) the collection of the Prepayment Premium would be in violation of
applicable laws or (iii) the collection of such Prepayment Premium would be
considered "predatory" pursuant to written guidance published or issued by any
applicable federal, state or local regulatory authority acting in its official
capacity and having jurisdiction over such matters, and (3) the Master Service
shall have provided or caused to be provided to the Trustee an Opinion of
Counsel (which opinion shall, if provided by the Master Servicer, be an expense
reimbursed from the Collection Account pursuant to Section 4.02(v)) in writing
to the effect that such modification, waiver or amendment would not cause an
Adverse REMIC Event; provided, in no event shall an Opinion of Counsel be
required for the waiver of a Prepayment Premium under clause (2) above.

     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 (to the extent permitted by the applicable Servicing Agreement) and
shall not be an obligation of the Trust, the Trustee or the Master Servicer.

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

     (c) 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, 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, (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

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insufficient to reimburse the Master Servicer for the costs of such enforcement
or (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 expenses within the meaning of Treasury
Regulations Section 1.860G-1(b)(3)(ii) shall be recoverable by the Master
Servicer pursuant to Section 4.02(v).

     Section 9.07. Termination of Servicing Agreements; Successor Servicers.

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

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

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     Section 9.08. Master Servicer Liable for Enforcement.

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

     Section 9.09. No Contractual Relationship Between Servicers and Trustee or
Depositor.

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

     Section 9.10. Assumption of Servicing Agreement by Securities
Administrator.

     (a) In the event the Master Servicer shall for any reason no longer be the
Master Servicer (including by reason of any Event of Default under this
Agreement), after a period not to exceed ninety days after the Securities
Administrator receives written notice from the Trustee pursuant to Section 6.14
or Section 9.28, as applicable, the Securities Administrator shall thereupon
assume all of the rights and obligations of such Master Servicer hereunder and
enforce the rights under each Servicing Agreement entered into with respect to
the Mortgage Loans. The Securities Administrator, its designee or any successor
master servicer appointed by the Securities Administrator or the Trustee shall
be deemed to have assumed all of the Master Servicer's interest herein and
therein to the same extent as if such Servicing Agreement had been assigned to
the assuming party, except that the Master Servicer shall not thereby be
relieved of any liability or obligations of the Master Servicer under such
Servicing Agreement accruing prior to its replacement as Master Servicer, and
shall be liable to the Securities Administrator, and hereby agrees to indemnify
and hold harmless the Securities Administrator from and against all costs,
damages, expenses and liabilities (including reasonable attorneys' fees)
incurred by the Securities Administrator as a result of such liability or
obligations of the Master Servicer and in connection with the Securities
Administrator's assumption (but not its performance, except to the extent that
costs or liability of the Securities Administrator are created or increased as a
result of negligent or wrongful acts or omissions of the Master Servicer prior
to its replacement as Master Servicer) of the Master Servicer's obligations,
duties or responsibilities thereunder; provided that the Master Servicer shall
not indemnify or hold harmless the Securities Administrator against negligent or
willful misconduct of the Securities Administrator.

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

     Section 9.11. "Due-on-Sale" Clauses; Assumption Agreements.

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

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

     Section 9.12. Release of Mortgage Files.

     (a) Upon (i) becoming aware of the payment in full of any Mortgage Loan,
(ii) the receipt by the Master Servicer of a notification that payment in full
has been or will be escrowed in a manner customary for such purposes, or (iii)
in the case of a Mortgage Loan as to which the related Mortgaged Property is
located in California, receipt by the Master Servicer of notification from the
Servicer that the Servicer reasonably expects that payment in full will be
received promptly, the Master Servicer will, or will cause the applicable
Servicer to, promptly notify the Trustee (or the applicable Custodian) by a
certification (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment that are
required to be deposited in the Collection Account maintained by the Master
Servicer pursuant to Section 4.01 have been or will be so deposited) of a
Servicing Officer and shall request the Trustee or the applicable Custodian, to
deliver to the applicable Servicer the related Mortgage File. In lieu of sending
a hard copy certification of a Servicing Officer, the Master Servicer may, or
may cause the Servicer to, deliver the request for release in a mutually
agreeable electronic format. To the extent that such a request, on its face,
originates from a Servicing Officer, no signature shall be required. Upon
receipt of such certification and request, the Trustee or the applicable
Custodian, shall promptly release the related Mortgage File to the applicable
Servicer and neither the Trustee nor the Custodian shall have any further
responsibility with regard to such Mortgage File. The Master Servicer is
authorized, and each

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Servicer, to the extent such authority is delegated to such Servicer by the
Master Servicer under the applicable Servicing Agreement, is authorized, to
give, as agent for the Trustee, as the mortgagee under the Mortgage that secured
the Mortgage Loan, an instrument of satisfaction (or assignment of mortgage
without recourse) regarding the Mortgaged Property subject to the Mortgage,
which instrument of satisfaction or assignment, as the case may be, shall be
delivered to the Person or Persons entitled thereto against receipt therefor of
such payment, it being understood and agreed that no expenses incurred in
connection with such instrument of satisfaction or assignment, as the case may
be, shall be chargeable to the Collection Account.

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

     Section 9.13. Documents, Records and Funds in Possession of Master Servicer
                   To Be Held for Trustee.

     (a) The Master Servicer shall transmit, or cause the applicable Servicer to
transmit, to the Trustee such documents and instruments coming into the
possession of the Master Servicer or such Servicer from time to time as are
required by the terms hereof to be delivered to the Trustee including notifying
the Trustee and the Securities Administrator in the event that any Mortgagor of
any Employee Mortgage Loan ceases to be an employee of Lehman Brothers Inc. or
its Affiliates. 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

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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 Securities Administrator in accordance with this Agreement.

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

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

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setoff against any Mortgage Loan or any funds collected on, or in connection
with, a Mortgage Loan.

     Section 9.14. Representations and Warranties of the Master Servicer.

     (a) The Master Servicer hereby represents and warrants to the Depositor,
the Securities Administrator and the Trustee, for the benefit of the
Certificateholders, as of the Closing Date that:

          (i) 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;

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

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

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

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

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

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

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

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

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

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

     Any cause of action against the Master Servicer relating to or arising out
of the breach of any representations and warranties made in this Section shall
accrue upon discovery of such breach by any of the Depositor, the Master
Servicer, the Securities Administrator or the Trustee 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)(i) through (vi) 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

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upon, or resulting from, a breach of the Depositor's representations and
warranties contained in Sections 2.03(a)(i) through (vi). 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)(i) through (vi).

