STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE LOAN TRUST 2002-9, as Issuer STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, and JPMORGAN CHASE BANK, as Indenture Trustee...

EXECUTION

STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE LOAN TRUST 2002-9, as Issuer

STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,

XXXXX FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION, as Master Servicer,

and

JPMORGAN CHASE BANK, as Indenture Trustee

___________________________

SALE AND SERVICING AGREEMENT

Dated as of April 1, 2002

___________________________

STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE

LOAN TRUST 2002-9
MORTGAGE-BACKED NOTES,

SERIES 2002-9

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

Section 1.01.

Definitions

Section 1.02.

Calculations Respecting Mortgage Loans

Section 1.03.

Calculations Respecting Accrued Interest

Section 1.04.

Amendment of the Consolidated Agreement

ARTICLE II CONVEYANCE OF MORTGAGE LOANS

Section 2.01.

Creation and Declaration of Trust Estate; Conveyance of

Mortgage Loans

Section 2.02.

Acceptance of Trust Estate by Indenture Trustee: Review of

Documentation

Section 2.03.

Grant Clause

ARTICLE III REPRESENTATIONS AND WARRANTIES

Section 3.01.

Representations and Warranties of the Depositor

Section 3.02.

Representations and Warranties of the Master Servicer

Section 3.03.

Discovery of Breach

Section 3.04.

Repurchase, Purchase or Substitution of Mortgage Loans

ARTICLE IV ADMINISTRATION AND SERVICING OF MORTGAGE

ASSETS BY THE MASTER SERVICER

Section 4.01.

Duties of the Master Servicer

Section 4.02.

Master Servicer Fidelity Bond and Master Servicer Errors and

Omissions Insurance Policy

Section 4.03.

Master Servicer's Financial Statements and Related Information

Section 4.04.

Power to Act; Procedures

Section 4.05.

Enforcement of Servicer's and Master Servicer's Obligations

Section 4.06.

Collection of Taxes, Assessments and Similar Items

Section 4.07.

Collection Account

Section 4.08.

Application of Funds in the Collection Account

Section 4.09.

Reports to Indenture Trustee and Securityholders

Section 4.10.

Termination of Servicing Agreements; Successor Servicers

Section 4.11.

Master Servicer Liable for Enforcement

Section 4.12.

No Contractual Relationship Between Any Servicer and Indenture

Trustee or Depositor

Section 4.13

Assumption of Servicing Agreement by Indenture Trustee

Section 4.14

"Due-on-Sale" Clauses; Assumption Agreements

Section 4.15

Release of Mortgage Files

Section 4.16.

Documents, Records and Funds in Possession of Master Servicer To Be

Held for Indenture Trustee

Section 4.17.

Opinion

Section 4.18.

Standard Hazard and Flood Insurance Policies

Section 4.19.

Presentment of Claims and Collection of Proceeds

Section 4.20.

Maintenance of the Primary Mortgage Insurance Policies

Section 4.21.

Indenture Trustee To Retain Possession of Certain Insurance Policies

and Documents

Section 4.22.

Compensation to the Master Servicer

Section 4.23.

REO Property

Section 4.24.

Preparation of Tax Returns and Other Reports

Section 4.25.

Reports to the Indenture Trustee

Section 4.26.

Annual Officer's Certificate as to Compliance

Section 4.27.

Annual Independent Accountants' Servicing Report

Section 4.28.

Merger or Consolidation

Section 4.29.

Resignation of Master Servicer

Section 4.30.

Assignment or Delegation of Duties by the Master Servicer

Section 4.31.

Limitation on Liability of the Master Servicer and Others

Section 4.32.

Indemnification; Third-Party Claims

Section 4.33.

Alternative Index

Section 4.34

Determination of LIBOR

ARTICLE V DPOSITS AND DISTRIBUTIONS TO HOLDERS

Section 5.01

The Collection Account

Section 5.02.

The Note Account

Section 5.03.

Distributions from the Note Account

Section 5.04.

Allocation of Losses

Section 5.05.

The Pre-Funding Account

Section 5.06.

The Capitalized Interest Account

Section 5.07.

The Reserve Fund

Section 5.08

The Class B2 Interest Reserve Fund

Section 5.09

The Certificate Account

Section 5.10

Control of the Trust Accounts

Section 5.11.

Advances by Master Servicer and Servicers

Section 5.12.

Compensating Interest Payments

ARTICLE VI EVENTS OF DEFAULT

Section 6.01.

Events of Default; Indenture Trustee To Act; Appointment of Successor

Section 6.02.

Additional Remedies of Indenture Trustee Upon Event of Default

Section 6.03.

Waiver of Defaults

Section 6.04.

Notification to Holders

Section 6.05.

Directions by Noteholders and Duties of Indenture Trustee During

Event of Default

Section 6.06.

Action Upon Certain Failures of the Master Servicer and Upon

Event of Default

ARTICLE VII TERMINATION

Section 7.01.

Termination

Section 7.02

Optional Redemption

Section 7.03

Mandatory Redemption

Section 7.04.

Procedure Upon Termination.

ARTICLE VIII MISCELLANEOUS PROVISIONS

Section 8.01

Binding Nature of Agreement; Assignment

Section 8.02

Entire Agreement

Section 8.03

Amendment

Section 8.04

Acts of Securityholders

Section 8.05

Recordation of Agreement

Section 8.06

Governing Law

Section 8.07

Notices

section 8.08

Severability of Provisions

Section 8.09

Indulgences; No Waivers

Section 8.10

Headings Not To Affect Interpretation

Section 8.11

Benefits of Agreement

Section 8.12

Special Notices to the Rating Agencies

Section 8.13

Counterparts

Section 8.14

Execution by the Issuer

ATTACHMENTS

Exhibit A-1

Form of Initial Certification

Exhibit A-2

Form of Interim Certification

Exhibit A-3

Form of Final Certification

Exhibit A-4

Form of Endorsement

Exhibit B

Request for Release of Documents and Receipt

Exhibit C

Servicing Agreements

Exhibit D

Servicers

Exhibit E

(Reserved)

Exhibit F-1

Custodial Agreement (JPMorgan Chase Bank)

Exhibit F-2

Custodial Agreement (Bank of New York)

Exhibit G-1

Mortgage Pool Insurance Policy – General Electric Mortgage Insurance Corporation

Exhibit G-2

Mortgage Pool Insurance Policy – PMI Mortgage Insurance Company

Exhibit H

Addition Notice (for Purchase of Subsequent Mortgage Loans)

Schedule A

Mortgage Loan Schedule

Schedule B

Reserve Fund Mortgage Asset Schedule

This SALE AND SERVICING AGREEMENT, dated as of April 1, 2002 (the "Agreement" or the "Sale and Servicing Agreement"), is by and among STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE LOAN TRUST 2002-9, a Delaware business trust, as issuer (the "Issuer"), STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as depositor (the "Depositor"), JPMORGAN CHASE BANK, as Indenture Trustee (the "Indenture Trustee") and XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as master servicer (the "Master Servicer").

PRELIMINARY STATEMENT

WHEREAS, the Depositor has acquired the Initial Mortgage Loans and the Reserve Fund Mortgage Assets from MERIT Securities Corporation (the "Seller") pursuant to the Mortgage Loan Sale Agreement, and at the Closing Date is the owner of the Initial Mortgage Loans and the Reserve Fund Mortgage Assets and the other property being conveyed by it to the Issuer hereunder for inclusion in the Trust Estate.

WHEREAS, on the Closing Date, the Depositor will acquire the Notes and the Residual Interest Certificate from the Issuer, as consideration for its transfer to the Issuer of the Initial Mortgage Loans and the Reserve Fund Mortgage Assets, the Initial Pre-Funding Amount and the other property constituting the Trust Estate.

WHEREAS, the Depositor has duly authorized the execution and delivery of this Agreement to provide for the conveyance to the Issuer of the Initial Mortgage Loans, any Subsequent Mortgage Loans and the other property constituting the Trust Estate.

WHEREAS, pursuant to the Indenture, the Issuer will pledge the Initial Mortgage Loans, the Initial Pre-Funding Amount, the Original Capitalized Interest Amount and the other property constituting the Trust Estate to the Indenture Trustee as security for the Notes;

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Issuer, the Depositor, the Master Servicer and the Indenture Trustee agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01

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

Accepted Servicing Practices: As provided in each Servicing Agreement.

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

Accrual Period: With respect to any Payment Date and any Class of LIBOR Notes, the period beginning on the Payment Date in the calendar month immediately preceding the month in which the related Payment Date occurs (or, in the case of the first Payment Date, beginning on April 25, 2002) and ending on the day immediately preceding the related Payment Date. With respect to any Payment Date and the Class B2 Notes, the calendar month immediately preceding the month in which the Payment Date occurs.

Additional Collateral: With respect to any Additional Collateral Mortgage Loan, the marketable securities subject to a security interest pursuant to a related pledge agreement.

Additional Collateral Mortgage Loan: Each Mortgage Loan identified as such in the Mortgage Loan Schedule and as to which Additional Collateral is then required to be provided as security therefor.

Addition Notice: With respect to each sale of Subsequent Mortgage Loans to the Issuer pursuant to Section 2.01(b) of this Agreement, a notice from the Depositor substantially in the form of Exhibit H hereto delivered to the Indenture Trustee, the Master Servicer, the Custodians and each Rating Agency.

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

Administration Agreement: The Administration Agreement dated as of April 1, 2002 among the Issuer, the Administrator and the Depositor, as such may be amended or supplemented from time to time.

Administrator: JPMorgan Chase Bank, or any successor in interest thereto, in its capacity as Administrator under the Administration Agreement.

Advance: An advance of the aggregate of payments of principal and interest (net of the Master Servicing Fee and the applicable Servicing Fee) on one or more Mortgage Loans or Reserve Fund Mortgage Assets that were due on the Due Date in the related Collection Period and not received as of the close of business on the related Determination Date, required to be made by or on behalf of the Master Servicer and any Servicer pursuant to Section 5.11.

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

Aggregate Expense Rate: With respect to any Mortgage Loan, the sum of the Servicing Fee Rate, the Master Servicing Fee Rate and the applicable Insurance Fee Rate, in the case of any Mortgage Loan covered by a Mortgage Pool Insurance Policy.

Aggregate Overcollateralization Release Amount: With respect to any Payment Date, the lesser of (x) the Principal Remittance Amount for such Payment Date and (y) the excess of (i) the Overcollateralization Amount for such date, calculated for this purpose on the basis of the assumption that 100% of the Principal Remittance Amount for such Payment Date is applied on such date in reduction of the aggregate of the Note Principal Amounts of the Notes, over (ii) the Targeted Overcollateralization Amount for such Payment Date.

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

Ameriquest: Ameriquest Mortgage Company, or any successor in interest.

Ameriquest Interest Amount: $27,322.12.

Ameriquest Serviced Loan: Any Mortgage Loan or Reserve Fund Mortgage Asset serviced by Ameriquest.

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

Applied Loss Amount: With respect to any Payment Date, the excess of (x) the aggregate Note Principal Amount of the LIBOR Notes after giving effect to all Realized Losses incurred with respect to the Mortgage Loans during the related Collection Period and distributions of principal on such Payment Date, but before giving effect to any application of the Applied Loss Amount with respect to such date, over (y) the Pool Balance for such Payment Date.

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

Assignment and Assumption Agreements: The assignment and assumption agreements, each dated April 1, 2002, between the Seller and Issuer, which assign certain rights under the related Servicing Agreements to the Issuer.

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 assignment of the Mortgage to the Indenture Trustee for the benefit of Securityholders, which assignment, notice of transfer or equivalent instrument may be in the form of one or more blanket assignments covering the Mortgage Loans and the Reserve Fund Mortgage Assets secured by Mortgaged Properties located in the same jurisdiction, if permitted by law; provided, however, that neither the Issuer nor the Indenture Trustee shall be responsible for determining whether any such assignment is in recordable form.

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

B1 Principal Payment Amount: With respect to any Payment Date on or after the Stepdown Date and as long as a Trigger Event has not occurred with respect to such Payment Date, the excess of (x) the sum of (i) the aggregate Class Principal Amount of the Class A1, Class A2, Class M1 and Class M2 Notes, in each case after giving effect to distributions on such Payment Date and (ii) the Class Principal Amount of the Class B1 Notes immediately prior to such Payment Date over (y) the B1 Target Amount.

B1 Target Amount: With respect to any Payment Date, an amount equal to the lesser of (a) the product of (i) 98.00% and (ii) the Pool Balance for such Payment Date and (b) the excess of (i) the Pool Balance for such Payment Date over (ii) the greater of (1) the Overcollateralization Amount for the immediately preceding Payment Date and (2) 1.00% of the sum of (i) the Cut-off Date Balance and (ii) the Initial Pre-Funding Amount.

B1 Undercollateralization Payment Amount: With respect to any Payment Date will be equal to the amount, if any, by which (x) the sum of (i) the Senior Principal Payment Amount, (ii) the M1 Principal Payment Amount, (iii) the M2 Principal Payment Amount and (iv) B1 Principal Payment Amount exceeds (y) the Principal Payment Amount for such Payment Date.

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

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

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

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

Basis Risk Payment: With respect to any Payment Date, an amount equal to the sum of (i) any Basis Risk Shortfall for such Payment Date and (ii) any Unpaid Basis Risk Shortfalls from previous Payment Dates.

Basis Risk Shortfall: With respect to any Payment Date and any Class of LIBOR Notes, the amount by which the amount of interest calculated at the Note Interest Rate applicable to such Class for such date, determined without regard to the Net Funds Cap for such date but subject to a cap equal to the Maximum Interest Rate exceeds the amount of interest calculated at the Net Funds Cap.

Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in New York, New York or, if other than New York, the city in which the Corporate Trust Office of the Indenture Trustee is located, or the States of New York, Delaware, Minnesota or Maryland are authorized or obligated by law or executive order to be closed.

Capitalized Interest Account: The account created and maintained by the Indenture Trustee pursuant to Section 5.06.

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

Carryforward Interest: With respect to any Payment Date and each Class of Notes, the sum of (i) the excess of (x) the sum of (A) Current Interest for such Class for the immediately preceding Payment Date and (B) any unpaid Carryforward Interest for such Class from previous Payment Dates over (y) the amount distributed in respect of interest on such Class on such immediately preceding Payment Date and (ii) interest on such amount for the related Accrual Period at the applicable Note Interest Rate.

Certificate Account: The account maintained by the Administrator pursuant to Section 5.09.

Certificateholder: As defined in the Trust Agreement.

Civil Relief Act: The Soldiers' and Sailors' Civil Relief Act of 1940, as amended.

Class: All Notes bearing the same class designation.

Class A1 Percentage: With respect to any Payment Date, (i) on which the Class A1 and Class A2 Notes are outstanding will be equal to a fraction, expressed as a percentage, the numerator of which is the Principal Remittance Amount for Subgroup A1, and the denominator of which is the sum of Principal Remittance Amounts for both Subgroups on such Payment Date and (ii) on which the Class A2 Notes have been retired and thereafter will be 100%; provided, however, that such percentage will be 0% if the Class A1 Notes have been retired.

Class A2 Percentage: With respect to any Payment Date, (i) on which the Class A2 Notes are outstanding will equal the excess of 100% over the Class A1 Percentage for such Payment Date and (ii) on which the Class A2 Notes have been retired, zero.

Class B2 Interest Reserve Fund: The account maintained by the Indenture Trustee in accordance with the provisions of Section 5.08.

Class Principal Amount: With respect to each Class of Notes, the aggregate of the Note Principal Amounts of all Notes of such Class at the date of determination.

Closing Date: April 25, 2002.

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 4.07.

Collection Period: With respect to any Payment Date and Mortgage Loan, the period commencing on the second day of the month immediately preceding the month in which such Payment Date occurs and ending on the first day of the month in which such Payment Date occurs (or, in the case of an Ameriquest Serviced Loan, the period commencing on the second day of the second month immediately preceding the month in which such Payment Date occurs and ending on the first day of the month prior to the month in which such Payment Date occurs).

Compensating Interest Payment: With respect to any Payment Date, an amount equal to the amount, if any, by which (x) the aggregate amount of any Prepayment Interest Shortfalls with respect to such Payment Date exceeds (y) the aggregate amount actually paid by the Servicers in respect of such shortfalls; provided, that the Master Servicer shall not be obligated to pay any Prepayment Interest Shortfalls resulting from Principal Prepayments in part on any Mortgage Loan or Reserve Fund Mortgage Asset serviced by RFC, Aurora Loan Services Inc. or Meritech Mortgage Services, Inc. (or any successors thereto).