     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)(i) through
(vi) 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

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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 release 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 a 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

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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 (i) be entitled, at its election, either (a) to
pay itself the Master Servicing Fee, in respect of the Mortgage Loans out of any
Mortgagor payment on account of interest prior to the deposit of such payment in
the Collection Account it maintains or (b) to withdraw from the Collection
Account the Master Servicing Fee to the extent permitted by Section 4.02(iv).
The Master Servicer shall also be entitled, at its election, either (a) to pay
itself the Master Servicing Fee in respect of each delinquent Mortgage Loan
master serviced by it out of Liquidation Proceeds in respect of such Mortgage
Loan or other recoveries with respect thereto to the extent permitted in Section
4.02 or (b) to withdraw from the Collection Account it maintains the Master
Servicing Fee in respect of each Liquidated Mortgage Loan to the extent of such
Liquidation Proceeds or other recoveries, to the extent permitted by Section
4.02. Servicing compensation in the form of assumption fees, if any, late
payment charges, as collected, if any, or otherwise 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

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Master Servicing Fee from the Collection Account as provided herein, the Master
Servicer shall be entitled to direct the Trustee to pay the Master Servicing Fee
to such Master Servicer by withdrawal from the Certificate Account to the extent
that payments have been received with respect to the applicable Mortgage Loan.
The Master Servicer shall be required to pay all expenses incurred by it in
connection with its activities hereunder and shall not be entitled to
reimbursement therefor except as provided in this Agreement. Pursuant to Section
4.01(e), all income and gain realized from any investment of funds in the
Collection Account shall be for the benefit of the Master Servicer as 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 (without limitation of any
other right of reimbursement that the Master Servicer or any Servicer shall have
hereunder) any such unreimbursed Advances as well as any unpaid 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 written notice to the Securities Administrator 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. [Reserved].

     Section 9.24. Reports to the Trustee and the Securities Administrator.

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     (a) Not later than 30 days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Securities Administrator 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
Securities Administrator 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 Securities Administrator with such statement or (ii) the
Securities Administrator 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.

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

     Section 9.25. Annual Officer's Certificate as to Compliance.

     (a) The Master Servicer shall deliver to the Trustee, the Securities
Administrator and the Rating Agencies five Business Days after March 15 of each
year commencing in March 2005, an Officer's Certificate, certifying that with
respect to the period ending on the immediately preceding December 31; (i) such
Servicing Officer has reviewed the activities of such Master Servicer during the
preceding calendar year or portion thereof and its performance under this
Agreement; (ii) to the best of such Servicing Officer's knowledge, based on such
review, such Master Servicer has performed and fulfilled its duties,
responsibilities and obligations under this Agreement in all material respects
throughout such year, or, if there has been a default in the fulfillment of any
such duties, responsibilities or obligations, specifying 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

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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 Rating Agencies and the
Depositor on or before the last day of February of each year commencing on
February 28, 2005, 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.

     To the extent that the Master Servicer receives an Annual Independent
Accountants' Servicing Report from any Servicer, the Master Servicer shall
forward a copy of such report to the Securities Administrator and the Trustee.
If the report is not received from the Servicer, the Trustee may request that
the Master Servicer contact the applicable Servicer to obtain such report. The
Master Servicer will not be liable for the failure of a Servicer to provide such
report.

     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

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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 or the Securities Administrator determines that the
Master Servicer's duties hereunder are no longer permissible under applicable
law or are in material conflict by reason of applicable law with any other
activities carried on by it and cannot be cured. Any such determination
permitting the resignation of the Master Servicer shall be evidenced by an
Opinion of Counsel that shall be Independent to such effect delivered to the
Trustee and the Securities Administrator. In the event such determination of
ineligibility of the Master Servicer to continue in the capacity of master
servicer is made by the Master Servicer or the Trustee, no such resignation
shall become effective until a period of time not to exceed ninety days after
the Securities Administrator receives written notice thereof from the Trustee
and until the Securities Administrator shall have assumed, or a successor master
servicer shall have been appointed by the Trustee or the Securities
Administrator, as applicable, and until such successor shall have assumed, the
Master Servicer's responsibilities and obligations under this Agreement. Notice
of such resignation shall be given promptly by the Master Servicer to the
Depositor.

     Section 9.29. Assignment or Delegation of Duties by the Master Servicer.

     Except as expressly provided herein, the Master Servicer shall not assign
or transfer any of its rights, benefits or privileges hereunder to any other
Person, or delegate to or subcontract with, or authorize or appoint any other
Person to perform any of the duties, covenants or obligations to be performed by
the Master Servicer hereunder; provided, however, that the Master Servicer shall
have the right without the prior written consent of the Trustee, the Securities
Administrator, the Depositor or the Rating Agencies to delegate or assign to or
subcontract with or authorize or appoint an Affiliate of the Master Servicer to
perform and carry out any duties, covenants or obligations to be performed and
carried out by the Master Servicer hereunder. In no case, however, shall any
such delegation, subcontracting or assignment to an Affiliate of the Master
Servicer relieve the Master Servicer of any liability hereunder. Notice of such
permitted assignment shall be given promptly by the Master Servicer to the
Depositor, the Securities Administrator 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.

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

     (b) No provision of this Agreement shall be construed to relieve the Master
Servicer from liability for its own negligent action, its own negligent failure
to act or its own willful

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misconduct; provided, however, that the duties and obligations of the Master
Servicer shall be determined solely by the express provisions of this Agreement,
the Master Servicer shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this Agreement; no
implied covenants or obligations shall be read into this Agreement against the
Master Servicer and, in absence of bad faith on the part of the Master Servicer,
the Master Servicer may conclusively rely, as to the truth of the statements and
the correctness of the opinions expressed therein, upon any certificates or
opinions furnished to the Master Servicer and conforming to the requirements of
this Agreement.

     (c) Neither the Master Servicer nor any of the directors, officers,
employees or agents of the Master Servicer shall be under any liability to the
Trustee or the Certificateholders for any action taken or for refraining from
the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the Master
Servicer or any such person against any liability that would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence in its
performance of its duties or by reason of reckless disregard for its obligations
and duties under this Agreement. The Master Servicer and any director, officer,
employee or agent of the Master Servicer shall be entitled to indemnification by
the Trust Fund and will be held harmless against any loss, liability or expense
incurred in connection with any legal action relating to this Agreement or the
Certificates other than any loss, liability or expense incurred by reason of
willful misfeasance, bad faith or negligence in the performance of his or its
duties hereunder or by reason of reckless disregard of his or its obligations
and duties hereunder. The Master Servicer and any director, officer, employee or
agent of the Master Servicer may rely in good faith on any document of any kind
prima facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Master Servicer shall be under no obligation to appear
in, prosecute or defend any legal action that is not incidental to its duties to
master service the Mortgage Loans in accordance with this Agreement and that in
its opinion may involve it in any expenses or liability; provided, however, that
the Master Servicer may in its sole discretion undertake any such action that it
may deem necessary or desirable in respect to this Agreement and the rights and
duties of the parties hereto and the interests of the Certificateholders
hereunder. In such event, the legal expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the
Trust Fund and the Master Servicer shall be entitled to be reimbursed therefor
out of the Collection Account it maintains as provided by Section 4.02.
Notwithstanding anything herein to the contrary, neither the Master Servicer nor
the Trustee shall have any liability for the servicing of the Additional
Collateral, including, without limitation, the perfection, continuation, partial
release, release, termination, realization upon, substitution, foreclosure,
sale, or any other matter with respect to the Additional Collateral, or the
enforcement of the Additional Collateral Servicing Agreement.

     Section 9.31. Indemnification; Third-Party Claims.

     The Master Servicer agrees to indemnify the Depositor, the Securities
Administrator and the Trustee, and hold them harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments, and any other costs, liability, fees and expenses that the Depositor,
the Securities Administrator and the Trustee may sustain as a result of the
failure of the Master Servicer to perform its duties and master service the
Mortgage Loans in compliance with the terms of this Agreement. The Depositor,
the Securities Administrator

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and the Trustee shall immediately notify the Master Servicer if a claim is made
by a third party with respect to this Agreement or the Mortgage Loans entitling
the Depositor, the Securities Administrator or the Trustee to indemnification
hereunder, whereupon the Master Servicer shall assume the defense of any such
claim and pay all expenses in connection therewith, including counsel fees, and
promptly pay, discharge and satisfy any judgment or decree which may be entered
against it or them in respect of such claim.

                                   ARTICLE X

                              REMIC ADMINISTRATION

     Section 10.01. REMIC and Grantor Trust Administration.

     (a) As set forth in the Preliminary Statement hereto, REMIC status shall be
elected in accordance with the REMIC Provisions with respect to each of REMIC 1,
REMIC 2, REMIC 3, REMIC 4 and the Upper Tier REMIC. The Trustee shall make such
elections on Forms 1066 (which forms shall be prepared by the Securities
Administrator) 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 REMIC 1
Regular Interests is hereby designated as a regular interest in REMIC 1. Each of
the REMIC 2 Regular Interests is hereby designated as a regular interest in
REMIC 2. Each of the REMIC 3 Regular Interests is hereby designated as a regular
interest in REMIC 3. Each REMIC 4 Regular Interest is hereby designated as a
regular interest in REMIC 4. Each REMIC 5 Regular Interest is hereby designated
as a regular interest in the Upper Tier REMIC. The Class LT1-R Interest is
hereby designated as the sole residual interest in REMIC 1. The Class LT2-R
Interest is hereby designated as the sole residual interest in REMIC 2. The
Class LT3-R Interest is hereby designated as the sole residual interest in REMIC
3. The Class LT4-R Interest is hereby designated as the sole residual interest
in REMIC 4. The REMIC 5 Residual Interest is hereby designated as the sole
residual interest in the Upper Tier REMIC. The Class R Certificate evidences
ownership of the Class LT1-R Interest , the Class LT2-R Interest, the Class
LT3-R Interest, the Class LT4-R Interest and the REMIC 5 Residual Interest. It
is the intention of the parties hereto that the segregated pool of assets
consisting of any collections of Prepayment Penalty Amounts with respect to Pool
1 and Pool 2 constitute a grantor trust for federal income tax purposes. The
Trustee, by its execution and delivery hereof, acknowledges the assignment to it
of the Grantor Trust I Assets and declares that it holds and will hold such
assets in trust for the exclusive use and benefit of all present and future
Holders of the Class P-I Certificates. It is the intention of the parties hereto
that the segregated pool of assets consisting of any collections of Prepayment
Penalty Amounts with respect to Pool 3, Pool 5 and Pool 6 constitute a grantor
trust for federal income tax purposes. The Trustee, by its execution and
delivery hereof, acknowledges the assignment to it of the Grantor Trust II
Assets and declares that it holds and will hold such assets in trust for the
exclusive use and benefit of all present and future Holders of the Class P-II
Certificates. It is the intention of the parties hereto that the segregated pool
of assets consisting of any collections of Prepayment Penalty Amounts with
respect to Pool 4 constitute a grantor trust for federal income tax purposes.
The Trustee, by its execution and delivery hereof, acknowledges the assignment
to it of the Grantor Trust III Assets and declares that it holds and will hold
such assets in trust for the exclusive use and benefit of all present and future
Holders of the Class P-III Certificates. The rights of Holders of the Class P-I,
Class P-II

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and Class P-III Certificates to receive distributions from the proceeds of the
Grantor Trust I Assets, Grantor Trust II Assets and Grantor Trust III Assets,
respectively, and all ownership interests of such Holders in and to such
distributions, shall be as set forth in this Agreement.

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

     (c) The Securities Administrator shall pay any and all tax related expenses
(not including taxes) of each REMIC and the Grantor Trusts, including but not
limited to any professional fees or expenses related to audits or any
administrative or judicial proceedings with respect to such REMIC or such
Grantor Trust that involve the Internal Revenue Service or state tax
authorities, but only to the extent that (i) such expenses are ordinary or
routine expenses, including expenses of a routine audit but not expenses of
litigation (except as described in (ii)); or (ii) such expenses or liabilities
(including taxes and penalties) are attributable to the negligence or willful
misconduct of the Securities Administrator in fulfilling its duties hereunder
(including its duties as tax return preparer). The Securities Administrator
shall be entitled to reimbursement from the Certificate Account of the expenses
to the extent (x) provided in clause (i) above and (y) in the case of expenses
relating to a REMIC provided for hereunder such expenses are "unanticipated
expenses" within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii).

     (d) The Securities Administrator shall prepare and file, and the Trustee
shall sign, all of each REMIC's federal and state tax and information returns as
such REMIC's direct representative. The Securities Administrator shall prepare
and file, and the Trustee shall sign, all of the tax returns in respect of the
Grantor Trusts. The Securities Administrator shall comply with such requirement
by filing Form 1041. The expenses of preparing and filing such returns shall be
borne by the Securities Administrator. If any Disqualified Organization acquires
any Ownership Interest in a Residual Certificate, then the Securities
Administrator will upon request provide to the Internal Revenue Service, and to
the persons specified in Sections 860E(e)(3) and (6) of the Code, such
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 and the Securities Administrator will be
reimbursed by the Trust for all expenses incurred therewith solely from amounts
received for the provision of such information from persons specified in
Sections 860E(e)(3) and (6) of the Code.

     (e) The Securities Administrator or its designee shall perform on behalf of
each REMIC and the Grantor Trusts all reporting and other tax compliance duties
that are the responsibility of such REMIC or the Grantor Trusts under the Code,
the REMIC Provisions, or other compliance guidance issued by the Internal
Revenue Service or any state or local taxing authority. Among its other duties,
if required by the Code, the REMIC Provisions, or other such guidance, the
Securities Administrator shall provide (i) to the Treasury or other governmental
authority such information as is necessary for the application of any tax
relating to the transfer of a Residual Certificate to any disqualified person or
organization and (ii) to the Certificateholders such information or reports as
are required by the Code or REMIC Provisions.