Consolidated Agreement: The Amended, Consolidated and Restated Agreement for Administration of Mortgage Loans, dated as of April 25, 2002, among Financial Asset Securitization, Inc., Dynex Securities Corporation, MERIT Securities Corporation, Dynex Capital, Inc., Xxxxx Fargo Bank Minnesota, National Association, JPMorgan Chase Bank, The Bank of New York and the Seller.

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

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

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

Cooperative Loan: Any Mortgage Loan or Reserve Fund Mortgage Asset 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 Indenture 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.

Cooperative Shares: None.

Corporate Trust Office: The principal corporate trust office of the Indenture Trustee at which, at any particular time, its corporate trust business shall be administered, which office at the date hereof is located at 000 Xxxx 00^xx Xxxxxx, 00^xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Institutional Trust Services/Structured Finance Services (SASCO 2002-9).

Current Interest: With respect to each Class of Notes and any Payment Date, the aggregate amount of interest accrued at the applicable Note Interest Rate during the related Accrual Period on the Class Principal Amount of such Class immediately prior to such Payment Date.

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

Custodial Agreement: Each custodial agreement attached as Exhibit F hereto, and any custodial agreement subsequently executed by the Indenture Trustee and acknowledged by the Master Servicer substantially in the form thereof.

Custodian: Each custodian appointed by the Indenture Trustee pursuant to a Custodial Agreement, and any successor thereto. The initial Custodians are JPMorgan Chase Bank and The Bank of New York.

Cut-off Date: April 1, 2002.

Cut-off Date Balance: With respect to the Initial Mortgage Loans, the Pool Balance as of the Cut-off Date.

Debt Service Reduction: With respect to any Mortgage Loan or Reserve Fund Mortgage Asset, 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 Amount: With respect to any Payment Date and each Note, the aggregate of Applied Loss Amounts previously applied in reduction of the Note Principal Amount thereof, less any amounts previously reimbursed in respect thereof.

Deficient Valuation: With respect to any Mortgage Loan, a valuation of the related Mortgaged Property by a court of competent jurisdiction in an amount less than the then outstanding principal balance of the Mortgage Loan, which valuation results from a proceeding initiated under the Bankruptcy Code.

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

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

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

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

Determination Date: With respect to each Payment Date, the 18th day of the month in which such Payment Date occurs, or, if such 18th day is not a Business Day, the next succeeding Business Day or, as to any Mortgage Loan or Reserve Fund Mortgage Asset, such other date specified in the related Servicing Agreement as the Determination Date or the date for making Advances.

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

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

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

(i)

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

(ii)

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

(iii)

repurchase agreements collateralized by Direct Obligations or securities guaranteed by GNMA, Xxxxxx Xxx 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 long-term credit rating categories of each Rating Agency; provided, however, that securities issued by any particular corporation will not be Eligible Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held as part of the Trust Estate to exceed 20% of the sum of the Pool Balance and the aggregate principal amount of all Eligible Investments in the Note Account; provided, further, that such securities will not be Eligible Investments if they are published as being under review with negative implications from any Rating Agency;

(v)

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

(vi)

a Qualified GIC;

(vii)

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

(viii)

any other demand, money market, common trust fund or time deposit or obligation, or interest-bearing or other security or investment (including those managed or advised by the Indenture Trustee or any Affiliate thereof), (A) rated in the highest rating category by each Rating Agency or (B) that would not adversely affect the then current rating assigned by each Rating Agency of any of the Notes. Such investments in this subsection (viii) may include money market mutual funds or common Trust Estates, including any fund for which JPMorgan Chase Bank (the "Bank") in its capacity other than as Indenture Trustee, the Master Servicer or an affiliate thereof serves as an investment advisor, administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (x) the Bank, the Indenture Trustee, the Master Servicer or any affiliate thereof charges and collects fees and expenses from such funds for services rendered, (y) the Bank, the Indenture Trustee, the Master Servicer or any affiliate thereof charges and collects fees and expenses for services rendered pursuant to this Agreement, and (z) services performed for such funds and pursuant to this Agreement may converge at any time. The Indenture Trustee specifically authorizes the Bank or an affiliate thereof to charge and collect from the Indenture Trustee such fees as are collected from all investors in such funds for services rendered to such funds (but not to exceed investment earnings thereon);

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

Entitlement Holder: The meaning specified in Section 8-102(a)(7) of the New York UCC.

Entitlement Order: The meaning specified in Section 8-102(a)(8) of the New York UCC (i.e., generally, orders directing the transfer or redemption of any Financial Asset).

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

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

Escrow Account: Any account with respect to tax and insurance escrow payments established and maintained by each Servicer pursuant to the related Servicing Agreement.

Event of Default: Any one of the conditions or circumstances enumerated in Section 6.01(a).

Xxxxxx Xxx: 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.

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

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

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

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

Fitch: Fitch Ratings, or any successor in interest

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

GEMICO: General Electric Mortgage Insurance Corporation, or any successor in interest.

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

Holder or Securityholder: The registered holder of any Note or Residual Interest Certificate as recorded on the books of the Note Registrar or the Certificate Registrar except that, solely for the purposes of taking any action or giving any consent pursuant to this Agreement, any Note or Residual Interest Certificate registered in the name of the Depositor, the Indenture Trustee 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 Indenture Trustee shall be protected in relying upon any such consent, only Notes and Residual Interest Certificates which a Responsible Officer of the Indenture Trustee knows to be so held shall be disregarded. The Indenture Trustee may request and conclusively rely on certifications by the Depositor in determining whether any Notes or Residual Interest Certificates are registered to an Affiliate of the Depositor.

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

Indenture: The Indenture dated as of April 1, 2002, between the Issuer and the Indenture Trustee, as such may be amended or supplemented from time to time.

Indenture Trustee: JPMorgan Chase Bank, not in its individual capacity but solely as Indenture Trustee, or any successor in interest.

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

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

Initial LIBOR Rate: 1.85%.

Initial Mortgage Loan: A Mortgage Loan that is conveyed to the Issuer pursuant to this Agreement on the Closing Date. The Initial Mortgage Loans subject to this Agreement are identified on the Mortgage Loan Schedule annexed hereto as Schedule A and have an aggregate Scheduled Principal Balance as of the Cut-off Date of $584,144,584.60.

Initial Pre-Funding Amount: The amount deposited by the Seller on the Closing Date into the Pre-Funding Account which is $11,127,876 and which may solely be used by the Indenture Trustee during the Pre-Funding Period to purchase Subsequent Mortgage Loans on behalf of the Issuer.

Initial Optional Purchase Date: The earlier to occur of (a) the Payment Date in April 2007 or (b) the Payment Date following the month in which the Pool Balance is less than 35.00% of the sum of (i) the Cut-off Date Balance and (ii) the Initial Pre-Funding Amount.

Insurance Fee Rate: With respect to each Mortgage Loan and Reserve Fund Mortgage Asset insured under a Mortgage Pool Insurance Policy, the per annum rate specified in the Mortgage Loan Schedule or Reserve Fund Mortgage Asset Schedule under the field "Insurance Fee Rate."

Insurance Policy: Any Mortgage Insurance Policy (whether obtained by the borrower, the lender, the originator, the Issuer or the Master Servicer), any standard hazard insurance policy, flood insurance policy, earthquake insurance policy or title insurance policy relating to the Mortgage Loans, the Reserve Fund Mortgage Assets or the Mortgaged Properties, in effect as of the Closing Date or thereafter during the term of this Agreement or any related Servicing Agreement.

Insurance Premium: With respect to each Payment Date and each Mortgage Loan covered by a Mortgage Pool Insurance Policy, the product of (a) one-twelfth of the applicable Insurance Fee Rate and (b) the Scheduled Principal Balance of such Mortgage Loan as of the first day of the related Collection Period.

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

Interest Remittance Amount: With respect to any Payment Date and with respect to all of the Mortgage Loans, (a) the sum of (1) all interest collected (other than Payaheads and Prepayment Premiums) or advanced in respect of Scheduled Payments on the Mortgage Loans during the related Collection Period by the Servicers or the Master Servicer, minus (w) the Insurance Premiums, (x) the Servicing Fee and the Master Servicing Fee with respect to such Mortgage Loans and (y) previously unreimbursed Advances due to the Servicers or the Master Servicer to the extent allocable to interest and the allocable portion of previously unreimbursed Servicing Advances with respect to the Mortgage Loans, (2) any Compensating Interest Payments with respect to the related Prepayment Period with respect to the Mortgage Loans, (3) the portion of any Purchase Price or Substitution Amount paid with respect to the Mortgage Loans during the related Prepayment Period allocable to interest, and (4) all Net Liquidation Proceeds, Insurance Proceeds and any other recoveries collected with respect to the Mortgage Loans during the related Prepayment Period, to the extent allocable to interest, as reduced by (b) other costs, expenses or liabilities reimbursable to the Indenture Trustee, the Administrator, the Custodians, the Master Servicer and each Servicer to the extent provided in this Agreement, the Indenture, the Administration Agreement, the Custodial Agreements and each Servicing Agreement; provided, however, that in the case of the Master Servicer, such reimbursable amounts may not exceed $300,000 during any Anniversary Year and with respect to the Indenture Trustee, the Administrator and the Custodians, such reimbursable amounts may not exceed $200,000 in the aggregate during any Anniversary Year. With respect to any Payment Date and with respect to each Subgroup, the amounts calculated in accordance with the preceding sentence but only with respect to the Mortgage Loans in the related Subgroup and any costs pursuant to clause (b) allocated proportionately. In the event that the Master Servicer, the Indenture Trustee, the Administrator or the Custodians incur reimbursable amounts in excess of the amounts set forth in the preceding sentence, they may seek reimbursement for such amounts in subsequent Anniversary Years, but in no event shall more than the amounts set forth in the preceding sentence be reimbursed to the Master Servicer, the Indenture Trustee, the Administrator or the Custodians per Anniversary Year. Notwithstanding the foregoing, costs and expenses incurred by the Master Servicer pursuant to Section 4.10(a) in connection with any transfer of servicing shall be excluded from the $300,000 per Anniversary Year limit on reimbursable amounts. For the first Payment Date, the Interest Remittance Amount will include the Ameriquest Interest Amount deposited in the Note Account by the Seller on the Closing Date. For each Payment Date up to and including the Payment Date in July 2002, the Interest Remittance Amount will include amounts distributable from the Capitalized Interest Account in an amount equal to the Capitalized Interest Requirement for such Payment Date.

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

LIBOR: With respect to the first Accrual Period, the Initial LIBOR Rate. With respect to each subsequent Accrual Period, a per annum rate determined on the LIBOR Determination Date in the following manner by the Master Servicer on the basis of the "Interest Settlement Rate" set by the British Bankers' Association (the "BBA") for one-month United States dollar deposits, as such rates appear on the Telerate Page 3750, as of 11:00 a.m. (London time) on such LIBOR Determination Date.

(a)

If on such a LIBOR Determination Date, the BBA's Interest Settlement Rate does not appear on the Telerate Page 3750 as of 11:00 a.m. (London time), or if the Telerate Page 3750 is not available on such date, the Master Servicer will obtain such rate from Reuters' "page LIBOR 01" or Bloomberg's page "BBAM". If such rate is not published for such LIBOR Determination Date, LIBOR for such date will be the most recently published Interest Settlement Rate. In the event that the BBA no longer sets an Interest Settlement Rate, the Master Servicer will designate an alternative index that has performed, or that the Master Servicer expects to perform, in a manner substantially similar to the BBA's Interest Settlement Rate.

(b)

The establishment of LIBOR by the Master Servicer and the Master Servicer's subsequent calculation of the Note Interest Rate applicable to the LIBOR Notes for the relevant Accrual Period, in the absence of manifest error, will be final and binding.

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

LIBOR Note: Any Class A1, Class A2, Class M1, Class M2 and Class B1 Note.

LIBOR Determination Date: The second LIBOR Business Day immediately preceding the commencement of each Accrual Period for any LIBOR Notes.

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

Liquidation Expenses: Expenses that are incurred by the Master Servicer or a Servicer in connection with the liquidation of any defaulted Mortgage Loan or Reserve Fund Mortgage Asset and are not recoverable under the applicable Mortgage Insurance Policy, if any, including, without limitation, foreclosure and rehabilitation expenses, legal expenses and unreimbursed amounts, if any, expended pursuant to Sections 4.06, 4.18 or 4.23.

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

M1 Principal Payment Amount: With respect to any Payment Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Payment Date, the excess of (x) the sum of (i) the Class Principal Amount of the Class A1 and Class A2 Notes, in each case after giving effect to distributions on such Payment Date and (ii) the Class Principal Amount of the Class M1 Notes immediately prior to such Payment Date over (y) the M1 Target Amount.

M1 Target Amount: With respect to any Payment Date, an amount equal to the lesser of (a) the product of (i) 94.50% and (ii) the Pool Balance for such Payment Date and (b) the excess of (i) the Pool Balance for such Payment Date over (ii) the greater of (1) the Overcollateralization Amount for the immediately preceding Payment Date and (2) 1.00% of the sum of (i) the Cut-off Date Balance and (ii) the Initial Pre-Funding Amount.

M1 Undercollateralization Payment Amount: With respect to any Payment Date will be equal to the excess of (x) the sum of (i) the Senior Principal Payment Amount and (ii) the M1 Principal Payment Amount for such Payment Date over (y) the Principal Payment Amount for such Payment Date.

M2 Principal Payment Amount: With respect to any Payment Date on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Payment Date, the excess of (x) the sum of (i) the aggregate Class Principal Amount of the Class A1, Class A2 and Class M1 Notes, in each case after giving effect to distributions on such Payment Date and (ii) the Class Principal Amount of the Class M2 Notes immediately prior to such Payment Date over (y) the M2 Target Amount.

M2 Target Amount: With respect to any Payment Date, an amount equal to the lesser of (a) the product of (i) 96.50% and (ii) the Pool Balance for such Payment Date and (b) the excess of (i) the Pool Balance for such Payment Date over (ii) the greater of (1) the Overcollateralization Amount for the immediately preceding Payment Date and (2) 1.00% of the sum of (i) the Cut-off Date Balance and (ii) the Initial Pre-Funding Amount.

M2 Undercollateralization Payment Amount: With respect to any Payment Date will be equal to the amount, if any, by which (x) the sum of (i) the Senior Principal Payment Amount, (ii) the M1 Principal Payment Amount and (iii) the M2 Principal Payment Amount for such Payment Date exceeds (y) the Principal Payment Amount for such Payment Date.

Majority Securityholders: Until such time as the sum of the Class Principal Amounts of all Classes of Notes has been reduced to zero, the holder or holders of in excess of 50% of the aggregate Class Principal Amount of all Classes of Notes (accordingly, the holder of the Residual Interest Certificate shall be excluded from any rights or actions of the Majority Securityholders during such period); and thereafter, the holder of the Residual Interest Certificate.

Master Servicer: Xxxxx Fargo Bank Minnesota, National Association, 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 Payment Date and each Mortgage Loan or Reserve Fund Mortgage Asset, an amount equal to the product of one-twelfth of the Master Servicing Fee Rate and the sum of (i) the aggregate Scheduled Principal Balances of the Mortgage Loans and Reserve Fund Mortgage Assets as of the first day of the related Collection Period and (ii) the Pre-Funding Amount as of the first day of the related Collection Period.

Master Servicing Fee Rate: 0.025% per annum.

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

Maturity Date: With respect to any Class of Notes, the Payment Date in October 2027.

Maximum Interest Rate: The Maximum Interest Rate with respect to any Payment Date will be an annual rate equal to the amount, if any, by which (1) the weighted average of the maximum lifetime Mortgage Rates, as specified in the related Mortgage Notes for the Adjustable Rate Mortgage Loans and the Fixed Mortgage Rate for the Fixed Rate Mortgage Loans, exceeds (2) the weighted average of the Aggregate Expense Rates on the Mortgage Loans.

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

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

Minimum Overcollateralization Amount: With respect to any Payment Date will be equal to (x) prior to the Payment Date in May 2003, zero and (y) thereafter, the product of (i) 0.25% and (ii) the sum of (A) the Cut-off Date Balance and (B) the Initial Pre-Funding Amount.

Monthly Excess Cashflow: With respect to any Payment Date, the sum of (x) Monthly Excess Interest and (y) the Aggregate Overcollateralization Release Amount for such date.

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

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

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

Mortgage Insurance Policy: Any mortgage guaranty insurance, if any, on an individual Mortgage Loan, including any Mortgage Pool Insurance Policy, as evidenced by a policy or certificate, whether such policy is obtained by the originator, the lender, the borrower or the Master Servicer.

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 Indenture Trustee for the benefit of Securityholders pursuant to Section 2.01 or Section 3.04, including without limitation, each Mortgage Loan listed on the Mortgage Loan Schedule, as amended from time to time.

Mortgage Loan Sale Agreement: The mortgage loan sale and assignment agreement, dated as of April 1, 2002, for the sale of the Mortgage Loans by the Seller to the Depositor.

Mortgage Loan Schedule: The schedule attached hereto as Schedule A, which shall identify each Mortgage Loan, as such schedule may be amended from time to time to reflect the addition of Mortgage Loans (including the addition of any Subsequent Mortgage Loans) to, or the deletion of Mortgage Loans from, the Trust Estate. Such schedule shall, among other things (i) designate the Servicer servicing such Mortgage Loan and the applicable Servicing Fee Rate; (ii) designate the Custodian with respect to the Mortgage File related to such Mortgage Loan; (iii) where applicable, indicate whether such Mortgage Loan is covered by a Mortgage Pool Insurance Policy and the applicable Mortgage Pool Insurer and the Insurance Fee Rate and (iv) indicate whether the Mortgage Loan is in Subgroup A1 or Subgroup A2, as applicable. The Depositor shall be responsible for providing the Indenture Trustee and the Master Servicer with all amendments to the Mortgage Loan Schedule.

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

Mortgage Pool Insurance Policy: Each of the GEMICO Mortgage Pool Insurance Policy (No. 2175) and the PMICO Mortgage Pool Insurance Policy (No. 22-402) and any related endorsements, commitments and assignments covering the Mortgage Loans and Reserve Fund Mortgage Assets as indicated on the Mortgage Loan Schedule or the Reserve Fund Mortgage Asset Schedule.

Mortgage Pool Insurers: Each of GEMICO and PMICO.

Mortgage Rate: As to any Mortgage Loan or Reserve Fund Mortgage Asset, the per annum rate at which interest accrues on such Mortgage Loan or Reserve Fund Mortgage Asset, as determined under the related Mortgage Note as reduced by the applications of the Civil Relief Act.

Mortgaged Property: 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 or Reserve Fund Mortgage Asset proceeds.

Mortgagor: The obligor on a Mortgage Note.

Net Funds Cap: With respect to any Payment Date and each Class of Senior Notes, will be an annual rate equal to (a) a fraction, expressed as a percentage, the numerator of which is the product of (1) the Optimal Interest Remittance Amount for Subgroup A1 (in the case of the Class A1 Notes) and for Subgroup A2 (in the case of the Class A2 Notes) for such Payment Date and (2) 12, and the denominator of which is the Pool Balance of the related Subgroup for the immediately preceding Payment Date, multiplied by (b) a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the Accrual Period related to such Payment Date. With respect to each Payment Date and the Subordinate Notes, will be an annual rate equal to a fraction, expressed as a percentage, the numerator of which is the greater of (a) zero and (b) the sum of (i) the product of (1) the weighted average of the Net Mortgage Rates in Subgroup A1 and (2) the excess, if any, of the Pool Balance of Subgroup A1 at the beginning of the related Collection Period over the Class Principal Amount of the Class A1 Notes and (ii) the product of (1) the weighted average of the Net Mortgage Rates in Subgroup A2 and (2) the excess, if any, of the Pool Balance of Subgroup A2 at the beginning of the related Collection Period over the Class Principal Amount of the Class A2 Notes, and the denominator of which is the sum of the amounts in clauses (b)(i)(2) and (b)(ii)(2).

Net Liquidation Proceeds: With respect to any Liquidated Mortgage Loan, the related Liquidation Proceeds net of (i) unreimbursed expenses and (ii) any unreimbursed Advances, if any, received and retained in connection with the liquidation of such Mortgage Loan.

Net Mortgage Rate: With respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the Aggregate Expense Rate for such Mortgage Loan.

Net Prepayment Interest Shortfall: With respect to any Master Servicer Remittance Date, the excess, if any, of any Prepayment Interest Shortfalls with respect to the Mortgage Loans and Reserve Fund Mortgage Assets for such date over any amounts paid with respect to such shortfalls by the Servicers or the Master Servicer pursuant to the Servicing Agreements or this Agreement.

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

Non-MERS Mortgage Loan: Any Mortgage Loan or Reserve Fund Mortgage Asset other than a MERS Mortgage Loan.

Note Account: The account maintained by the Indenture Trustee pursuant to Section 5.02.

Noteholder: As defined in the Indenture.

Note Interest Rate: With respect to each Class of Notes and any Payment Date, the applicable per annum rate set forth below:

Class	Note Interest Rate
A	The Note Interest Rate with respect to any Payment Date (and the related Accrual Period) for the Class A1 Notes is the per annum rate equal to the lesser of (i) LIBOR plus 0.30% and (ii) the Net Funds Cap for such Payment Date; provided, that if such Class is not redeemed (or required to be tendered) pursuant to Section 7.02 on the Initial Optional Purchase Date, then with respect to each subsequent Payment Date the per annum rate calculated pursuant to clause (i) above with respect to the Class A1 Notes will be LIBOR plus 0.60%.
A2	The Note Interest Rate with respect to any Payment Date (and the related Accrual Period) for the Class A2 Notes is the per annum rate equal to the lesser of (i) LIBOR plus 0.30% and (ii) the Net Funds Cap for such Payment Date; provided, that if such Class is not redeemed (or required to be tendered) pursuant to Section 7.02 on the Initial Optional Purchase Date, then with respect to each subsequent Payment Date the per annum rate calculated pursuant to clause (i) above with respect to the Class A2 Notes will be LIBOR plus 0.60%.
M1	The Note Interest Rate with respect to any Payment Date (and the related Accrual Period) for the Class M1 Notes is the per annum rate equal to the lesser of (i) LIBOR plus 0.65% and (ii) the Net Funds Cap for such Payment Date; provided, that if such Class is not redeemed (or required to be tendered) pursuant to Section 7.02 on the Initial Optional Purchase Date, then with respect to each subsequent Payment Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M1 Notes will be LIBOR plus 0.975%.
M2	The Note Interest Rate with respect to any Payment Date (and the related Accrual Period) for the Class M2 Notes is the per annum rate equal to the lesser of (i) LIBOR plus 1.15% and (ii) the Net Funds Cap for such Payment Date; provided, that if such Class is not redeemed (or required to be tendered) pursuant to Section 7.02 on the Initial Optional Purchase Date, then with respect to each subsequent Payment Date the per annum rate calculated pursuant to clause (i) above with respect to the Class M2 Notes will be LIBOR plus 1.725%.
B1	The Note Interest Rate with respect to any Payment Date (and the related Accrual Period) for the Class B1 Notes is the per annum rate equal to the lesser of (i) LIBOR plus 1.65% and (ii) the Net Funds Cap for such Payment Date; provided, that if such Class is not redeemed (or required to be tendered) pursuant to Section 7.02 on the Initial Optional Purchase Date, then with respect to each subsequent Payment Date the per annum rate calculated pursuant to clause (i) above with respect to the Class B1 Notes will be LIBOR plus 2.475%.
B2	9.00%.

Note Owner: As defined in the Indenture.

Note Principal Amount: With respect to any Notes, the initial Note Principal Amount thereof on the Closing Date, less the amount of all principal distributions previously distributed with respect to such Note and, in the case of the Subordinate Notes, any Applied Loss Amount previously allocated to such Note.

Note Register and Note Registrar: As defined in the Indenture.

Offering Document: The Prospectus.

Officer's Certificate: A certificate signed by the Chairman of the Board, any Vice Chairman, the President, any Vice President or any Assistant Vice President of a Person.

Operative Agreements: The Trust Agreement, the Certificate of Trust of the Issuer, this Agreement, the Mortgage Loan Sale Agreement, the Indenture, the Administration Agreement, the Consolidated Agreement, the Assignment and Assumption Agreements, the Custodial Agreements, the Residual Interest Certificate, the Notes and each other document contemplated by any of the foregoing to which the Depositor, the Owner Trustee, the Administrator, the Indenture Trustee or the Issuer is a party.

Opinion of Counsel: A written opinion of counsel, reasonably acceptable in form and substance to the Indenture Trustee and the Issuer, and who may be in-house or outside counsel to the Depositor, the Master Servicer, the Indenture Trustee or the Issuer but which must be Independent outside counsel with respect to any such opinion of counsel concerning federal income tax matters.

Optimal Interest Remittance Amount: With respect to each Payment Date and each Subgroup, an amount equal to the product of (a) (I) the weighted average of the Net Mortgage Rates on the Mortgage Loans in the related Subgroup as of the first day of the related Collection Period divided by (II) 12 multiplied by (b) the Pool Balance of such Subgroup for the immediately preceding Payment Date.

Original Capitalized Interest Amount: $200,719.

Original Loan-to-Value Ratio: With respect to any Mortgage Loan or Reserve Fund Mortgage Asset, the ratio of the principal balance of such Mortgage Loan or Reserve Fund Mortgage Asset at origination, or such other date as is specified, to the Original Value of the related Mortgaged Property.

Original Value: The lesser of (a) the Appraised Value of a Mortgaged Property at the time the related Mortgage Loan or Reserve Fund Mortgage Asset was originated and (b) if the Mortgage Loan or Reserve Fund Mortgage Asset 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 or Reserve Fund Mortgage Asset was originated.

Overcollateralization Amount: With respect to any Payment Date, the excess of (x) the Pool Balance for such Payment Date over (y) the aggregate Class Principal Amount of the LIBOR Notes after giving effect to distributions on such Payment Date.

Overcollateralization Deficiency: With respect to any Payment Date, the excess of (x) the Targeted Overcollateralization Amount for such Payment Date over (y) the Overcollateralization Amount for such Payment Date, calculated for this purpose after giving effect to the reduction on such Payment Date of the Note Principal Amounts of the Notes resulting from the distribution of the Principal Remittance Amount on such Payment Date, but prior to allocation of any Applied Loss Amount on such Payment Date.

Owner Trustee: Wilmington Trust Company, a Delaware banking corporation, and any successor in interest, not in its individual capacity, but solely as owner trustee under the Trust Agreement.

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

Payment Date: The 25th day of each month or, if such 25th day is not a Business Day, the next succeeding Business Day, commencing in May 2002.

Percentage Interest: With respect to any Security, the Percentage Interest evidenced thereby shall equal (1) in the case of the Residual Interest Certificate, the Percentage Interest on the face of such certificate or (ii) in the case of any Note, the initial Note Principal Amount thereof divided by the initial Class Principal Amount of all Notes of the same Class.

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.

PMICO: PMI Mortgage Insurance Co. and its successors and assigns.

Pool Balance: As of any Payment Date and with respect to all of the Mortgage Loans, the sum of (i) the aggregate of the Scheduled Principal Balance of all the Mortgage Loans at the end of the immediately preceding Prepayment Period and (ii) during the Pre-Funding Period, any amount of the Pre-Funding Amount which has not been previously applied towards the purchase of Subsequent Mortgage Loans. As of any Payment Date and with respect to each Subgroup, the amounts calculated in accordance with the preceding sentence but only with respect to the Mortgage Loans in the related Subgroup and the Pre-Funding Amount allocated proportionately.

Pre-Funding Account: The account established and maintained by the Indenture Trustee pursuant to Section 5.05 hereof.

Pre-Funding Amount: As of any date of determination, the balance of funds on deposit in the Pre-Funding Account, exclusive of investment earnings thereon.

Pre-Funding Period: The period beginning on the Closing Date and ending on July 25, 2002.

Prepayment Interest Excess Amount: With respect to any full or partial Principal Prepayment of a Mortgage Loan, the difference between (i) the amount of interest actually received with respect to such Mortgage Loan at the time of such Principal Prepayment and (ii) one full month's interest at the applicable Mortgage Rate (giving effect to any applicable Relief Act Reduction) (and in the case of Principal Prepayments in full, as reduced by the Servicing Fee Rate for Principal Prepayments in full only) on the outstanding principal balance of such Mortgage Loan immediately prior to such prepayment.

Prepayment Interest Shortfall: With respect to any full or partial Principal Prepayment of a Mortgage Loan or Reserve Fund Mortgage Asset received by a Servicer in the prior calendar month and not included in the prior remittance, the excess, if any, of (i) one full month's interest at the applicable Mortgage Rate (as reduced by the Servicing Fee or the Master Servicing Fee, as applicable, in the case of Principal Prepayments in full), on the outstanding principal balance of such Mortgage Loan or Reserve Fund Mortgage Asset immediately prior to such prepayment over (ii) the amount of interest actually received by the related Servicer with respect to such Mortgage Loan or Reserve Fund Mortgage Asset in connection with such Principal Prepayment.

Prepayment Period: With respect to each Mortgage Loan or Reserve Fund Mortgage Asset, the prepayment period set forth in the related Servicing Agreement (or, in the case of any Ameriquest Serviced Loan, the period beginning on the 20th day of the second month preceding the related Payment Date and ending on the 19th day of the month preceding the related Payment Date).

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

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

Principal Payment Amount: With respect to any Payment Date, an amount equal to the Principal Remittance Amount for such date minus the Aggregate Overcollateralization Release Amount, if any, for such Payment Date.

Principal Prepayment: Any Mortgagor payment of principal (other than a Balloon Payment) or other recovery of principal on a Mortgage Loan or Reserve Fund Mortgage Asset 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 or Reserve Fund Mortgage Asset in accordance with the terms of the Mortgage Note or the Servicing Agreement.

Principal Remittance Amount: With respect to any Payment Date and with respect to all of the Mortgage Loans, (a) the sum of (i) all principal collected (other than Payaheads) or advanced in respect of Scheduled Payments on the Mortgage Loans during the related Collection Period whether by a Servicer or the Master Servicer (less unreimbursed Advances due to the Master Servicer or any Servicer with respect to the related Mortgage Loans, to the extent allocable to principal), (ii) all Principal Prepayments in full or in part received (or deemed by the Master Servicer to have been received) during the related Prepayment Period on the Mortgage Loans, (iii) the outstanding principal balance of each Mortgage Loan that was purchased from the Trust Estate, during the related Prepayment Period, (iv) the portion of any Substitution Amount paid with respect to any Deleted Mortgage Loan relating to a Mortgage Loan during the related Prepayment Period allocable to principal, and (v) all Net Liquidation Proceeds, Insurance Proceeds and other recoveries collected with respect to such Mortgage Loans during the related Prepayment Period, to the extent allocable to principal, as reduced by (b) other costs, expenses or liabilities reimbursable to the Indenture Trustee, the Custodians, the Administrator, the Master Servicer and each Servicer to the extent provided in this Agreement, the Indenture, the Custodial Agreements and each Servicing Agreement and to the extent the Interest Remittance Amount is less than amounts reimbursable to such parties and not reimbursed from the Interest Remittance Amount, or otherwise. With respect to any Payment Date and with respect to each Subgroup, the amounts calculated in accordance with the preceding sentence but only with respect to the Mortgage Loans in the related Subgroup and any costs pursuant to clause (b) allocated proportionately.

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

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

Prospectus: The prospectus supplement dated April 25, 2002, together with the accompanying prospectus dated March 22, 2002, relating to the Class A1, Class A2, Class M1, Class M2, Class B1 and Class B2 Notes.

Purchase Price: With respect to the purchase of a Mortgage Loan, a Reserve Fund Mortgage Asset or related REO Property pursuant to this Agreement, an amount equal to the sum of (a) 100% of the unpaid principal balance of such Mortgage Loan or Reserve Fund Mortgage Asset, (b) accrued interest thereon at the applicable Mortgage Rate, from the date as to which interest was last paid to (but not including) the Due Date in the Collection Period immediately preceding the related Payment Date; (c) the fair market value of all other property being purchased. The Master Servicer, each Servicer (or the Indenture Trustee, if applicable) shall be reimbursed from the Purchase Price for any Mortgage Loan or Reserve Fund Mortgage Asset or related REO Property for any Advances made or other amounts advanced with respect to such Mortgage Loan or Reserve Fund Mortgage Asset that are reimbursable to the Master Servicer or such Servicer under this Agreement or the Servicing Agreement, together with any accrued and unpaid compensation due to the Master Servicer, any Servicer or the Indenture Trustee hereunder or thereunder.

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

(i)

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

(ii)

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

(iii)

provide that if at any time the then current credit standing of the obligor under such guaranteed investment contract is such that continued investment pursuant to such contract of funds would result in a downgrading of any rating of the Notes, the Indenture 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 Indenture Trustee;

(iv)

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

(v)

provide that the funds reinvested thereunder and accrued interest thereon be returnable to the Collection Account or the Note Account, as the case may be, not later than the Business Day prior to any Payment 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 Notes.

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

Rating Agency: Each of Xxxxx'x and S&P.

Realized Loss: With respect to each Liquidated Mortgage Loan, an amount equal to (i) the unpaid principal balance of such Mortgage Loan as of the date of liquidation, minus (ii) Liquidation Proceeds received, to the extent allocable to principal, net of amounts that are reimbursable therefrom to the Master Servicer or any Servicer with respect to such Mortgage Loan (other than Advances of principal) including expenses of liquidation. In determining whether a Realized Loss is a Realized Loss of principal, Liquidation Proceeds shall be allocated, first, to payment of expenses related to such Liquidated Mortgage Loan, then to accrued unpaid interest and finally to reduce the principal balance of the Mortgage Loan or Reserve Fund Mortgage Asset.