     (f) The Trustee, the Securities Administrator, the Master Servicer and the
Holders of Certificates shall take any action or cause any REMIC hereunder to
take any action necessary to

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

     (g) The Securities Administrator shall prepare or cause to be prepared on
behalf of the Trust Fund, based upon information calculated in accordance with
this Agreement pursuant to instructions given by the Depositor, the Trustee
shall sign and the Securities Administrator 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 Securities Administrator's possession). The Securities Administrator
shall forward copies to the Depositor of all such returns and Form 1099
supplemental tax information and such other information within the control of
the Securities Administrator as the Depositor may reasonably request in writing,
and shall forward to the Trustee for distribution to each Certificateholder such
forms and furnish such information within the control of the Securities
Administrator as are required by the Code and the REMIC Provisions to be
furnished to them, and will prepare and furnish to the Trustee for distribution
to Certificateholders Form 1099 (supplemental tax information) (or otherwise
furnish information within the control of the Securities Administrator) to the
extent required by applicable law. The Master Servicer will indemnify the
Securities Administrator and the Trustee for any liability of or assessment
against the Securities Administrator or the Trustee, as applicable, resulting
from any error in any of such tax or information returns directly resulting from
errors in the information provided by such Master Servicer.

     (h) The Securities Administrator shall prepare and file with the Internal
Revenue Service ("IRS"), on behalf of each of REMIC 1, REMIC 2, REMIC 3, REMIC 4
and the Upper Tier REMIC, an application on IRS Form SS-4. The Securities
Administrator, upon receipt from the IRS of the Notice of Taxpayer
Identification Number Assigned for each REMIC, shall promptly forward copies of
such notices to the Trustee, the Master Servicer and the Depositor. The
Securities Administrator will file an IRS Form 8811 for the REMICs created
hereunder.

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     (i) 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 Securities Administrator 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.

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

     (k) No additional contributions of assets shall be made to any REMIC,
except as expressly provided in this Agreement with respect to Qualified
Substitute Mortgage Loans.

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

     (m) Upon the request of any Rating Agency, the Securities Administrator
shall deliver to such Rating Agency an Officer's Certificate stating the
Securities Administrator's compliance with the provisions of this Section 10.01.

     (n) It is intended that the rights of the Class 4-A1, Class 4-A2, Class
4-A3, Class 4-A4, Class 4-A5, Class B1-II, Class B2-II, Class B3, Class B4,
Class B5 and Class B6 Certificates to receive payments in respect of Basis Risk
Shortfalls related to Pool 4 shall be treated as rights in respect of interest
rate cap contracts written by the Class 4-AX and Class 4-PAX Certificateholders
in favor of the holders of the Class 4-A1, Class 4-A2, Class 4-A3, Class 4-A4,
Class 4-A5, Class B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6
Certificates and shall be accounted for as property separate and apart from the
REMIC 5 Regular Interests represented by the Class 4-A1, Class 4-A2, Class 4-A3,
Class 4-A4, Class 4-A5, Class B1-II, Class B2-II, Class B3, Class B4, Class B5
and Class B6 Certificates. This provision is intended to comply with the
requirements of Treasury Regulations Section 1.860G-2(i) for the treatment of
property rights coupled with regular interests to be separately respected and
shall be interpreted consistently with such regulation. The Holders of the Class
4-A1, Class 4-A2, Class 4-A3, Class 4-A4, Class 4-A5, Class B1-II, Class B2-II,
Class B3, Class B4, Class B5 and Class B6 Certificates agree, by their
acceptance of such Certificates, that they will take tax reporting positions
that allocate no more than a nominal value to the right to receive payments in
respect of Basis Risk Shortfalls related to Pool 4. The Holders of the Class
4-AX and Class 4-PAX Certificates agree, by their acceptance of such
Certificates, to take tax reporting positions consistent with allocations by the
Holders of the Class 4-A1, Class 4-A2, Class 4-A3, Class 4-A4, Class 4-A5, Class
B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates of no
more than a nominal value to the right to receive payments in respect of Basis
Risk Shortfalls related to Pool 4. For information reporting purposes, it will
be assumed that such rights have no value. Each payment made to the Class 4-A1,
Class 4-A2, Class 4-A3, Class 4-A4, Class 4-A5, Class B1-II, Class B2-II, Class
B3, Class B4, Class B5 and Class B6 Certificates in respect of Basis Risk
Shortfalls related to Pool 4 shall be treated for federal income tax purposes as
having been distributed to the Class 4-AX and Class 4-PAX Certificates, as the
case may be, and then paid by the holders of the Class 4-AX or Class 4-PAX
Certificates, as the case

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may be, to the holders of the relevant Class 4-A1, Class 4-A2, Class 4-A3,
Class 4-A4, Class 4-A5, Class B1-II, Class B2-II, Class B3, Class B4, Class B5
and Class B6 Certificates. Each holder or beneficial owner of a Class 4-A1,
Class 4-A2, Class 4-A3, Class 4-A4, Class 4-A5, Class 4-AX, Class 4-PAX, Class,
B1-II, Class B2-II, Class B3, Class B4, Class B5 and Class B6 Certificate, by
virtue of its acquisition of such Certificate or a beneficial interest in such
Certificate, agrees to adopt tax reporting positions consistent with the
characterization of payments made to the Class 4-A1, Class 4-A2, Class 4-A3,
Class 4-A4, Class 4-A5, Class B1-II, Class B2-II, Class B3, Class B4, Class B5
and Class B6 Certificates in respect of Basis Risk Shortfalls related to Pool 4
as payments in respect of interest rate cap agreements written by the holders of
the Class 4-AX and Class 4-PAX Certificates. The parties hereto intend that the
REMIC 5 Regular Interests represented by each of the Class 4-AX and Class 4-PAX
Certificates, together with the related obligations to make payments to the
Class 4-A1, Class 4-A2, Class 4-A3, Class 4-A4, Class 4-A5, Class B1-II, Class
B2-II, Class B3, Class B4, Class B5 and Class B6 Certificates shall be treated
as grantor trusts under the Code and the provisions hereof shall be interpreted
consistently with this intention. In furtherance of such intention, the
Securities Administrator shall (i) furnish to the holders of the Class 4-AX and
Class 4-PAX Certificates information regarding items of income, gain, loss and
deduction of such grantor trusts and (ii) file or cause to be filed with the
Internal Revenue Service Form 1041 (together with any necessary attachments) or
such other form as may be applicable and (iii) comply with such information
reporting obligations with respect to payments from such grantor trusts as may
be applicable under the Code or other applicable tax laws.