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

Record Date: With respect to the LIBOR Notes and any Payment Date, the close of business on the Business Day immediately preceding such Payment Date. With respect to the Residual Interest Certificates and the Class B2 Notes and any Payment Date, the last Business Day of the month immediately preceding the month in which the Payment Date occurs (or, in the case of the first Payment Date, the Closing Date).

Redemption Price: As defined in the Indenture.

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

REO Property: A Mortgaged Property acquired by the Master Servicer or any Servicer through foreclosure or deed-in-lieu of foreclosure in connection with a defaulted Mortgage Loan or Reserve Fund Mortgage Asset.

Required Class B2 Interest Reserve Fund Balance: With respect to any Payment Date, an amount equal to two months' interest on the Class Principal Amount of the Class B2 Notes as of the day immediately preceding such Payment Date.

Required Class B2 Interest Reserve Fund Deposit: With respect to any Payment Date, an amount equal to the amount necessary to cause the amount on deposit in the Class B2 Interest Reserve Fund to equal the Required Class B2 Interest Reserve Fund Balance for such Payment Date.

Reserve Fund: The account created and maintained by the Indenture Trustee pursuant to Section 5.07.

Reserve Fund Amount: As defined in Section 5.07.

Reserve Fund Mortgage Asset: The REO Properties or 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 Indenture Trustee for the benefit of Securityholders pursuant to Section 2.01 or Section 3.04, including without limitation, each Reserve Fund Mortgage Asset listed on the Reserve Fund Mortgage Asset Schedule, as amended from time to time.

Reserve Fund Mortgage Asset Schedule: The schedule attached hereto as Schedule B, which shall identify each Reserve Fund Mortgage Asset, as such schedule may be amended from time to time to reflect the deletion of Reserve Fund Mortgage Assets from the Trust Estate. Such schedule shall, among other things (i) designate the Servicer servicing such Mortgage Loan and the applicable Servicing Fee Rate; (ii) designate the Custodian with respect to the Mortgage File related to such Reserve Fund Mortgage Asset; and (iii) where applicable, indicate whether such Mortgage Loan is covered by a Mortgage Pool Insurance Policy and the applicable Mortgage Pool Insurer and the Insurance Fee Rate.

Residual Interest Certificate: Any residual interest certificate evidencing the ownership interest in the Issuer, substantially in the form attached as part of Exhibit A of the Trust Agreement.

Responsible Officer: Any Vice President, any Assistant Vice President, any Assistant Secretary, any Assistant Treasurer, any Corporate Trust officer or any other officer of the Indenture Trustee customarily performing functions similar to those performed by any of the above-designated officers and, in each case, having direct responsibility for the administration of the Operative Agreements and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer's knowledge of and familiarity with the particular subject.

RFC: Residential Funding Corporation or any successor thereto.

RFC Serviced Loans: The Mortgaged Loans serviced by RFC pursuant to either the Sale and Servicing Agreement (Adjustable Rate Mortgage Loans, Series 1997-WH11), dated as of September 30, 1997, by and between RFC and Dynex Capital, Inc. or the Sale and Servicing Agreement (Adjustable Rate Mortgage Loans, Series 1997-WH15), dated as of November 25, 1997, by and between RFC and Dynex Capital, Inc., in each case including any amendments thereto.

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

S&P: Standard & Poor's Rating Services, a division of The XxXxxx-Xxxx 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 or Reserve Fund Mortgage Asset, 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 or Reserve Fund Mortgage Asset if such Mortgage Loan or Reserve Fund Mortgage Asset had remained in existence.

Scheduled Principal Balance: With respect to (i) any Mortgage Loan or Reserve Fund Mortgage Asset as of any Payment Date, the principal balance of such Mortgage Loan or Reserve Fund Mortgage Asset at the close of business on the Cut-off Date or Subsequent Cut-off Date, as applicable, after giving effect to principal payments due on or before the Cut-off Date or Subsequent Cut-off Date, as applicable, whether or not received, less an amount equal to principal payments due after the Cut-off Date or Subsequent Cut-off Date, as applicable, and on or before the Due Date in the related Collection Period, whether or not received from the Mortgagor or advanced by any Servicer or the Master Servicer, and all amounts allocable to unscheduled principal payments (including Principal Prepayments, Liquidation Proceeds, Insurance Proceeds and condemnation proceeds, in each case to the extent identified and applied prior to or during the related Prepayment Period) and (ii) any REO Property as of any Payment Date, the Scheduled Principal Balance of the related Mortgage Loan or Reserve Fund Mortgage Asset on the Due Date immediately preceding the date of acquisition of such REO Property by or on behalf of the Indenture Trustee (reduced by any amount applied as a reduction of principal on the Mortgage Loan or Reserve Fund Mortgage Asset). As of the Cut-off Date, the Initial Mortgage Loans had an aggregate Scheduled Principal Balance of $584,144,584.60 and the Reserve Fund Mortgage Assets had an aggregate Scheduled Principal Balance of $6,921,473.54.

Securities: Any Note or Residual Interest Certificate.

Securities Intermediary: The Person acting as Securities Intermediary under this Agreement (which is JPMorgan Chase Bank), its successor in interest, and any successor Securities Intermediary appointed pursuant to Section 5.10.

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

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

Securityholders: The Noteholders and the Certificateholders.

Seller: MERIT Securities Corporation, a Virginia corporation, or any successor in interest.

Senior Note: Any Class A1 or Class A2 Note.

Senior Enhancement Percentage: With respect to any Payment Date, the fraction, expressed as a percentage, the numerator of which is the sum of the aggregate Class Principal Amounts of the Class M1, Class M2 and Class B1 Notes and the Overcollateralization Amount (which amount, for purposes of this definition only, shall not be less than zero and assuming for purposes of this definition that the Principal Payment Amount has been distributed on such Payment Date and no Trigger Event has occurred) and the denominator of which is the Pool Balance for such Payment Date, in each case after giving effect to distributions or such Payment Date.

Senior Principal Payment Amount: For any Payment Date (a) prior to the Stepdown Date or if a Trigger Event is in effect with respect to such Payment Date, an amount equal to 100% of the Principal Payment Amount and (b) on or after the Stepdown Date and as long as a Trigger Event is not in effect with respect to such Payment Date, the excess of (x) the Class Principal Amount of the Class A1 and Class A2 Notes immediately prior to such Payment Date over (y) the Senior Target Amount.

Senior Target Amount: With respect to each Payment Date, an amount equal to the lesser of (a) the product of (i) 92.00% and (ii) the Pool Balance for such Payment Date and (b) the excess of (i) the Pool Balance for such Payment Date over (ii) the greater of (1) the Overcollateralization Amount for the immediately preceding Payment Date and (2) 1.00% of the sum of (i) the Cut-off Date Balance and (ii) the Initial Pre-Funding Amount.

Senior Undercollateralization Payment Amount: With respect to any Payment Date will be equal to the amount, if any, by which (x) the Senior Principal Payment Amount for such Payment Date exceeds (y) the Principal Payment Amount for such Payment Date.

Servicer Remittance Date: The day in each calendar month on which each Servicer is required to remit payments to the Collection Account, as specified in the related Servicing Agreement, which is no later than the 22nd day of each calendar month (or, if such 22nd day is not a Business Day, the next succeeding Business Day).

Servicers: The servicers listed on Exhibit D or any successors in interest.

Servicing Agreement: Each Servicing Agreement listed on Exhibit C and any other servicing agreement entered into between a successor servicer and the Seller or Issuer pursuant to the terms of this Agreement.

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

Servicing Fee Rate: With respect to each Mortgage Loan, the rate specified in the related Servicing Agreement and as set forth on the Mortgage Loan Schedule or the Reserve Fund Mortgage Asset Schedule, as applicable.

Stepdown Date: The later to occur of (x) the Payment Date in May 2005 and (y) the first Payment Date on which the Senior Enhancement Percentage (calculated for this purpose after giving effect to payments or other recoveries in respect of the Mortgage Loans during the related Collection Period but before giving effect to distributions on the Notes on such Payment Date) is greater than to equal to 8.00%.

Subgroup: Either Subgroup A1 or Subgroup A2, as applicable.

Subgroup A1: The Mortgage Loans identified as Subgroup A1 Mortgage Loans on the Mortgage Loan Schedule.

Subgroup A2: The Mortgage Loans identified as subgroup A2 Mortgage Loans on the Mortgage Loan Schedule.

Subordinate Note: Any Class M1, Class M2 or Class B1 Note.

Subsequent Cut-off Date: The date specified as the cut-off date with respect to a Subsequent Mortgage Loan in the Transfer Supplement.

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

Substitution Amount: The amount, if any, by which the Scheduled Principal Balance of a Deleted Mortgage Loan exceeds the Scheduled Principal Balance of the related Qualifying Substitute Mortgage Loan, or aggregate Scheduled Principal Balance, if applicable, plus unpaid interest thereon, and any related unpaid Advances or Servicing Advances or unpaid Servicing Fees.

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

Targeted Overcollateralization Amount: With respect to any Payment Date, the lesser of (i) 100% of the Pool Balance and (ii) the greater of (a) 1.00% of the sum of (A) the Cut-off Date Balance and the Initial Pre-Funding Amount and (b) the Overcollateralization Amount for the immediately preceding Payment Date.

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

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

Total Distribution Amount: With respect to any Payment Date, the sum of (i) the Interest Remittance Amount for such date and (ii) the Principal Remittance Amount for such date.

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

Transfer Price: With respect to any Subsequent Mortgage Loan, the price specified in the Transfer Supplement which shall be no less than the outstanding principal balance of the Mortgage Loan as increased by any amount of principal and interest received on such Mortgage Loans from and after the Subsequent Cut-off Date specified in the Transfer Supplement.

Transfer Supplement: Any Transfer Supplement entered into by the Seller and the Depositor in the form attached as Schedule IV to the Mortgage Loan Sale Agreement.

Trigger Event: A Trigger Event will have occurred with respect to any Payment Date if the Rolling Three Month Delinquency Rate as of the last day of the immediately preceding Collection Period equals or exceeds 70.00% of the Senior Enhancement Percentage for such Payment Date.

Trust Account Property: The Trust Accounts, the Certificate Account, all amounts and investments held from time to time in the Trust Accounts and the Certificate Account (whether in the form of deposit accounts, physical property, book-entry securities, uncertificated securities, securities entitlements, investment property or otherwise) and all proceeds of the foregoing.

Trust Accounts: The Note Account, the Pre-Funding Account, the Capitalized Interest Account, the Reserve Fund and the Class B2 Interest Reserve Fund.

Trust Agreement: The trust agreement dated as of April 1, 2002, between the Depositor, the Administrator and the Owner Trustee, as such may be amended or supplemented from time to time.

Trust Estate: The assets subject to this Agreement and the Indenture, transferred by the Depositor to the Issuer and pledged by the Issuer to the Indenture Trustee, which assets consist of all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a) the Mortgage Loans (including Subsequent Mortgage Loans) listed in the Mortgage Loan Schedule, the Reserve Fund Mortgage Assets listed in the Reserve Fund Mortgage Asset Schedule and principal due and payable after the Cut-off Date (or Subsequent Cut-off Date), but not including interest and principal due and payable on any Mortgage Loans and any Reserve Fund Mortgage Assets on or before the Cut-off Date (or Subsequent Cut-off Date), together with the Mortgage Files relating to such Mortgage Loans; (b) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (a) above), (c) the Collection Account, the Note Account the Pre-Funding Account, the Capitalized Interest Account, the Class B2 Interest Reserve Fund, any Custodial Account, any Escrow Account, the Reserve Fund and all amounts deposited therein pursuant to the applicable provisions of this Agreement, (d) any Insurance Policies, (e) the rights of the Depositor under the Mortgage Loan Sale Agreement, (f) the rights of the Issuer under each Assignment and Assumption Agreement and each Servicing Agreement (g) the rights of the Issuer under the Consolidated Agreement and (h) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.

UCC: The Uniform Commercial Code as enacted in the relevant jurisdiction.

Undercollateralization Amount: With respect to any Payment Date will be equal to the amount, if any, by which (x) the sum of (i) the aggregate Class Principal Amount of the Class A1, Class A2, Class M1, Class M2 and Class B1 Notes after giving effect to payments on such Payment Date, and (ii) the Minimum Overcollateralization Amount for such Payment Date exceeds (y) the Pool Balance for such Payment Date.

Undercollateralization Event. An Uncollateralization Event will have occurred with respect to any Payment Date if (x) the sum of (i) the aggregate Class Principal Amount of the Class A1, Class A2, Class M1, Class M2 and Class B1 Notes after giving effect to payments on such Payment Date and (ii) the Minimum Overcollateralization Amount for such Payment Date exceeds (y) the Pool Balance for such Payment Date.

Underwriter: Xxxxxx Brothers Inc.

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

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

Section 1.02

Calculations Respecting Mortgage Loans.

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

Section 1.03

Calculations Respecting Accrued Interest.

Accrued interest, if any, on any LIBOR Note shall be calculated based upon a 360-day year and the actual number of days in each Accrual Period. Accrued interest, if any, on any Class B2 Notes shall be calculated based upon a 360-day year consisting of twelve 30-day months.

Section 1.04

Amendment of the Consolidated Agreement. The Issuer, as owner, and the Master Servicer, as master servicer, of the Mortgage Loans and Reserve Fund Mortgage Assets under the Consolidated Agreement, hereby amend and restate the master servicing arrangements set forth in the Consolidated Agreement with respect to such Mortgage Loans and Reserve Fund Mortgage Assets to read as set forth in this Agreement.

ARTICLE I

CONVEYANCE OF MORTGAGE LOANS

Section 2.01

Conveyance of Mortgage Loans.

(a)

Initial Mortgage Loans. As of the Closing Date, in consideration of the Issuer's delivery of the Notes and the Residual Interest Certificate to the Depositor or its designee, and concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Issuer, without recourse, subject to Sections 2.02, 2.03, 3.03 and 3.04, in trust, all the right, title and interest of the Depositor in and to the Initial Mortgage Loans and the Reserve Fund Mortgage Assets. Such conveyance includes, without limitation, the right to all payments of principal and interest received on or with respect to the Initial Mortgage Loans and the Reserve Fund Mortgage Assets 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 Note Account, the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account and all amounts from time to time credited to and the proceeds of the Note Account, the Certificate Account, the Pre-Funding Account, the Capitalized Interest Account, the Class B2 Interest Reserve Fund, any Custodial Account and any Escrow Account and all amounts from time to time credited to and the proceeds of each such account, any REO Property and the proceeds thereof, the Depositor's rights under any Insurance Policies related to the Mortgage Loans and the Reserve Fund Mortgage Assets, the Depositor's security interest in any collateral pledged to secure the Mortgage Loans and the Reserve Fund Mortgage Assets, including the Mortgaged Properties and any Additional Collateral, and any proceeds of the foregoing, to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Securityholders and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued and delivered the Securities to or upon the order of the Depositor, in exchange for the Trust Estate.

Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Issuer all of its rights and interest under the Mortgage Loan Sale Agreement, including all rights of the Seller under the Consolidated Agreement and delegates its obligations thereunder. The Issuer hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such purpose, it were the Depositor. Upon the issuance of the Securities, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Securityholders. The Issuer hereby accepts such assignment and delegation, 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 Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Initial Mortgage Loans, the Reserve Fund Mortgage Assets or any other agreement or instrument relating thereto except as specifically set forth herein.

In addition, with respect to any Additional Collateral Mortgage Loan, the Depositor does hereby transfer, assign, set-over and otherwise convey to the Issuer 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 Additional Collateral Mortgage Loan, (ii) its security interest in and to any Additional Collateral and (iii) its right to receive payments in respect of any Additional Collateral Mortgage Loan pursuant to the related Servicing Agreement.

(b)

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

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

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

(i)

immediately prior to such Transfer Date, the Pre-Funding Amount shall equal or exceed the aggregate Transfer Price;

(ii)

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

(iii)

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

(iv)

no Subsequent Mortgage Loan will be in foreclosure or be an REO Property as of the applicable Subsequent Cut-off Date;

(v)

no Subsequent Mortgage Loan shall have been selected in a manner adverse to Noteholders;

(vi)

following the conveyance of the Subsequent Mortgage Loans, the characteristics of the Mortgage Loans will remain substantially similar to the characteristics of the Initial Mortgage Loans as of the Cut-off Date;

(vii)

the Depositor shall have delivered to the Indenture Trustee a letter from each Rating Agency stating that the addition of the Subsequent Mortgage Loans will not result in the reduction, qualification or withdrawal of the then current ratings of the Notes;

(viii)

the Depositor shall have delivered to the Indenture Trustee, the Master Servicer and each Rating Agency such additional information reasonably requested by any of them with respect to the Subsequent Mortgage Loans to be sold to the Issuer on the Transfer Date;

(ix)

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

(x)

the Pre-Funding Period shall not have ended;

(xi)

the Depositor shall remit to the Master Servicer for deposit in the Collection Account, within two Business Days following the Transfer Date, all collections in respect to the Subsequent Mortgage Loans received after the related Subsequent Cut-off Date and prior to the related Transfer Date;

(xii)

the Depositor shall have delivered to the Master Servicer and the Indenture Trustee an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph and opinions of counsel with respect to corporate and bankruptcy matters relating to the transfer of Subsequent Mortgage Loans in the forms substantially similar to those delivered on the Closing Date; and

(xiii)

the Depositor shall have delivered to the Master Servicer a copy of the related Servicing Agreement or Agreements in respect of such Subsequent Mortgage Loans and such loan level data, in electronic or other format acceptable to the Master Servicer and the Depositor, as shall be necessary for the proper master servicing of such Subsequent Mortgage Loans by the Master Servicer.

In connection with such transfer and assignment of the Initial Mortgage Loans and the Reserve Fund Mortgage Assets, the Depositor does (and, upon the transfer and assignment of any Subsequent Mortgage Loans, shall) hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Indenture Trustee, and/or the applicable Custodian acting on the Indenture Trustee's behalf, the following documents or instruments with respect to each Mortgage Loan or Reserve Fund Mortgage Asset (each a "Mortgage File") so transferred and assigned:

(i)

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

(ii)

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

(iii)

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

(iv)

the original of each assumption, modification or substitution agreement, if any, relating to the Mortgage Loans or Reserve Fund Mortgage Assets, or, as to any assumption, modification or substitution agreement which cannot be delivered on or prior to the Closing Date (or, in the case of a Subsequent Mortgage Loan, on or prior to the applicable Transfer Date) because of a delay caused by the public recording office where such assumption, modification or substitution agreement has been delivered for recordation, a photocopy of such assumption, modification or substitution agreement, pending delivery of the original thereof, together with an Officer's Certificate of the Seller certifying that the copy of such assumption, modification or substitution agreement delivered to the Indenture Trustee (or the applicable Custodian) is a true copy and that the original of such agreement has been forwarded to the public recording office;

(v)

with respect to each Non-MERS Mortgage Loan, an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in blank, without recourse or (B) to one of the Custodians or the Indenture Trustee, without recourse;

(vi)

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

(vii)

with respect to any Mortgage Loan or Reserve Fund Mortgage Asset other than a Cooperative Loan, the original mortgagee title insurance policy or attorney's opinion of title and abstract of title;

(viii)

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

(ix)

with respect to any manufactured housing contract, any related manufactured housing sales contract, installment loan agreement or participation interest; 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 A-4 is intended to effect the transfer to the Indenture Trustee as pledgee of the Issuer, for the benefit of the Securityholders, of the Mortgage Notes and the Mortgages.

(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, within 30 days after the Closing Date (or in the case of Subsequent Mortgage Loans, on or prior to the applicable Transfer Date), the Depositor delivers an Opinion of Counsel (which must be Independent counsel) acceptable to the Indenture Trustee and the Rating Agencies, to the effect that recording in such states is not required to protect the Indenture 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 three months thereafter except to the extent delays are caused by the applicable recording office), the Indenture Trustee, at the expense of the Seller and with the cooperation of the applicable Servicer, shall cause to be properly recorded by each 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 each Non-MERS Mortgage Loan.

(ii) With respect to each MERS Mortgage Loan, the Indenture Trustee, at the expense of the Seller and at the direction and with the cooperation of the applicable Servicer, shall cause to be taken such actions as are necessary to cause the Indenture Trustee to be clearly identified as the owner of each such Mortgage Loan or Reserve Fund Mortgage Asset on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. With respect to each Cooperative Loan, the Indenture Trustee, at the expense of the Seller 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 Indenture Trustee in the related Mortgaged Property.

(d)

In instances where a Title Insurance Policy is required to be delivered to the Indenture Trustee or the applicable Custodian on behalf of the Indenture Trustee under clause (b)(vii) above and is not so delivered, the Depositor will provide a copy of such Title Insurance Policy to the Indenture Trustee, or to the applicable Custodian on behalf of the Indenture 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 or Reserve Fund Mortgage Assets (if any) that have been prepaid in full after the Cut-off Date and prior to the Closing Date (or in the case of Subsequent Mortgage Loans, after the Subsequent Cut-off Date and prior to the Transfer Date), the Depositor, in lieu of delivering the above documents, herewith delivers to the Indenture Trustee, or to the applicable Custodian on behalf of the Indenture Trustee, an Officer's Certificate which shall include a statement to the effect that all amounts received in connection with such prepayment that are required to be deposited in the Collection Account pursuant to Section 4.01 have been so deposited. All original documents that are not delivered to the Indenture Trustee or the applicable Custodian on behalf of the Indenture Trustee shall be held by the Master Servicer or the applicable Servicer in trust for the benefit of the Indenture Trustee and the Securityholders.

Section 2.02

Acceptance of Trust Estate; Review of Documentation.

(a)

Subject to the provisions of Section 2.01, the Owner Trustee, on behalf of the Issuer, acknowledges receipt of the assets transferred by the Depositor of the assets included in the Trust Estate and has directed that the documents referred to in Section 2.01 and all other assets included in the definition of “Trust Estate” be delivered to the Indenture Trustee (or the Custodian) on its behalf.

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

(b)

Within 45 days after the Closing Date (or in the case of Subsequent Mortgage Loans, within 45 days after the applicable Transfer Date), the Indenture Trustee or the applicable Custodian on behalf of the Indenture Trustee, will, for the benefit of Securityholders, 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 Depositor an Interim Certification in the form annexed hereto as Exhibit A-2 (or in the form annexed to the applicable Custodial Agreement as Exhibit A-2, as applicable) to the effect that, as to each Mortgage Loan or Reserve Fund Mortgage Asset listed in the Mortgage Loan Schedule or Reserve Fund Mortgage Asset Schedule, as applicable (other than any Mortgage Loan or Reserve Fund Mortgage Asset prepaid in full or any 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 or Reserve Fund Mortgage Asset. The Indenture Trustee, or the applicable Custodian on behalf of the Indenture Trustee, shall determine whether such documents are executed and endorsed, but shall be under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that the same are valid, binding, legally effective, properly endorsed, genuine, enforceable or appropriate for the represented purpose or that they have actually been recorded or are in recordable form or that they are other than what they purport to be on their face. Neither the Indenture Trustee nor any applicable Custodian shall have any responsibility for verifying the genuineness or the legal effectiveness of or authority for any signatures of or on behalf of any party or endorser.

(c)

If in the course of the review described in paragraph (b) above the Indenture 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 or the Reserve Fund Mortgage Assets identified in the Mortgage Loan Schedule or Reserve Fund Mortgage Asset Schedule, as applicable (each, a “Material Defect”), the Indenture Trustee, or the applicable Custodian on behalf of the Indenture Trustee, discovering such Material Defect shall promptly identify the Mortgage Loan or Reserve Fund Mortgage Asset to which such Material Defect relates in the Interim Certification delivered to the Depositor. Within 45 days of its receipt of such notice, the Seller on behalf of the Depositor shall be required to cure such Material Defect (and, in such event, the Depositor shall provide the Indenture Trustee with an Officer’s Certificate confirming that such cure has been effected). If the Seller does not so cure such Material Defect, it shall, if a loss has been incurred with respect to such Mortgage Loan or Reserve Fund Mortgage Asset that would, if such Mortgage Loan or Reserve Fund Mortgage Asset were not purchased from the Trust Estate, constitute a Realized Loss, and such loss is attributable to the failure of the Seller to cure such Material Defect, repurchase the related Mortgage Loan or Reserve Fund Mortgage Asset from the Trust Estate at the Purchase Price. A loss shall be deemed to be attributable to the failure of the Seller to cure a Material Defect if, as determined by the Depositor, upon mutual agreement with the Indenture Trustee each acting in good faith, absent such Material Defect, such loss would not have been incurred. Within the two-year period following the Closing Date, the Depositor may, in lieu of repurchasing a Mortgage Loan pursuant to this Section 2.02, substitute for such Mortgage Loan a Qualifying Substitute Mortgage Loan subject to the provisions of Section 3.04. The failure of the Indenture Trustee or the applicable Custodian to give the notice contemplated herein within 45 days after the Closing Date (or in the case of Subsequent Mortgage Loans, 45 days after the applicable Transfer Date) shall not affect or relieve the Depositor of its obligation to repurchase any Mortgage Loan or Reserve Fund Mortgage Asset pursuant to this Section 2.02 or any other Section of this Agreement requiring the repurchase of Mortgage Loans or Reserve Fund Mortgage Assets from the Trust Estate.

(d)

Within 180 days following the Closing Date (or in the case of Subsequent Mortgage Loans, within 180 days after the applicable Transfer Date), the Indenture Trustee, or the applicable Custodian, shall deliver to the Depositor a Final Certification substantially in the form attached as Exhibit A-3 (or in the form annexed to the applicable Custodial Agreement as Exhibit A-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 Estate, the Indenture Trustee, any Custodian or the Noteholders of any unsatisfied duty, claim or other liability on any Mortgage Loan or Reserve Fund Mortgage Asset or to any Mortgagor.

(f)

Notwithstanding anything to the contrary contained herein, each of the parties hereto acknowledges that the applicable Custodian shall perform the functions of the Indenture Trustee with respect to custody, acceptance, inspection and the release of Mortgage Files pursuant to this Agreement and the applicable review of the Mortgage Loans and respective certifications thereof as provided in this Section 2.02 in accordance with the related Custodial Agreement.

(g)

Upon execution of this Agreement, the Depositor hereby delivers to the Indenture Trustee and the Indenture Trustee acknowledges a receipt of the Mortgage Loan Sale Agreement, each Servicing Agreement and each Mortgage Pool Insurance Policy.

Section 2.03

Grant Clause.

(a)

It is intended that the conveyance by the Depositor to the Issuer of the Mortgage Loans, as provided for in Section 2.01 be construed as a sale by the Depositor to the Issuer of the Mortgage Loans and the Reserve Fund Mortgage Assets and other assets in the Trust Estate for the benefit of the Securityholders. Further, it is not intended that any such conveyance be deemed to be a pledge of the Mortgage Loans and the Reserve Fund Mortgage Assets by the Depositor to the Issuer to secure a debt or other obligation of the Depositor. However, in the event that the Mortgage Loans and the Reserve Fund Mortgage Assets are held to be property of the Depositor or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans and the Reserve Fund Mortgage Assets and other assets in the Trust Estate, then it is intended that (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York UCC (or the Relevant UCC if not the New York UCC); (b) the conveyances provided for in Section 2.01 shall be deemed to be (1) a grant by the Depositor to the Issuer of a security interest in all of the Depositor’s right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Loans and the Reserve Fund Mortgage Assets, including the Mortgage Notes, the Mortgages, any related insurance policies and all other documents in the related Mortgage Files, (B) all amounts payable pursuant to the Mortgage Loans and the Reserve Fund Mortgage Assets in accordance with the terms thereof and (C) any and all general intangibles consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all Liquidation Proceeds, all Insurance Proceeds, all amounts from time to time held or invested in the Collection Account, the Certificate Account, the Note Account, whether in the form of cash, instruments, securities or other property and (2) an assignment by the Depositor to the Issuer of any security interest in any and all of the Depositor’s right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to the property described in the foregoing clauses (1)(A) through (C); (c) the possession by the Indenture Trustee or any other agent of the Issuer of Mortgage Notes, and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party,” or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the New York UCC and any other Relevant UCC (including, without limitation, Section 9-313, 8-313 or 8-321 thereof); and (d) notifications to persons holding such property, and acknowledgments, receipts or confirmations from persons holding such property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Issuer for the purpose of perfecting such security interest under applicable law.

(b)

The Depositor and, at the Depositor’s direction, the Seller and the Issuer shall, to the extent consistent with this Agreement, take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loans and the other property of the Trust Estate, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement. Without limiting the generality of the foregoing, the Depositor shall prepare and deliver to the Issuer, and the Issuer shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the Relevant UCC to perfect the Issuer’s security interest in or lien on the Mortgage Loans and the Reserve Fund Mortgage Assets as evidenced by an Officer’s Certificate of the Depositor, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of the Seller, the Depositor or the Issuer (such preparation and filing shall be at the expense of the Owner Trustee, if occasioned by a change in the Owner Trustee’s name), (2) any change of location of the place of business or the chief executive office of the Seller or the Depositor or (3) any transfer of any interest of the Seller or the Depositor in any Mortgage Loan or Reserve Fund Mortgage Asset.

(c)

Neither the Depositor nor the Issuer shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and mediate transferee, including the Indenture Trustee. Before effecting such change, each of the Depositor or the Issuer proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Indenture Trustee, in the Mortgage Loans. In connection with the transactions contemplated by this Agreement and the Indenture, each of the Depositor and the Issuer authorizes its immediate or mediate transferee, including the Indenture Trustee, to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this Section 2.03(b).

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01

Representations and Warranties of the Depositor.

The Depositor hereby represents and warrants to the Master Servicer, the Issuer and the Indenture Trustee, for the benefit of Securityholders, as of the Closing Date (or in the case of Subsequent Mortgage Loans, as of the applicable Transfer 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 Note 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;

(iv)

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

(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 and the Reserve Fund Mortgage Assets to the Indenture Trustee on behalf of the Issuer, the Depositor was the sole owner of record and holder of each Mortgage Loan or Reserve Fund Mortgage Asset, and the Depositor had good and marketable title thereto, and had full right to transfer and sell each Mortgage Loan or Reserve Fund Mortgage Asset to the Indenture Trustee on behalf of the Issuer 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 or Reserve Fund Mortgage Asset, 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 or Reserve Fund Mortgage Asset pursuant to this Agreement.

(b)

Except as set forth in Section 3.01(vi), the Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Mortgage Loans or Reserve Fund Mortgage Assets under any circumstances.

(c)

It is understood and agreed that the representations and warranties of the Depositor set forth in Sections 3.01(i) through (vi) shall survive the execution and delivery of this Agreement. The Depositor shall indemnify the Master Servicer, the Indenture Trustee and the Issuer and hold each of the Master Servicer, the Indenture Trustee and the Issuer harmless against any loss, damages, penalties, fines, forfeitures, legal fees and related costs, judgments, and other costs and expenses resulting from any claim, demand, defense or assertion based on or grounded upon, or resulting from, a breach of the Depositor’s representations and warranties contained in Sections 3.01(a)(i) through (vi) hereof. It is understood and agreed that the enforcement of the obligation of the Depositor set forth in this Section to indemnify the Master Servicer, the Indenture Trustee and the Issuer as provided in this Section constitutes the sole remedy of the Master Servicer and the Issuer respecting a breach by the Depositor of the representations and warranties in Sections 3.01(a)(i) through (vi) hereof.

Any cause of action against the Depositor relating to or arising out of the breach of the representations and warranties made in Sections 3.01(a)(i) through (vi) hereof shall accrue upon discovery of such breach by the Issuer, the Master Servicer or the Indenture Trustee.

Section 3.02

Representations and Warranties of the Master Servicer. (a) The Master Servicer hereby represents and warrants to the Depositor, the Issuer and the Indenture Trustee, for the benefit of the Securityholders, as of the Closing Date that:

(i)

it is validly existing and in good standing under the laws of the United States of America as a national banking association, 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;

(vi)

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

(vii)

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

(viii)

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

(ix)

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

(x)

the Master Servicer has obtained an Errors and Omissions Insurance Policy and a Fidelity Bond in accordance with Section 4.02 each of which is in full force and effect, and each of which provides at least such coverage as is required hereunder; and

(xi)

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

(b)

It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive the execution and delivery of this Agreement. The Master Servicer shall indemnify the Depositor, the Issuer and the Indenture 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 3.02(a). It is understood and agreed that the enforcement of the obligation of the Master Servicer set forth in this Section to indemnify the Depositor, the Issuer and the Indenture Trustee as provided in this Section constitutes the sole remedy (other than as set forth in Section 6.01) of the Depositor, the Issuer and the Indenture 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 the Depositor, the Master Servicer, the Indenture Trustee or the Issuer or notice thereof by any one of such parties to the other parties.

Section 3.03

Discovery of Breach.