     It is intended that the rights of the Class B1-II Certificates to receive
payments in respect of Group II Floating Rate Certificate Shortfalls shall be
treated as rights in respect of interest rate cap contracts written by the Class
CX Certificateholders in favor of the holders of the Class B1-II Certificates
and shall be accounted for as property separate and apart from the REMIC 5
Regular Interests represented by the Class B1-II Certificates. This provision is
intended to comply with the requirements of Treasury Regulations Section
1.860G-2(i) for the treatment of property rights coupled with regular interests
to be separately respected and shall be interpreted consistently with such
regulation. The Holders of the Class B1-II Certificates agree, by their
acceptance of such Certificates, that they will take tax reporting positions
that allocate no more than a nominal value to the right to receive payments in
respect of Group II Floating Rate Certificate Shortfalls. The Holders of the
Class CX Certificates agree, by their acceptance of such Certificates, to take
tax reporting positions consistent with allocations by the Holders of the Class
B1-II Certificates of no more than a nominal value to the right to receive
payments in respect of Group II Floating Rate Certificate Shortfalls. For
information reporting purposes, it will be assumed that such rights have no
value. Each payment made to the Class B1-II Certificates in respect of Group II
Floating Rate Certificate Shortfalls shall be treated for federal income tax
purposes as having been distributed to the Class CX Certificates and then paid
by the holders of the Class CX Certificates to the holders of the Class B1-II
Certificates. Each holder or beneficial owner of a Class B1-II Certificate, by
virtue of its acquisition of such Certificate or a beneficial interest in such
Certificate, agrees to adopt tax reporting positions consistent with the
characterization of payments made to the Class B1-II Certificates in respect of
Group II Floating Rate Certificate Shortfalls as payments in respect of interest
rate cap agreements written by the holders of the Class CX Certificates. The
parties hereto intend that rights under the Cap Agreements and the ownership of
the Cap Agreement Reserve Fund represented by the Class CX Certificates,
together with the related obligations to make payments to the Class B1-II


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Certificates, shall be treated as a grantor trust under the Code and the
provisions hereof shall be interpreted consistently with this intention. In
furtherance of such intention, the Securities Administrator shall (i) furnish to
the holders of the Class CX Certificates information regarding items of income,
gain, loss and deduction of such grantor trust and (ii) file or cause to be
filed with the Internal Revenue Service Form 1041 (together with any necessary
attachments) or such other form as may be applicable and (iii) comply with such
information reporting obligations with respect to payments from such grantor
trusts as may be applicable under the Code or other applicable tax laws.

     Section 10.02. Prohibited Transactions and Activities.

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

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

     In the event that a REMIC fails to qualify as a REMIC, loses its status as
a REMIC, or incurs federal, state or local taxes as a result of a prohibited
transaction or prohibited contribution under the REMIC Provisions due to the
negligent performance by the Trustee or the Securities Administrator, as
applicable, of its duties and obligations set forth herein, the Trustee or the
Securities Administrator, as applicable, shall indemnify the Holder of the
Residual Certificate against any and all losses, claims, damages, liabilities or
expenses ("Losses") resulting from such negligence; provided, however, that
neither the Trustee nor the Securities Administrator shall be liable for any
such Losses attributable to the action or inaction of the Master Servicer, the
Depositor, or the Holder of such Residual Certificate, as applicable, nor for
any such Losses resulting from misinformation provided by the Holder of such
Residual Certificate on which the Trustee or the Securities Administrator, as
applicable, has relied. The foregoing shall not be deemed to limit or restrict
the rights and remedies of the Holder of such Residual Certificate now or
hereafter existing at law or in equity. Notwithstanding the foregoing, however,
in no event shall the Trustee or the Securities Administrator 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 or the Securities Administrator,
respectively, of its duties

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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 and the Securities Administrator in writing to the effect
that, under the REMIC Provisions, such action would not adversely affect the
status of any 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 applicable 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 Securities Administrator and (b) the
Trustee, or the Master Servicer, acting on its behalf hereunder, shall, or shall
cause the applicable Servicer to, continue to attempt to sell the REO Property
for its fair market value for such period longer than three years as such
extension permits (the "Extended Period"). If the Trustee has not received such
an extension and the Trustee, or the Master Servicer acting on behalf of the
Trustee hereunder, or the applicable Servicer is unable to sell the REO Property
within 33 months after its acquisition by the Trust Fund or if the Trustee has
received such an extension, and the Trustee, or the Master Servicer acting on
behalf of the Trustee hereunder, is unable to sell the REO Property within the
period ending three months before the close of the Extended Period, the Master
Servicer shall, or shall cause the applicable Servicer to, before the end of the
three year period or the Extended Period, as applicable, (i) purchase such REO
Property at a price equal to the REO Property's fair market value or (ii)
auction the REO Property to the highest bidder (which may be the Master
Servicer) in an auction reasonably designed to produce a fair price prior to the
expiration of the three-year period or the Extended Period, as the case may be.

                                      152
<PAGE>

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

     Section 11.01. Binding Nature of Agreement; Assignment.

     This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns.

     Section 11.02. Entire Agreement.

     This Agreement contains the entire agreement and understanding among the
parties hereto with respect to the subject matter hereof, and supersedes all
prior and contemporaneous agreements, understandings, inducements and
conditions, express or implied, oral or written, of any nature whatsoever with
respect to the subject matter hereof. The express terms hereof control and
supersede any course of performance and/or usage of the trade inconsistent with
any of the terms hereof.

     Section 11.03. Amendment.

     (a) This Agreement may be amended from time to time by the Depositor, the
Master Servicer, the Securities Administrator and the Trustee, without notice to
or the consent of any of the Holders, (i) to cure any ambiguity, (ii) to cause
the provisions herein to conform to or be consistent with or in furtherance of
the statements made with respect to the Certificates, the Trust Fund or this
Agreement in any Offering Document; or to correct or supplement any provision
herein which may be inconsistent with any other provisions herein, (iii) to make
any other provisions with respect to matters or questions arising under this
Agreement or (iv) to add, delete, or amend any provisions to the extent
necessary or desirable to comply with any requirements imposed by the Code and
the REMIC Provisions. No such amendment effected pursuant to the preceding
sentence shall, as evidenced by an Opinion of Counsel, adversely affect the
status of any REMIC created pursuant to this Agreement, nor shall such amendment
effected pursuant to clause (iii) of such sentence adversely affect in any
material respect the interests of any Holder. 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 (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, the Securities Administrator 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 any 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

                                      153
<PAGE>

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 Securities Administrator, 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 Securities
Administrator, 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 or
the Securities Administrator in providing such information shall be reimbursed
by the Depositor.

     (b) The Securities Administrator will make available 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

                                      154
<PAGE>

any other document incorporated by reference in the Prospectus to the extent in
the possession of the Securities Administrator. Any reasonable out-of-pocket
expenses incurred by the Securities Administrator in providing copies of such
documents shall be reimbursed by the Depositor.

     (c) [Reserved].

     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 (OTHER THAN SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW).

     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): received by (a) in the case of the Depositor, Structured Asset
Securities Corporation, 745 Seventh Avenue, 7th Floor, New York, New York 10019,
Attention: Mark Zusy, (b) in the case of the Securities Administrator, Wells
Fargo Bank, National Association, P.O. Box 98, Columbia, Maryland 21046 (or, for
overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland 21045) (SARM
2004-1) or for purposes of presentment of Certificates for transfer, exchange
and/or payment, the Securities Administrator's Corporate Trust Office, (c) in
the case of the Certificate Registrar, its Corporate Trust Office, (d) in the
case of the Trustee, HSBC Bank USA, 452 Fifth Avenue, New York, New York 10018,
Attention: Issuer Services and (e) in the case of the Master Servicer, Aurora
Loan Services Inc., 2530 South Parker Road, Suite 601, Aurora, Colorado 80014;
Attention: Master Servicing 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.