It is understood and agreed that the representations and warranties (i) set forth in Section 3.01 and (ii) of the Seller set forth in the Mortgage Loan Sale Agreement and assigned to the Issuer by the Depositor hereunder shall be pledged by the Issuer to the Indenture Trustee under the Indenture and shall each survive delivery of the Mortgage Files and the Assignment of Mortgage of each Mortgage Loan or Reserve Fund Mortgage Asset to the Indenture Trustee and shall continue throughout the term of this Agreement. Upon discovery by any of the Depositor, the Master Servicer or the Indenture Trustee of a breach of any of such representations and warranties that adversely and materially affects the value of the related Mortgage Loan or Reserve Fund Mortgage Asset, the party discovering such breach shall give prompt written notice to the other parties. Within 45 days of the discovery of a breach of any representation or warranty given to the Issuer by the Depositor or the Seller and assigned to the Indenture Trustee, the Depositor or the Seller, as applicable, shall either (a) cure such breach in all material respects, (b) repurchase such Mortgage Loan or Reserve Fund Mortgage Asset or any property acquired in respect thereof from the Issuer at the Purchase Price or (c) with respect to the Mortgage Loans, within the two-year period following the Closing Date, substitute a Qualifying Substitute Mortgage Loan for the affected Mortgage Loan.

Section 3.04

Repurchase, Purchase or Substitution of Mortgage Loans.

(a)

With respect to any Mortgage Loan or Reserve Fund Mortgage Asset repurchased by the Depositor pursuant to this Agreement or by the Seller pursuant to the Mortgage Loan Sale Agreement, the principal portion of the funds received by the Indenture Trustee in respect of such repurchase of a Mortgage Loan or Reserve Fund Mortgage Asset will be considered a Principal Prepayment and the Purchase Price shall be deposited in the Collection Account. The Indenture Trustee, upon receipt of the full amount of the Purchase Price for a Deleted Mortgage Loan, or upon receipt of the Mortgage File for a Qualifying Substitute Mortgage Loan substituted for a Deleted Mortgage Loan (and any applicable Substitution Amount), shall release or cause to be released and reassign to the Depositor or the Seller, 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 and the Indenture, which instruments shall be prepared by the repurchasing party and the Indenture 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 Indenture Trustee (or its custodian) in exchange for a Deleted Mortgage Loan: (i) the Depositor or the Seller, as applicable, must deliver to the Indenture Trustee (or a 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 Qualifying Substitute Mortgage Loan, each of the representations and warranties made by it with respect to the related Deleted Mortgage Loan. As soon as practicable after the delivery of any Qualifying Substitute Mortgage Loan hereunder, the Indenture Trustee, at the expense of the Seller and with the cooperation of the applicable Servicer, shall (i) with respect to a Qualifying Substitute Mortgage Loan that is a Non-MERS Mortgage Loan, cause the Assignment of Mortgage to be recorded by the applicable Servicer if required pursuant to Section 2.01(c), or (ii) with respect to a Qualifying Substitute Mortgage Loan that is a MERS Mortgage Loan, cause to be taken such actions as are necessary to cause the Indenture Trustee (on behalf of the Issuer) 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).

ARTICLE IV

ADMINISTRATION AND SERVICING OF MORTGAGE ASSETS
BY THE MASTER SERVICER

Section 4.01

Duties of the Master Servicer. For and on behalf of the Depositor, the Issuer, the Indenture Trustee and the Securityholders, the Master Servicer shall master service the Mortgage Loans and Reserve Fund Mortgage Assets in accordance with the provisions of this Agreement and the provisions of each Servicing Agreement.

Notwithstanding any provision of this Agreement, the Consolidated Agreement or any Servicing Agreement to the contrary, (i) the Master Servicer shall have no duty or obligation to supervise, monitor or oversee the activities of RFC with respect to any RFC Serviced Loans (except that the Master Servicer shall comply with the provisions of Section 4.05 hereof with respect to termination of RFC as a Servicer in accordance with the provisions of the related Servicing Agreements and RFC will remit and report to the Master Servicer and the Master Servicer will include such remittances and reports in its remittances to the Indenture Trustee and the reports required to be provided by the Master Servicer under Section 4.09 hereof) and (ii) the Master Servicer shall have no duty or obligation to supervise, monitor or oversee the activities of, or to enforce the obligations of, any Servicer under its Servicing Agreement with respect to any Additional Collateral or any surety bond relating thereto, including, without limitation, the collection of any amounts owing to the Trust Estate in respect thereof (unless and until the Master Servicer shall have assumed the obligations of such Servicer as successor Servicer under the related Servicing Agreement pursuant to Section 4.05 hereof, in which case, as successor Servicer, it shall be bound to service and administer the Additional Collateral and any related surety bonds in accordance with the provisions of such Servicing Agreement).

Section 4.02

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 Xxxxxxxx’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 be consistent with coverage customarily maintained by master servicers of mortgage loans similar to the Mortgage Loans and Reserve Fund Mortgage Assets and shall by its terms not be cancelable without thirty days’ prior written notice to the Indenture Trustee. The Master Servicer shall provide the Indenture Trustee, upon request, with a copy of such policy and fidelity bond. The Master Servicer shall, to the extent provided in each Servicing Agreement, (i) require each Servicer to maintain an Errors and Omissions Insurance Policy and a Servicer Fidelity Bond in accordance with the provisions of the applicable Servicing Agreement, (ii) cause each Servicer to provide to the Master Servicer certificates evidencing that such policy and bond is in effect and to furnish to the Master Servicer any notice of cancellation, non-renewal or modification of the policy or bond received by it, as and to the extent provided in the applicable Servicing Agreement, and (iii) furnish copies of such policies and of the certificates and notices referred to in clause (ii) to the Indenture Trustee upon request.

(b) The Master Servicer shall promptly report to the Indenture Trustee any material changes that may occur in the Master Servicer’s fidelity bond or its errors and omissions insurance policy and shall furnish to the Indenture 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 Indenture Trustee all cases of embezzlement or fraud, if such events involve funds relating to the Mortgage Loans or Reserve Fund Mortgage Assets. 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 Indenture Trustee. Any amounts relating to the Mortgage Loans and Reserve Fund Mortgage Assets collected by the Master Servicer under any such bond or policy shall be promptly remitted by the Master Servicer to the Indenture Trustee for deposit into the Note Account. Any amounts relating to the Mortgage Loans and Reserve Fund Mortgage Assets collected by the applicable Servicer under any such bond or policy shall be remitted to the Master Servicer to the extent provided in the applicable Servicing Agreement.

Section 4.03

Master Servicer’s Financial Statements and Related Information. For each year this Agreement is in effect, the Master Servicer shall, upon request, deliver to the Indenture Trustee, each Rating Agency and the Depositor a copy of its parent company’s annual unaudited financial statements on or prior to May 31 of each year, beginning May 31, 2003. 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 4.04

Power to Act; Procedures. (a) The Master Servicer shall master service the Mortgage Loans and the Reserve Fund Mortgage Assets and shall have full power and authority, subject to the provisions of this Agreement, 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 and the Reserve Fund Mortgage Assets, including but not limited to the power and authority (i) to execute and deliver, on behalf of the Securityholders and the Indenture 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 or Reserve Fund Mortgage Asset, 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 Issuer or the Securityholders in any Mortgage Loan or Reserve Fund Mortgage Asset or the rights and interests of the Depositor, the Indenture Trustee and the Securityholders under this Agreement and the Indenture. The Master Servicer shall represent and protect the interests of the Issuer and the Securityholders 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 or Reserve Fund Mortgage Asset. Without limiting the generality of the foregoing, the Master Servicer in its own name or in the name of a Servicer, and each Servicer, to the extent such authority is delegated to such Servicer under the applicable Servicing Agreement, is hereby authorized and empowered by the Indenture Trustee when the Master Servicer or such Servicer, as the case may be, believes it appropriate in its best judgment and in accordance with Accepted Servicing Practices and the applicable Servicing Agreement, to execute and deliver, on behalf of itself and the Securityholders, the Indenture Trustee or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and Reserve Fund Mortgage Assets and with respect to the Mortgaged Properties. The Indenture Trustee shall furnish the Master Servicer, upon request, with any powers of attorney empowering the Master Servicer or any Servicer to execute and deliver instruments of satisfaction or cancellation, or of partial or full release or discharge, and to foreclose upon or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend in any court action relating to the Mortgage Loans, the Reserve Fund Mortgage Assets or the Mortgaged Property, in accordance with the applicable Servicing Agreement and this Agreement, and the Indenture Trustee shall execute and deliver such other documents prepared by the Master Servicer or any Servicer, as the Master Servicer may request, necessary or appropriate to enable the Master Servicer to master service and administer the Mortgage Loans and Reserve Fund Mortgage Assets and carry out its duties hereunder, in each case in accordance with Accepted Servicing Practices (and the Indenture Trustee shall have no liability for misuse of any such powers of attorney by the Master Servicer or any Servicer). If the Master Servicer or the Indenture 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 Indenture Trustee or that the Indenture 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 Indenture Trustee, the Master Servicer shall join with the Indenture Trustee in the appointment of a co-Indenture Trustee pursuant to Section 6.10 of the Indenture. 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 Indenture Trustee, be deemed to be the agent of the Indenture Trustee.

(a)

In master servicing and administering the Mortgage Loans and Reserve Fund Mortgage Assets, the Master Servicer shall employ procedures, and shall cause each Servicer to employ procedures (including, but not limited to, collection procedures), consistent with the applicable Servicing Agreement.

Section 4.05

Enforcement of Servicer’s and Master Servicer’s Obligations. (a) Each Servicing Agreement requires the applicable Servicer, respectively, to service the Mortgage Loans and Reserve Fund Mortgage Assets in accordance with the provisions thereof. References in this Agreement to actions taken or to be taken by the Master Servicer include actions taken or to be taken by a Servicer on behalf of the Master Servicer. Any fees and other amounts payable to a Servicer shall be deducted from amounts remitted to the Master Servicer by such Servicer and shall not be an obligation of the Issuer, the Indenture Trustee or the Master Servicer.

(b) The Master Servicer, for the benefit of the Issuer, the Indenture Trustee and the Securityholders, shall enforce the obligations of each Servicer under the related Servicing Agreement, and shall, in the event that a Servicer fails to perform its obligations in accordance therewith, terminate the rights and obligations of such Servicer thereunder and either act as servicer of the related Mortgage Loans or Reserve Fund Mortgage Assets or cause the other parties hereto to enter into a Servicing Agreement (and such parties hereby agree to execute and deliver any such successor Servicing Agreement), with a successor Servicer. Such enforcement, including, without limitation, the legal prosecution of claims, termination of Servicing Agreements and the pursuit of other appropriate remedies, shall be in such form and carried out to such an extent and at such time as the Master Servicer, in its good faith business judgment, would require were it the owner of the related Mortgage Loans or Reserve Fund Mortgage Assets. The Master Servicer shall pay the costs of such enforcement at its own expense, and shall be reimbursed therefor initially (i) from a general recovery resulting from such enforcement only to the extent, if any, that such recovery exceeds all amounts due in respect of the related Mortgage Loans or Reserve Fund Mortgage Assets, (ii) from a specific recovery of costs, expenses or attorneys’ fees against the party against whom such enforcement is directed, and then, (iii) to the extent that such amounts are insufficient to reimburse the Master Servicer for the costs of such enforcement, from the Collection Account.

Section 4.06

Collection of Taxes, Assessments and Similar Items. (a) To the extent provided in the applicable Servicing Agreement, the Master Servicer shall cause each Servicer to establish and maintain one or more custodial accounts at a depository institution (which may be a depository institution with which the Master Servicer or any Servicer establishes accounts in the ordinary course of its servicing activities), the accounts of which are insured to the maximum extent permitted by the FDIC (each, an “Escrow Account”) and to deposit therein any collections of amounts received with respect to amounts due for taxes, assessments, water rates, standard hazard insurance policy premiums, 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 or Reserve Fund Mortgage Asset (to the extent that the Mortgagor is required, but fails, to pay such items), provided that it or the applicable Servicer has determined that the funds so advanced are recoverable from escrow payments, reimbursement pursuant to Section 4.08 or otherwise.

(b) Costs incurred by the Master Servicer or by any Servicer in effecting the timely payment of taxes and assessments on the properties subject to the Mortgage Loans and Reserve Fund Mortgage Assets 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 Securityholders. Such costs, to the extent that they are unanticipated, extraordinary costs, and not ordinary or routine costs shall be recoverable as a Servicing Advance by the Master Servicer pursuant to Section 4.08.

Section 4.07

Collection Account. (a) On the Closing Date, the Master Servicer shall open and shall thereafter maintain a segregated account held in trust in the name of the Securities Intermediary (the “Collection Account”), entitled “Collection Account, JPMorgan Chase Bank, as indenture trustee, in trust for Holders of the Structured Asset Securities Corporation Mortgage Loan Trust 2002-9, Mortgage-Backed Securities, Series 2002-9.” The Collection Account shall relate solely to the Securities issued by the Issuer, and funds in such Collection Account shall not be commingled with any other monies.

(b) The Collection Account shall be an Eligible Account. If an existing Collection Account ceases to be an Eligible Account, the Master Servicer shall establish a new Collection Account that is an Eligible Account within 15 days and transfer all funds and investment property on deposit in such existing Collection Account into such new Collection Account.

(c) The Master Servicer shall give to the Indenture Trustee prior written notice of the name and address of the depository institution at which the Collection Account is maintained and the account number of such Collection Account. The Master Servicer shall take such actions as are necessary to cause the depository institution holding the Collection Account to hold such account in the name of the Indenture Trustee (subject to the Master Servicer’s right to direct payments and investments and its rights to withdrawal) under this Agreement. On each Deposit Date, the entire amount on deposit in the Collection Account relating to the Mortgage Loans (subject to permitted withdrawals set forth in Section 4.08), other than amounts not included in the Total Distribution Amount for such Payment Date, shall be remitted to the Indenture Trustee for deposit into the Note Account by wire transfer in immediately available funds and the entire amount on deposit in the Collection Account relating to the Reserve Fund Mortgage Assets (subject to permitted withdrawals set forth in Section 4.08) shall be remitted to the Indenture Trustee for Deposit into the Reserve Fund 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 Indenture Trustee for deposit into the Note Account or the Reserve Fund.

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

(i)

all payments on account of principal, including Principal Prepayments and late collections, on the Mortgage Loans and Reserve Fund Mortgage Assets;

(i)

all payments on account of interest on the Mortgage Loans and Reserve Fund Mortgage Assets, net of the Servicing Fee, the Master Servicing Fee and the Insurance Premiums, if any, with respect to each such Mortgage Loan or Reserve Fund Mortgage Asset, but only to the extent of the amount permitted to be withdrawn or withheld from the Collection Account in accordance with Sections 5.11 and 4.22;

(iii)

any unscheduled payment or other recovery with respect to a Mortgage Loan or Reserve Fund Mortgage Asset not otherwise specified in this paragraph (d), including all Liquidation Proceeds with respect to the Mortgage Loans and Reserve Fund Mortgage Assets, and all amounts received in connection with the operation of any REO Property, net of (x) any unpaid Servicing Fees and Master Servicing Fees with respect to such Mortgage Loans and the Reserve Fund Mortgage Assets (but only to the extent of the amount permitted to be withdrawn or withheld from the Collection Account in accordance with Sections 5.11 and 4.22) and (y) any amounts reimbursable to a Servicer with respect to such Mortgage Loan or Reserve Fund Mortgage Asset under the applicable Servicing Agreement and retained by such Servicer;

(iv)

all Insurance Proceeds;

(v)

all Advances made by the Master Servicer or any Servicer pursuant to Section 5.11 or applicable Servicing Agreement;

(vi)

all amounts paid by any Servicer with respect to Prepayment Interest Shortfalls and any Compensating Interest Payment made by the Master Servicer; and

(vii)

the Purchase Price of any Mortgage Loan repurchased by the Depositor, the Seller, the Master Servicer or any other Person and any Substitution Amount related to any Qualifying Substitute Mortgage Loan.