                                      155
<PAGE>

     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 Section 11.14.

     Section 11.12. Special Notices to the Rating Agencies.

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

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

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

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

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

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

          (vi) 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:

                                      156
<PAGE>

     If to Moody's, to:

     Moody's Investors Service, Inc.
     99 Church Street
     New York, New York 10007

     If to S&P, to:

     Standard & Poor's
     55 Water Street

     New York, New York  10041

     (c) The Securities Administrator shall provide or make available to the
Rating Agencies reports prepared pursuant to Section 4.03. In addition, the
Securities Administrator shall, at the expense of the Trust Fund, make available
to each Rating Agency such information as such Rating Agency may reasonably
request regarding the Certificates or the Trust Fund, to the extent that such
information is reasonably available to the Securities Administrator.

     Section 11.13. Counterparts.

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

     Section 11.14. Transfer of Servicing.

     The Seller agrees that it shall provide written notice to the Trustee, the
Securities Administrator 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 a Servicing Agreement or to transfer the servicing
thereunder to a successor servicer shall be subject to the following conditions:

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

          (ii) 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;

          (iii) Such successor servicer must execute and deliver to the Trustee
     and the Master Servicer an agreement, in form and substance reasonably
     satisfactory to the Trustee, the Securities Administrator and the Master
     Servicer, that contains an assumption by such successor servicer of the due
     and punctual performance and observance of each covenant and condition to
     be performed and

                                      157
<PAGE>

     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;

          (iv) If the successor servicer is not a Servicer of Mortgage Loans at
     the time of such transfer, there must be delivered to the Trustee and the
     Securities Administrator a letter from each Rating Agency to the effect
     that such transfer of servicing will not result in a qualification,
     withdrawal or downgrade of the then-current rating of any of the
     Certificates;

          (v) 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.

                                      158
<PAGE>

         IN WITNESS WHEREOF, the Depositor, the Securities Administrator, 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:  _________________________________________
                                      Name: Michael C. Hitzmann
                                      Title: Vice President

                                 HSBC BANK USA, not in its individual capacity,
                                      but solely as Trustee

                                 By:  _________________________________________
                                      Name:
                                      Title:


                                 WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                      as Securities Administrator

                                 By:  _________________________________________
                                      Name:
                                      Title:


                                 AURORA LOAN SERVICES INC.,
                                      as Master Servicer

                                 By:  _________________________________________
                                      Name: E. Todd Whittemore
                                      Title: Executive Vice President

Solely for purposes of Section 11.14,
accepted and agreed to by:

LEHMAN BROTHERS HOLDINGS INC.

By:  ____________________________________
     Name: Stanley P. Labanowski
     Title: Senior Vice President

<PAGE>
                                   E9XHIBIT A

                              FORMS OF CERTIFICATES

                             [INTENTIONALLY OMITTED]


<PAGE>

                                   EXHIBIT B-1

                          FORM OF INITIAL CERTIFICATION


                                                                 -------------
                                                                      Date

HSBC Bank USA
425 Fifth Avenue
New York, New York 10018

Structured Asset Securities Corporation
745 Seventh Avenue, 7th Floor
New York, New York 10019

Aurora Loan Services Inc.
2530 South Parker Road, Suite 601
Aurora, Colorado 80014

     Re:  Trust Agreement (the "Trust Agreement"), dated as of January 1, 2004
          among Structured Asset Securities Corporation, as Depositor, Aurora
          Loan Services Inc., as Master Servicer, Wells Fargo Bank, National
          Association, as Securities Administrator and HSBC Bank USA, as
          Trustee, with respect to Structured Adjustable Rate Mortgage Loan
          Trust Mortgage Pass-Through Certificates, Series 2004-1

Ladies and Gentlemen:

     In accordance with Section 2.02(a) of the Trust Agreement, subject to
review of the contents thereof, the undersigned, as Custodian on behalf of the
Trustee, hereby certifies that it (or its custodian) 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,
subject to any exceptions noted on Schedule I hereto.

     Capitalized words and phrases used herein and not otherwise defined herein
shall have the respective meanings assigned to them in the Trust Agreement. This
Certificate is subject in all respects to the terms of Section 2.02 of the Trust
Agreement and the Trust Agreement sections cross-referenced therein.

                                            [Custodian], on behalf of
                                            HSBC Bank USA,
                                            as Trustee

                                            By:_________________________________
                                               Name:
                                               Title:

<PAGE>

                                   EXHIBIT B-2

                          FORM OF INTERIM CERTIFICATION


                                                                 -------------
                                                                      Date

HSBC Bank USA
425 Fifth Avenue
New York, New York 10018

Structured Asset Securities Corporation
745 Seventh Avenue, 7th Floor
New York, New York 10019

Aurora Loan Services Inc.
2530 South Parker Road, Suite 601
Aurora, Colorado 80014

     Re:  Trust Agreement (the "Trust Agreement"), dated as of January 1, 2004
          among Structured Asset Securities Corporation, as Depositor, Aurora
          Loan Services Inc., as Master Servicer, Wells Fargo Bank, National
          Association, as Securities Administrator and HSBC Bank USA, as
          Trustee, with respect to Structured Adjustable Rate Mortgage Loan
          Trust Mortgage Pass-Through Certificates, Series 2004-1

Ladies and Gentlemen:

     In accordance with Section 2.02(b) of the Trust Agreement, the undersigned,
as Custodian on behalf of the Trustee, hereby certifies that as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed on Schedule I hereto) it (or its custodian) has received the
applicable documents listed in Section 2.01(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 Schedule I
hereto, it has reviewed the documents identified 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


<PAGE>


     Trust Agreement including, but not limited to, Section 2.02(b).

                                   [Custodian], on behalf of
                                   HSBC Bank USA,
                                   as Trustee

                                   By:_____________________________________
                                      Name:
                                      Title:


<PAGE>

                                   EXHIBIT B-3

                           FORM OF FINAL CERTIFICATION


                                                                 -------------
                                                                      Date

HSBC Bank USA
425 Fifth Avenue
New York, New York 10018

Structured Asset Securities Corporation
745 Seventh Avenue, 7th Floor
New York, New York 10019

Aurora Loan Services Inc.
2530 South Parker Road, Suite 601
Aurora, Colorado 80014

     Re:  Trust Agreement (the "Trust Agreement"), dated as of January 1, 2004
          among Structured Asset Securities Corporation, as Depositor, Aurora
          Loan Services Inc., as Master Servicer, Wells Fargo Bank, National
          Association, as Securities Administrator and HSBC Bank USA, as
          Trustee, with respect to Structured Adjustable Rate Mortgage Loan
          Trust Mortgage Pass-Through Certificates, Series 2004-1

Ladies and Gentlemen:

     In accordance with Section 2.02(d) of the Trust Agreement, the undersigned,
as Custodian on behalf of the Trustee, hereby certifies that as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed on Schedule I hereto) it (or its custodian) has received the
applicable documents listed in Section 2.01(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 Schedule I
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


<PAGE>

     Trust Agreement.

                                   [Custodian], on behalf of
                                   HSBC Bank USA,
                                   as Trustee

                                   By:_____________________________________
                                      Name:
                                      Title:


<PAGE>

                                   EXHIBIT B-4

                               FORM OF ENDORSEMENT

     Pay to the order of HSBC Bank USA, as trustee (the "Trustee") under the
Trust Agreement dated as of January 1, 2004, among Structured Asset Securities
Corporation, as Depositor, Aurora Loan Services Inc., as Master Servicer, Wells
Fargo Bank, National Association, as Securities Administrator and the Trustee
relating to Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2004-1, 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 January 1, 2004 among
Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
Inc., as Master Servicer, Wells Fargo Bank, National Association, as Securities
Administrator and you, as Trustee (the "Trust Agreement"), the undersigned
Master Servicer hereby requests a release of the Mortgage File held by you as
Trustee with respect to the following described Mortgage Loan for the reason
indicated below.

     Mortgagor's Name:

     Address:

     Loan No.:

     Reason for requesting file:

1.   Mortgage Loan paid in full. (The Master Servicer hereby certifies that all
     amounts received in connection with the loan have been or will be credited
     to the Collection Account or the Certificate Account (whichever is
     applicable) pursuant to the Trust Agreement.)

2.   The Mortgage Loan is being foreclosed.

3.   Mortgage Loan substituted. (The Master Servicer hereby certifies that a
     Qualifying Substitute Mortgage Loan has been assigned and delivered to you
     along with the related Mortgage File pursuant to the Trust Agreement.)

4.   Mortgage Loan repurchased. (The Master Servicer hereby certifies that the
     Purchase Price has been credited to the Collection Account or the
     Certificate Account (whichever is applicable) pursuant to the Trust
     Agreement.)

5.   Other. (Describe)

     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

<PAGE>

been paid in full, or repurchased or substituted for a Qualifying Substitute
Mortgage Loan (in which case the Mortgage File will be retained by us
permanently) and except if the Mortgage Loan is being foreclosed (in which case
the Mortgage File will be returned when no longer required by us for such
purpose).

     Capitalized terms used herein shall have the meanings ascribed to them in
the Trust Agreement.

                                           _____________________________________
                                              [Name of Master Servicer]



                                           By:__________________________________
                                              Name:
                                              Title: Servicing Officer

                                       C-2
<PAGE>

                                   EXHIBIT D-1

          FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)



STATE OF                            )
                                    )  ss.:
COUNTY OF                           )

     [NAME OF OFFICER], _________________ being first duly sworn, deposes and
says:

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.

1.   That the Purchaser's Taxpayer Identification Number is ______________.

2.   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.

3.   That the Purchaser is not, and on __________________ [date of transfer]
     will not be, an employee benefit plan subject to Title I of the Employee
     Retirement Income Security Act of 1974, as amended ("ERISA"), Section 4975
     of the Code or substantially similar rules under state, local or federal
     law ("Similar Law"), 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.

<PAGE>

4.   That the Purchaser hereby acknowledges that under the terms of the Trust
     Agreement (the "Agreement") among Structured Asset Securities Corporation,
     HSBC Bank USA, as Trustee, Wells Fargo Bank, National Association, as
     Securities Administrator and Aurora Loan Services Inc., as Master Servicer,
     dated as of January 1, 2004, 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 2, 3 and 4 hereof.

5.   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").

6.   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.

7.   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 2, paragraph 5 or paragraph 9 hereof
     are not satisfied or that the Purchaser has reason to believe does not
     satisfy the requirements set forth in paragraph 6 hereof, and (ii) without
     obtaining from the prospective Purchaser an affidavit substantially in this
     form and providing to the Trustee a written statement substantially in the
     form of Exhibit D-2 to the Agreement.

8.   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.

9.   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 Exemption From Withholding on
     Income Effectively Connected with the Conduct of a Trade or Business in the
     United States) or successor form at the time and in the manner required by
     the Code. "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

                                      D-2
<PAGE>

     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 or; (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.

10.  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 6 and paragraph 9 hereof.

11.  That the Purchaser consents to the designation of the Securities
     Administrator as its agent to act as "tax matters person" of the Trust Fund
     pursuant to the Trust Agreement.

     Terms used in this transfer affidavit which are not otherwise defined
herein have the respective meanings assigned thereto in the Trust Agreement.

                                      D-3

<PAGE>

     IN WITNESS WHEREOF, the Purchaser has caused this instrument to be executed
on its behalf, pursuant to authority of its Board of Directors, by its [title of
officer] this _____ day of __________, 20__.

                                          ______________________________________
                                             [Name of Purchaser]


                                          By:___________________________________
                                             Name:
                                             Title:


     Personally appeared before me the above-named [name of officer]
________________, known or proved to me to be the same person who executed the
foregoing instrument and to be the [title of officer] _________________ of the
Purchaser, and acknowledged to me that he [she] executed the same as his [her]
free act and deed and the free act and deed of the Purchaser.

     Subscribed and sworn before me this _____ day of __________, 20__.

NOTARY PUBLIC

_________________________________


COUNTY OF________________________

STATE OF_________________________

My commission expires the _____ day of __________, 20__.

                                      D-4
<PAGE>

                                   EXHIBIT D-2

          FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

                                                                 ---------------
                                                                       Date

     Re:  Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
          Certificates, Series 2004-1

     _______________________ (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 6 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

                            See Exhibits 99.2 to 99.9


<PAGE>

                                    EXHIBIT F

                     FORM OF RULE 144A TRANSFER CERTIFICATE

     Re:  Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
          Certificates, Series 2004-1

     Reference is hereby made to the Trust Agreement (the "Trust Agreement"),
dated as of January 1, 2004 among Structured Asset Securities Corporation, as
Depositor, Aurora Loan Services Inc., as Master Servicer Wells Fargo Bank,
National Association, as Securities Administrator and HSBC Bank USA, as Trustee.
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 the
benefit of the Trustee, the Securities Administrator, 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 Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
Certificates, Series 2004-1 (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 (the "Trust Agreement"), dated as of January
          1, 2004 among Structured Asset Securities Corporation, as Depositor,
          Aurora Loan Services Inc., as Master Servicer, Wells Fargo Bank,
          National Association, as Securities Administrator and HSBC Bank USA,
          as Trustee, 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, the
          Certificate Registrar 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.

<PAGE>

     3.   We are acquiring the Privately Offered Certificates for investment
          purposes and not with a view to, or for offer or sale in connection
          with, any distribution in violation of the Securities Act. We have
          such knowledge and experience in financial and business matters as to
          be capable of evaluating the merits and risks of our investment in the
          Privately Offered Certificates, and we and any account for which we
          are acting are each able to bear the economic risk of such investment.

     4.   We are an Institutional Accredited Investor and we are acquiring the
          Privately Offered Certificates purchased by us for our own account or
          for one or more accounts (each of which is an Institutional Accredited
          Investor) as to each of which we exercise sole investment discretion.