(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 next Deposit Date. All such Eligible Investments shall be made in the name of the Indenture Trustee (in its capacity as such) or its nominee. All income and gain realized from any Eligible Investment shall be for the benefit of the Master Servicer and shall be subject to its withdrawal or order from time to time, and shall not be part of the Trust Estate. The amount of any losses incurred in respect of any such investments shall be deposited in such Collection Account by the Master Servicer out of its own funds, without any right of reimbursement therefor, immediately as realized. The foregoing requirements for deposit in the Collection Account are exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments of interest on funds in the Collection Account and payments in the nature of late payment charges, assumption fees and other incidental fees and charges relating to the Mortgage Loans and Reserve Fund Mortgage Assets 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 4.08

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

(i)

to reimburse itself or any Servicer for Advances or Servicing Advances made by it or by such Servicer pursuant to Section 5.11 or the applicable Servicing Agreement; such right to reimbursement pursuant to this subclause (i) is limited to amounts received on or in respect of a particular Mortgage Loan or Reserve Fund Mortgage Asset (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 Securityholders;

(ii)

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

(iii)

to reimburse itself or any Servicer from Liquidation Proceeds for Liquidation Expenses and for amounts expended by it pursuant to Section 4.23(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 or Reserve Fund Mortgage Asset, together with accrued and unpaid interest thereon at the applicable Mortgage Rate less the Servicing Fee and the Master Servicing Fee for such Mortgage Loan or Reserve Fund Mortgage Asset 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 or Reserve Fund Mortgage Asset 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 Securityholders;

(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 or Reserve Fund Mortgage Asset prior to the deposit of such Mortgagor payment or recovery in the Collection Account, to pay to itself the Master Servicing Fee for each Payment Date and any unpaid Master Servicing Fees for prior Payment Dates, as reduced pursuant to Section 5.12, from any Mortgagor payment as to interest or such other recovery with respect to that Mortgage Loan or Reserve Fund Mortgage Asset, 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 any Servicer pursuant to Sections 4.04, 4.05(b), 4.10(a) or 4.31; provided, however, that any amounts in excess of the annual cap described in clause (b) of the definition of “Interest Remittance Amount” in any Anniversary Year, other than costs and expenses incurred by the Master Servicer pursuant to Section 4.10(a), in connection with any transfer of servicing, shall be included in the amount remitted by the Master Servicer to the Indenture Trustee pursuant to clause (viii) below and the Master Servicer’s reimbursement for such excess amounts shall be made pursuant to Section 5.03 hereof;

(vi)

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

(vii)

to pay to itself income earned on the investment of funds deposited in the Collection Account and any Prepayment Interest Excess Amount for such Payment Date;

(viii)

on each Deposit Date, to make payment to the Indenture Trustee for deposit into the Note Account and the Reserve Fund in the amounts and in the manner provided for in Section 4.07(c) for the related Payment Date (to the extent collected by the Servicers or the Master Servicer);

(ix)

to make payment to itself, the Indenture Trustee, the Administrator and others pursuant to any provision of this Agreement, the Indenture or the Administration Agreement;

(x)

to withdraw funds deposited in error in the Collection Account;

(xi)

to clear and terminate the Collection Account pursuant to Article VII;

(xii)

to reimburse a successor master servicer (solely in its capacity as successor master servicer), for any fee or advance occasioned by a termination of the master servicer, and the assumption of such duties by the Indenture Trustee or a successor master servicer appointed by the Indenture Trustee pursuant to Section 6.01, 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 Indenture Trustee thereto shall be prior to the rights of the Securityholders; and

(xiii)

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

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

Section 4.09

Reports to Indenture Trustee and Securityholders. (a) On the Deposit Date related to each Payment Date, the Master Servicer shall furnish a report to the Indenture Trustee by electronic medium as agreed to by the Master Servicer and the Indenture Trustee.

(b)

On each Payment Date, the Master Servicer shall provide to each Securityholder or shall make available via the Master Servicer’s internet website, a report setting forth the following information, which information the Master Servicer will determine (on the basis of information obtained from the Servicers, it being understood and agreed that the information relating to the Ameriquest Serviced Loans shall be derived from the information provided by Ameriquest on its reporting date in the month prior to the month in which such Payment Date occurs) and provide to the Indenture Trustee pursuant to subsection (a) above:

(i)

the aggregate amount of the distribution to be made on such Payment Date to the Holders of each Class of Notes, to the extent applicable, allocable to principal on the Mortgage Loans and the Reserve Fund Mortgage Assets, including Liquidation Proceeds and Insurance Proceeds, stating separately the amount attributable to scheduled principal payments and unscheduled payments in the nature of principal;

(ii)

the aggregate amount of the distribution to be made on such Payment Date to the Holders of each Class of Notes allocable to interest and the calculation thereof;

(iii)

the amount, if any, of any distribution to the Holders of the Class B2 Notes and the Residual Interest Certificate;

(iv) (A) the aggregate amount of any Advances required to be made by or on behalf of the Servicers (or the Master Servicer) with respect to such Payment 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 total number of Mortgage Loans in the aggregate and in each Subgroup, the total number of Reserve Fund Mortgage Assets, the aggregate Scheduled Principal Balance of all the Mortgage Loans and Reserve Fund Mortgage Assets as of the close of business on the last day of the related Collection Period in the aggregate and in each Subgroup, after giving effect to payments allocated to principal reported under clause (i) above;

(vi)

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

(vii)

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

(viii)

the amount of the Master Servicing Fees, Servicing Fees and Insurance Premiums, if any, paid during the Collection Period to which such distribution relates;

(ix)

the number and aggregate Scheduled Principal Balance of Mortgage Loans and Reserve Fund Mortgage Assets in the aggregate and in each Subgroup, (a) remaining outstanding, (b) delinquent 30 to 59 days on a contractual basis, (c) delinquent 60 to 89 days on a contractual basis, (d) delinquent 90 or more days on a contractual basis, (e) as to which foreclosure proceedings have been commenced as of the close of business on the last Business Day of the calendar month immediately preceding the month in which such Payment Date occurs, (f) in bankruptcy and (g) that are REO Properties;

(x)

the aggregate Scheduled Principal Balance of any Mortgage Loans and Reserve Fund Mortgage Assets in the aggregate and in each Subgroup with respect to which the related Mortgaged Property became a REO Property as of the close of business on the last Business Day of the calendar month immediately preceding the month in which such Payment Date occurs;

(xi)

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

(xii)

the aggregate outstanding Carryforward Interest, Net Prepayment Interest Shortfalls, Basis Risk Shortfalls and Unpaid Basis Risk Shortfalls, if any, for each Class of Notes, after giving effect to the distribution made on such Payment Date;

(xiii)

the Note Interest Rate applicable to such Payment Date with respect to each Class of Notes;

(xiv)

the Interest Remittance Amount and the Principal Remittance Amount applicable to such Payment Date;

(xv)

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

(xvi)

the amount of any Overcollateralization Deficiency after giving effect to the distributions made in such Payment Date;

(xvii)

the aggregate amount of the insurance claim payments received with respect to the Mortgage Pool Insurance Policies during the related Collection Period and the remaining amount available under each Mortgage Pool Insurance Policy;

(xviii)

the level of LIBOR and the Note Interest Rates of the LIBOR Notes; and

(xix)

based upon information provided by the Depositor and the Indenture Trustee, the aggregate principal balance of any Subsequent Mortgage Loans acquired by the Issuer in the preceding Due Period and the amount of funds remaining in the Pre-Funding Account (after taking into account such acquisition); and the amount of funds in Capitalized Interest Account (after giving effect to the distribution on such Payment Date).

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

The Master Servicer may also make such reports available each month via the Master Servicer’s website. The Master Servicer’s website can be accessed at xxxx://xxx.xxxxxxx.xxx. Assistance in using the website can be obtained by calling the Master Servicer’s customer service desk at (000) 000-0000. 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 Indenture Trustee at (000) 000-0000 and indicating such. In preparing or furnishing the foregoing information to the Indenture Trustee, the Master Servicer shall be entitled to rely conclusively on the accuracy of the information or data regarding the Mortgage Loans, the Reserve Fund Mortgage Assets and the related REO Property that has been provided to the Master Servicer by the Servicers, and the Master Servicer shall not be obligated to verify, recomputed, reconcile or recalculate any such information or data.

(c)

Upon the reasonable advance written request of any Securityholder that is a savings and loan, bank or insurance company, which request, if received by the Indenture Trustee, shall 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 Securityholder such reports and access to information and documentation regarding the Mortgage Loans and Reserve Fund Mortgage Assets as such Securityholder may reasonably deem necessary to comply with applicable regulations of the Office of Thrift Supervision or its successor or other regulatory authorities with respect to an investment in the Securities; provided, however, that the Master Servicer shall be entitled to be reimbursed by such Securityholder for the Master Servicer actual expenses incurred in providing such reports and access.

(d)

Within 90 days, or such shorter period as may be required by statute or regulation, after the end of each calendar year, the Indenture Trustee shall make available to each Person who at any time during the calendar year was a Securityholder of record, and make available to Security Owners (identified as such by the Clearing Agency) in accordance with applicable regulations, a report summarizing the items provided to the Securityholders pursuant to Section 4.09(a) on an annual basis as may be required to enable such Holders to prepare their federal income tax returns; provided, however that this Section 4.09(d) shall not be applicable where relevant reports or summaries are required elsewhere in this Agreement. Such information shall include the amount of original issue discount accrued on each Class of Securities and information regarding the expenses of the Issuer. The Master Servicer shall provide the Indenture Trustee with such information as is necessary for the Indenture Trustee to prepare such reports.

Section 4.10

Termination of Servicing Agreements; Successor Servicers. (a) The Master Servicer shall be entitled to terminate the rights and obligations of any Servicer under the applicable Servicing Agreement in accordance with the terms and conditions of such Servicing Agreement and without any limitation by virtue of this Agreement; provided, however, that in the event of termination of any Servicing Agreement by the Master Servicer, the Master Servicer shall provide for the servicing of the Mortgage Loans and Reserve Fund Mortgage Assets by a successor Servicer to be appointed as provided in the applicable Servicing Agreement.

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

(b)

If the Master Servicer acts as a successor 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 the related Servicing Agreement, and in the event of any such assumption by the successor Servicer, the Indenture Trustee or the Master Servicer, as applicable, may, in the exercise of its business judgment, release the terminated Servicer from liability for such representations and warranties.

(c)

If the Master Servicer acts as a successor Servicer, it will have no obligation to make an Advance if it determines in its reasonable judgment that such Advance is non-recoverable. To the extent that the Master Servicer is unable to find a successor Servicer that is willing to service the Mortgage Loans and the Reserve Fund Mortgage Assets for the Servicing Fee because of the obligation of the Servicer to make Advances regardless of whether such Advance is recoverable, the applicable Servicing Agreement may be amended to provide that the successor Servicer shall have no obligation to make an Advance if it determines in its reasonable judgment that such Advance is non-recoverable and provides an Officer’s Certificate to such effect to the Master Servicer and the Indenture Trustee.

Section 4.11

Master Servicer Liable for Enforcement. Notwithstanding any Servicing Agreement, the Master Servicer shall remain obligated and liable to the Indenture Trustee and the Securityholders in accordance with the provisions of this Agreement, to the extent of its obligations hereunder, without diminution of such obligation or liability by virtue of such Servicing Agreements. The Master Servicer shall ensure that the Mortgage Loans and the Reserve Fund Mortgage Assets are serviced in accordance with the provisions of this Agreement and shall enforce the provisions of each Servicing Agreement for the benefit of the Securityholders. The Master Servicer shall be entitled to enter into any agreement with any Servicer for indemnification of the Master Servicer and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.

Section 4.12

No Contractual Relationship Between Any Servicer and Indenture Trustee or Depositor. Any Servicing Agreement that may be entered into and any other transactions or services relating to the Mortgage Loans and the Reserve Fund Mortgage Assets involving any Servicer in its capacity as such and not as an originator shall be deemed to be between such Servicer and the other parties thereto and the Indenture Trustee and the Depositor shall not be deemed parties thereto and shall have no obligations, duties or liabilities with respect to such Servicer except as set forth in Section 4.13 hereof, but shall have rights thereunder as third party beneficiaries.

Section 4.13

Assumption of Servicing Agreement by Indenture Trustee. (a) In the event the Master Servicer shall for any reason no longer be the Master Servicer (including by reason of any Event of Default under this Agreement), the Indenture Trustee shall thereupon assume all of the rights and obligations of such Master Servicer hereunder. The Indenture Trustee, its designee or any successor master servicer appointed by the Indenture Trustee shall be deemed to have assumed all of the Master Servicer’s interest herein. The Master Servicer shall not be relieved of any liability or obligations of the Master Servicer hereunder accruing prior to its replacement as Master Servicer, and shall be liable to the Indenture Trustee, and hereby agrees to indemnify and hold harmless the Indenture Trustee from and against all costs, damages, expenses and liabilities (including reasonable attorneys’ fees) incurred by the Indenture Trustee as a result of such liability or obligations of the Master Servicer and in connection with the Indenture Trustee’s assumption (but not its performance, except to the extent that costs or liability of the Indenture Trustee are created or increased as a result of negligent or wrongful acts or omissions of the Master Servicer prior to its replacement as Master Servicer) of the Master Servicer’s obligations, duties or responsibilities hereunder.

(b)

The Master Servicer that has been terminated shall, upon request of the Indenture Trustee but at the expense of such Master Servicer, deliver to the assuming party all documents and records relating to each Servicing Agreement and the related Mortgage Loans and Reserve Fund Mortgage Assets 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. To the extent not paid by the Master Servicer, the Indenture Trustee or other successor Master Servicer shall be entitled to reimbursement for the expenses of transitioning the master servicing in accordance with Section 4.08(xii).

Section 4.14

“Due-on-Sale” Clauses; Assumption Agreements. To the extent provided in the applicable Servicing Agreement, to the extent Mortgage Loans and Reserve Fund Mortgage Assets contain enforceable due-on-sale clauses, the Master Servicer shall cause the related Servicer to enforce such clauses in accordance with the applicable Servicing Agreement. If applicable law prohibits the enforcement of a due-on-sale clause or such clause is otherwise not enforced in accordance with the applicable Servicing Agreement, and, as a consequence, a Mortgage Loan or Reserve Fund Mortgage Asset is assumed, the original Mortgagor may be released from liability in accordance with the applicable Servicing Agreement.

Section 4.15

Release of Mortgage Files. (a) Upon (i) becoming aware of the payment in full of any Mortgage Loan or Reserve Fund Mortgage Asset or (ii) the receipt by the Master Servicer of a notification that payment in full has been or will be escrowed in a manner customary for such purposes, the Master Servicer will, or will cause the related Servicer to, promptly notify the Indenture Trustee (or the applicable Custodian) by a certification (which certification shall include a statement to the effect that all amounts received in connection with such payment that are required to be deposited in the Collection Account maintained by the Master Servicer pursuant to Section 4.07 have been or will be so deposited) of a Servicing Officer and shall request (on the form attached hereto as Exhibit B or on the form attached to the related Custodial Agreement) the Indenture Trustee or the applicable Custodian, to deliver to the applicable Servicer the related Mortgage File. Upon receipt of such certification and request, the Indenture Trustee or the applicable Custodian (with the consent, and at the direction of the Indenture Trustee), shall promptly release the related Mortgage File to the applicable Servicer and the Indenture Trustee shall have no further responsibility with regard to such Mortgage File. Upon any such payment in full, the Master Servicer is authorized, and each Servicer, to the extent such authority is provided for under the applicable Servicing Agreement, is authorized, to give, as agent for the Indenture Trustee, as the mortgagee under the Mortgage that secured the Mortgage Loan or Reserve Fund Mortgage Asset, 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 any Mortgage Loan or Reserve Fund Mortgage Asset and in accordance with Accepted Servicing Practices and the applicable Servicing Agreement, the Indenture Trustee shall execute such documents as shall be prepared and furnished to the Indenture Trustee by the Master Servicer, or by a Servicer (in form reasonably acceptable to the Indenture Trustee) and as are necessary to the prosecution of any such proceedings. The Indenture Trustee or the applicable Custodian, shall, upon request of the Master Servicer, or of a Servicer, and delivery to the Indenture Trustee or the applicable Custodian, of a trust receipt signed by a Servicing Officer substantially in the form of Exhibit B, 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 Servicer to return the Mortgage File to the Indenture Trustee or the applicable Custodian, as applicable, when the need therefor by the Master Servicer or Servicer no longer exists unless the Mortgage Loan or Reserve Fund Mortgage Asset shall be liquidated, in which case, upon receipt of a certificate of a Servicing Officer similar to that hereinabove specified, the trust receipt shall be released by the Indenture Trustee or the applicable Custodian, as applicable, to the Master Servicer (or the applicable Servicer).