     5.   We have received such information as we deem necessary in order to
          make our investment decision.

     6.   If we are acquiring ERISA-Restricted Certificates, we understand that
          in accordance with ERISA, the Code, Similar Law and the Underwriter's
          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.

     You and the Depositor, the Securities Administrator and the Trustee are
entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceeding or official inquiry with respect to the matters covered hereby.

                                        Very truly yours,

                                        __________________________________
                                           [Purchaser]



                                        By________________________________
                                           Name:
                                           Title:


                                      G-2
<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 Title I of the Employee
     Retirement Income Security Act of 1974, as amended, Section 4975 of the
     Internal Revenue Code of 1986, as amended or substantially similar rules
     under state, local or other federal law, the trustee of any such plan or a
     person acting on behalf of any such plan or investing the assets of any
     such plan; or (y) if the Certificate has been the subject of an
     ERISA-Qualifying Underwriting, is an insurance company that is purchasing
     the Certificate with funds contained in an "insurance company general
     account" as defined in Section V(e) of Prohibited Transaction Class
     Exemption ("PTCE") 95-60 and the purchase and holding of the Certificate
     are covered under Sections I and III of PTCE 95-60.

3.   The Investor hereby acknowledges that under the terms of the Trust
     Agreement (the "Agreement") among Structured Asset Securities Corporation,
     as Depositor, Aurora Loan Services Inc., as Master Servicer, Wells Fargo
     Bank, National Association and HSBC Bank USA, as Trustee, dated as of
     January 1, 2004, no transfer of the ERISA-Restricted Certificates (other
     than the Class R Certificate) shall be permitted to be made to any person
     unless the Depositor, the Certificate Registrar and Trustee have received
     an affidavit from such transferee in the form hereof or an opinion of
     counsel as provided herein.

4.   Capitalized terms used but not defined herein shall have the meanings given
     to such terms in the Trust Agreement.


<PAGE>


     IN WITNESS WHEREOF, the Investor has caused this instrument to be executed
on its behalf, pursuant to proper authority, by its duly authorized officer,
duly attested, this ____ day of _______________, 20__.

                                         _______________________________________
                                            [Investor]


                                         By:____________________________________
                                            Name:
                                            Title:

ATTEST:

___________________________

STATE OF                            )
                                    )  ss.:
COUNTY OF                           )

     Personally appeared before me the above-named ___________________, known or
proved to me to be the same person who executed the foregoing instrument and to
be the _________________ of the Investor, and acknowledged that he executed the
same as his free act and deed and the free act and deed of the Investor.

     Subscribed and sworn before me this _____ day of ___________ 20___.


                                          __________________________________
                                          NOTARY PUBLIC

                                          My commission expires the
                                          ____ day of __________, 20__.







                                      H-2
<PAGE>

                                    EXHIBIT I

                            MONTHLY REMITTANCE ADVICE

                             [INTENTIONALLY OMITTED]


<PAGE>

                                    EXHIBIT J

                      MONTHLY ELECTRONIC DATA TRANSMISSION

                             [INTENTIONALLY OMITTED]


<PAGE>

                                    EXHIBIT K

                              CUSTODIAL AGREEMENTS

                             [INTENTIONALLY OMITTED]


<PAGE>

                                   EXHIBIT L-1

                          FORM OF TRANSFER CERTIFICATE
                  FOR TRANSFER FROM RESTRICTED GLOBAL SECURITY
                         TO REGULATION S GLOBAL SECURITY
                      (Transfers pursuant to ss. 3.03(h)(B)
                               of the Agreement)

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

     Re:  Structured Adjustable Rate Mortgage Loan Trust Mortgage Loan Trust
          Mortgage Pass-Through Certificates, Series 2004-1

     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, National Association and HSBC Bank
USA, as Trustee, dated as of January 1, 2004. 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).

                                     L-1-1
<PAGE>

     The Depositor, the Securities Administrator and the Trustee 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:________________ __, ____



                                     L-1-2

<PAGE>

                                   EXHIBIT L-2

                    FORM OF TRANSFER CERTIFICATE FOR TRANSFER
                        FROM REGULATION S GLOBAL SECURITY
                          TO RESTRICTED GLOBAL SECURITY
                      (Transfers pursuant to ss. 3.03(h)(C)
                               of the Agreement)

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

     Re:  Structured Adjustable Rate Mortgage Loan Trust Mortgage Pass-Through
          Certificates, Series 2004-1

     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, National Association and HSBC Bank
USA, as Trustee, dated as of January 1, 2004. 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: _________________ __, ____


                                     L-2-1

<PAGE>

                                    EXHIBIT M

                     FORM OF CERTIFICATION TO BE PROVIDED TO
              THE DEPOSITOR AND THE MASTER SERVICER BY THE TRUSTEE

Structured Asset Securities Corporation
745 7th Avenue, 7th Floor
New York, New York 10019

Aurora Loan Services Inc.
2530 South Parker Road, Suite 601
Aurora, Colorado 80014

Re:   Structured Adjustable Rate Mortgage Loan Trust, Mortgage Pass-Through
      Certificates, Series 2004-1

I, [[Identify the certifying individual]], a [[title]] of Wells Fargo Bank,
National Association, as Securities Administrator, hereby certify to Aurora Loan
Services, Inc., as master servicer (the "Master Servicer"), and its officers,
directors and affiliates, and with the knowledge and intent that they will rely
upon this certification, that:

(i)   I have reviewed the annual report on Form 10-K for the fiscal year [[ ]],
      and all reports on Form 8-K containing distribution reports filed in
      respect of periods included in the year covered by that annual report,
      relating to the above referenced trust;

(ii)  Based on my knowledge, the information in these distribution reports
      prepared by the Securities Administrator, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state material
      fact necessary to make the statements made, in light of the circumstances
      under which such statements were made, not misleading as of the last day
      of the period covered by that annual report; and

(iii) Based on my knowledge, the distribution information required to be
      provided by Securities Administrator under the Trust Agreement is included
      in these reports.

Date:

                                      Wells Fargo Bank, National Association, as
                                      Securities Administrator

                                       By:    ____________________________
                                       Name:  ____________________________
                                       Title: ____________________________


                                      M-1
<PAGE>

                                    EXHIBIT N

                              FORM OF CAP AGREEMENT
                             [INTENTIONALLY OMITTED]



                                      N-1
<PAGE>

                                   SCHEDULE A

                             MORTGAGE LOAN SCHEDULE

                             [INTENTIONALLY OMITTED]


<PAGE>



                                   SCHEDULE B

                         EMPLOYEE MORTGAGE LOAN SCHEDULE

                             [INTENTIONALLY OMITTED]


<PAGE>



                                   SCHEDULE C

                        POOL 4 AX MORTGAGE LOAN SCHEDULE

                             [INTENTIONALLY OMITTED]


<PAGE>



                                   SCHEDULE D

                        POOL 4 PAX MORTGAGE LOAN SCHEDULE

                             [INTENTIONALLY OMITTED]