Section 4.16

Documents, Records and Funds in Possession of Master Servicer To Be Held for Indenture Trustee. (a) The Master Servicer shall transmit, or cause the applicable Servicer to transmit, to the Indenture Trustee such documents and instruments coming into the possession of the Master Servicer or such Servicer from time to time as are required by the terms hereof or of the applicable Servicing Agreement to be delivered to the Indenture Trustee or the applicable Custodian. Any funds received by the Master Servicer or by a Servicer in respect of any Mortgage Loan or Reserve Fund Mortgage Asset or which otherwise are collected by the Master Servicer or a Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan or Reserve Fund Mortgage Asset shall be held for the benefit of the Indenture Trustee and the Securityholders subject to the Master Servicer’s right to retain or withdraw from the Collection Account the Master Servicing Fee and other amounts provided in this Agreement and to the right of each Servicer to retain its Servicing Fee and other amounts as provided in the related Servicing Agreement. The Master Servicer shall, and shall (to the extent provided in the applicable Servicing Agreement) cause each Servicer to, provide access to information and documentation regarding the Mortgage Loans and Reserve Fund Mortgage Assets to the Indenture Trustee, their respective agents and accountants at any time upon reasonable request and during normal business hours, and to Securityholders 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 or Reserve Fund Mortgage Assets, whether from the collection of principal and interest payments or from Liquidation Proceeds or Insurance Proceeds, shall be held by the Master Servicer, or by any Servicer, for and on behalf of the Indenture Trustee as the Indenture Trustee’s agent and bailee for purposes of perfecting the Indenture Trustee’s security interest therein as provided by relevant Uniform Commercial Code or laws; 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.

(c)

The Master Servicer hereby acknowledges that concurrently with the execution of this Agreement, the Indenture Trustee shall have a security interest in the Mortgage Loans, in the Reserve Fund Mortgage Assets and in all Mortgage Files representing such Mortgage Loans and Reserve Fund Mortgage Assets and in all funds and investment property now or hereafter held by, or under the control of, a Servicer or the Master Servicer that are collected by any Servicer or the Master Servicer in connection with the Mortgage Loans and Reserve Fund Mortgage Assets, whether as scheduled installments of principal and interest or as full or partial prepayments of principal or interest or as Liquidation Proceeds or Insurance Proceeds or otherwise, and in all proceeds of the foregoing and proceeds of proceeds (but excluding any fee or other amounts to which a Servicer is entitled under the applicable Servicing Agreement, or the Master Servicer or the Depositor is entitled to hereunder); and the Master Servicer agrees that so long as the Mortgage Loans and Reserve Fund Mortgage Assets are assigned to and held by the Indenture Trustee or any Custodian, all documents or instruments constituting part of the Mortgage Files, and such funds relating to the Mortgage Loans and Reserve Fund Mortgage Assets 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 Indenture Trustee as the Indenture Trustee’s agent and bailee for purposes of perfecting the Indenture Trustee’s security interest therein as provided by the applicable Uniform Commercial Code or other applicable laws.

(d)

The Master Servicer agrees that it shall not, and shall not authorize any Servicer to, create, incur or subject any Mortgage Loans, or any funds that are deposited in any Custodial Account, Escrow Account or the Collection Account, or any funds that otherwise are or may become due or payable to the Indenture Trustee, to any claim, lien, security interest, judgment, levy, writ of attachment or other encumbrance, nor assert by legal action or otherwise any claim or right of setoff against any Mortgage Loan or Reserve Fund Mortgage Asset or any funds collected on, or in connection with, a Mortgage Loan or Reserve Fund Mortgage Asset.

Section 4.17

Opinion. On or before the Closing Date, the Master Servicer shall cause to be delivered to the Depositor, the Seller, the Indenture Trustee and Issuer one or more Opinions of Counsel, dated the Closing Date, in form and substance reasonably satisfactory to the Depositor and Xxxxxx Brothers Inc., as to the due authorization, execution and delivery of this Agreement and all other Operative Agreements entered into by the Master Servicer and the enforceability thereof.

Section 4.18

Standard Hazard and Flood Insurance Policies. For each Mortgage Loan and Reserve Fund Mortgage Asset, 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 4.07, any amounts collected by the Master Servicer, or by any Servicer, under any insurance policies maintained pursuant to this Section 4.18 or any Servicing Agreement (other than amounts to be applied to the restoration or repair of the property subject to the related Mortgage or released to the Mortgagor in accordance with the applicable Servicing Agreement) shall be deposited into the Collection Account, subject to withdrawal pursuant to Section 4.08. 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 or Reserve Fund Mortgage Asset where the terms of the Mortgage Loan or Reserve Fund Mortgage Asset 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 Securityholders and shall be recoverable by the Master Servicer or such Servicer pursuant to Section 4.08.

Section 4.19

Presentment of Claims and Collection of Proceeds. The Master Servicer shall cause each Servicer (to the extent provided in the applicable Servicing Agreement) to, prepare and present on behalf of the Indenture Trustee and the Securityholders all claims under the Insurance Policies with respect to the Mortgage Loans and Reserve Fund Mortgage Assets, and take such actions (including the negotiation, settlement, compromise or enforcement of the insured’s claim) as shall be necessary to realize recovery under such policies. Any proceeds disbursed to the Master Servicer (or disbursed to a Servicer and remitted to the Master Servicer) in respect of such policies or bonds shall be promptly deposited in the Collection Account or the Custodial Account upon receipt, except that any amounts realized that are to be applied to the repair or restoration of the related Mortgaged Property as a condition requisite to the presentation of claims on the related Mortgage Loan or Reserve Fund Mortgage Asset to the insurer under any applicable Insurance Policy need not be so deposited (or remitted).

Section 4.20

Maintenance of the 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 noncoverage under any applicable Mortgage Insurance Policy of any loss which, but for the actions of such Master Servicer or such Servicer, would have been covered thereunder. The Master Servicer shall 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 or Reserve Fund Mortgage Asset requires the Mortgagor to maintain such insurance), primary mortgage insurance applicable to each Mortgage Loan or Reserve Fund Mortgage Asset in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. The Master Servicer shall not, and shall not knowingly permit any Servicer to, cancel or refuse to renew any such Mortgage Insurance Policy that is in effect at the date of the initial issuance of the Notes and is required to be kept in force hereunder except in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable.

(b)

The Master Servicer agrees, to the extent provided in each Servicing Agreement, to cause each Servicer to present, on behalf of the Indenture Trustee and the Securityholders, claims to the insurer under any Mortgage Insurance Policies and, in this regard, to take such reasonable action as shall be necessary to permit recovery under any Mortgage Insurance Policies respecting defaulted Mortgage Loans or Reserve Fund Mortgage Assets. Pursuant to Section 4.07, any amounts collected by the Master Servicer or any Servicer under any Mortgage Insurance Policies shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 4.08.

(c)

Each of the Mortgage Pool Insurance Policies will be issued to the Master Servicer under the Consolidated Agreement. The Master Servicer shall retain possession and custody of the originals of the Mortgage Pool Insurance Policies and shall hold such policies and all payments thereon and proceeds thereof received by the Master Servicer in trust for the benefit of the Indenture Trustee and the Securityholders. The Master Servicer will pay the premium due on each Mortgage Pool Insurance Policy for each Collection Period.

Section 4.21

Indenture Trustee To Retain Possession of Certain Insurance Policies and Documents. The Indenture Trustee or the Custodian shall retain possession and custody of the originals of the Mortgage Insurance Policies (other than the Mortgage Pool 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 Notes have been distributed in full and the Master Servicer otherwise has fulfilled its obligations under this Agreement, the Indenture Trustee (or the applicable Custodian) shall also retain possession and custody of each Mortgage File in accordance with and subject to the terms and conditions of this Agreement. The Master Servicer shall promptly deliver or cause each Servicer to deliver to the Indenture Trustee (or the applicable Custodian), upon the execution or receipt thereof the originals of the Mortgage Insurance Policies and any certificates of renewal thereof, and such other documents or instruments that constitute portions of the Mortgage File that come into the possession of the Master Servicer or any Servicer from time to time.

Section 4.22

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 and Reserve Fund Mortgage Assets 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 4.08. 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 or Reserve Fund Mortgage Asset out of Liquidation Proceeds in respect of such Mortgage Loan or Reserve Fund Mortgage Asset or other recoveries with respect thereto to the extent permitted in Section 4.08 or (b) to withdraw from the Collection Account it maintains the Master Servicing Fee in respect of each Liquidated Mortgage Loan or Reserve Fund Mortgage Asset to the extent of such Liquidation Proceeds or other recoveries, to the extent permitted by Section 4.08. In addition, the Master Servicer shall be entitled to (a) retain or withdraw from the Collection Account any Prepayment Interest Excess Amounts with respect to any Payment Date and (b) retain or withdraw from the Collection Account the amount, if any, by which the Insurance Premium in respect of a Payment Date exceeds the premium required to be paid to a Mortgage Pool Insurer in respect of such Payment Date. 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 Master Servicing Fee from the Collection Account as provided herein, the Master Servicer shall be entitled to direct the Indenture Trustee to pay the Master Servicing Fee to such Master Servicer by withdrawal from the Note Account to the extent that payments have been received with respect to the applicable Mortgage Loan or Reserve Fund Mortgage Asset. 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.

Section 4.23

REO Property. (a) In the event the Issuer acquires ownership of any REO Property in respect of any Mortgage Loan or Reserve Fund Mortgage Asset, the deed or certificate of sale shall be issued to the Indenture Trustee, or to its nominee, on behalf of the Securityholders. The Master Servicer shall use its reasonable best efforts to sell, or cause the applicable Servicer, to the extent provided in the applicable Servicing Agreement any REO Property as expeditiously as possible and in accordance with the provisions of this Agreement and the related Servicing Agreement, as applicable. 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.

(b)

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

(c)

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

(d)

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

Section 4.24

Preparation of Tax Returns and Other Reports. (a) The Master Servicer shall prepare in accordance with the provisions of Section 4.04 of the Trust Agreement or cause to be prepared on behalf of the Issuer, based upon information calculated in accordance with this Agreement, federal tax returns and appropriate state income tax returns and such other returns as may be required by applicable law relating to the Issuer and the holder of the Residual Interest Certificate. The Master Servicer shall be entitled to be reimbursed for the expenses provided for in Section 4.04 of the Trust Agreement, from amounts in the Collection Account.

(b)

The Depositor shall prepare or cause to be prepared the initial current report on Form 8-K. Within 15 days after each Payment Date, the Master Servicer shall, in accordance with industry standards, file with the Securities and Exchange Commission (the “SEC”) via the Electronic Data Gathering and Retrieval System (XXXXX), a Form 8-K with a copy of the statement to the Certificateholders for such Payment Date as an exhibit thereto. Prior to January 30, 2003, the Master Servicer shall, in accordance with industry standards, file a Form 15 Suspension Notification with respect to the Trust Fund, if applicable. Prior to March 31, 2003, the Master Servicer shall file a Form 10-K, in substance conforming to industry standards, with respect to the Issuer. The Depositor hereby grants to the Master Servicer 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 Master Servicer from the Depositor of written termination of such power of attorney and (ii) the redemption of the Notes and the termination of the Indenture. The Depositor agrees to promptly furnish to the Master Servicer from time to time upon request such further information, reports, and financial statements within the Depositor’s control related to this Agreement and the Mortgage Loans as the Master Servicer reasonably deems appropriate to prepare and file all necessary reports with the SEC. The Master Servicer shall have no responsibility to file any items other than those specified in this Section 4.24(b). Promptly after filing a Form 15 or other applicable form with the SEC in connection with such termination, the Master Servicer shall deliver to the Depositor a copy of such form together with copies of confirmations of receipt by the SEC of each report filed therewith on behalf of the Issuer.

Section 4.25

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

(b)

Not later than two Business Days following each Payment Date, the Master Servicer shall deliver to one Person designated by the Depositor and to one Person designated by the Seller, 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 and Reserve Fund Mortgage Assets as of the related Determination Date, to the extent that such information has been provided to the Master Servicer by the Servicers or by the Depositor.

Section 4.26

Annual Officer’s Certificate as to Compliance. (a) The Master Servicer shall deliver to the Indenture Trustee on or before May 31 of each year, commencing on May 31, 2003, 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 an annual certificate of compliance and a copy of such Servicer’s annual audit report, in each case to the extent required under the applicable Servicing Agreement, or, if any such certificate or report has not been received by the Master Servicer, the Master Servicer is using its best reasonable efforts to obtain such certificate or report.

(b)

Copies of such statements shall be provided to any Securityholder upon request, by the Master Servicer or by the Indenture 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 Indenture Trustee with such statement or (ii) the Indenture Trustee shall be unaware of the Master Servicer’s failure to provide such statement).

Section 4.27

Annual Independent Accountants’ Servicing Report. If the Master Servicer (or any of its Affiliates) has, during the course of any fiscal year, directly serviced, as a successor Servicer, any of the Mortgage Loans or Reserve Fund Mortgage Assets, then the Master Servicer at its expense shall cause a nationally recognized firm of independent certified public accountants to furnish a statement to the Indenture Trustee and the Depositor on or before May 31 of each year, commencing on May 31, 2003 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 sale 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 Securityholder upon request by the Master Servicer, or by the Indenture 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 Indenture Trustee whether such exceptions have been or are susceptible of cure, and will take prompt action to do so.

Section 4.28

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

Section 4.29

Resignation of Master Servicer. Except as otherwise provided in Sections 4.28 and 4.30 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it or the Indenture Trustee determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it and cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel that shall be Independent to such effect delivered to the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee shall have assumed, or a successor master servicer shall have been appointed by the Indenture Trustee and until such successor shall have assumed, the Master Servicer’s responsibilities and obligations under this Agreement. Notice of such resignation shall be given promptly by the Master Servicer and the Depositor to the Indenture Trustee.

Section 4.30

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 Indenture Trustee or the Depositor to delegate or assign to or subcontract with or authorize or appoint an Affiliate of the Master Servicer to perform and carry out any duties, covenants or obligations to be performed and carried out by the Master Servicer hereunder. In no case, however, shall any such delegation, subcontracting or assignment to an Affiliate of the Master Servicer relieve the Master Servicer of any liability hereunder. Notice of such permitted assignment shall be given promptly by the Master Servicer to the Depositor and the Indenture 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 4.22 hereof, shall thereafter be payable to such successor master servicer.

Section 4.31

Limitation on Liability of the Master Servicer and Others. Neither the Master Servicer nor any of the directors, officers, employees or agents of the Master Servicer shall be under any liability to the Indenture Trustee or the Securityholders 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 Xxxxxxxx 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 and Reserve Fund Mortgage Assets 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 Securityholders 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 Issuer and the Master Servicer shall be entitled to be reimbursed therefor out of the Collection Account it maintains as provided by Section 4.08.

The Master Servicer shall not be liable for any acts or omissions of any Servicer except to the extent the Issuer incurs damages or expenses as a result of such act or omissions and such damages and expenses would not have been incurred but for the negligence, willful misfeasance, bad faith or recklessness of the Master Servicer in supervising, monitoring and overseeing the obligations of the Servicers (other than RFC in respect of the RFC Serviced Loans) in this Agreement.

Section 4.32

Indemnification; Third-Party Claims. The Master Servicer agrees to indemnify the Depositor, the Issuer and the Indenture 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 Issuer or the Indenture Trustee may sustain as a result of the failure of the Master Servicer to perform its duties and master service the Mortgage Loans or Reserve Fund Mortgage Assets in compliance with the terms of this Agreement. The Depositor, the Issuer and the Indenture Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement, the Mortgage Loans or the Reserve Fund Mortgage Assets entitling the Depositor, the Issuer or the Indenture 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.

Section 4.33

Alternative Index. In the event that the Index for any Mortgage Loan or Reserve Fund Mortgage Asset, as specified in the related Mortgage Note, becomes unavailable for any reason, the Master Servicer shall select an alternative index in accordance with the terms of such Mortgage Note or, if such Mortgage Note does not make provision for the selection of an alternative index in such event, the Master Servicer shall, subject to applicable law, select an alternative index based on information comparable to that used in connection with the original Index and, in either case, such alternative index shall thereafter be the Index for such Mortgage Loan.

Section 4.34

Determination of LIBOR.

(a)

On each LIBOR Determination Date the Master Servicer shall determine LIBOR on the basis of the provisions of the definition of “LIBOR.”

(b)

The establishment of LIBOR by the Master Servicer and the Master Servicer’s subsequent calculation of the Note Interest Rates applicable to the LIBOR Notes for the relevant Accrual Period, in the absence of manifest error, will be final and binding. In all cases, absent manifest error, the Master Servicer may conclusively rely on quotations of LIBOR as such quotations appear on Telerate Screen Page 3750.

ARTICLE V

DEPOSITS AND DISTRIBUTIONS TO HOLDERS

Section 5.01

The Collection Account. The Master Servicer shall establish and maintain in the name of the Securities Intermediary the Collection Account as provided in Section 4.08, which account shall be pledged to the Indenture Trustee for the benefit of the Securityholders.

Section 5.02

The Note Account.

(a)

The Indenture Trustee shall establish and maintain in the name of the Securities Intermediary an account (the “Note Account”) entitled “Note Account, JPMorgan Chase Bank, as Indenture Trustee, in trust for the benefit of the Holders of Structured Asset Securities Corporation Mortgage Loan Trust 2002-9 Mortgage-Backed Securities, Series 2002-9.” The Note Account shall be an Eligible Account. If the existing Note Account ceases to be an Eligible Account, the Indenture Trustee shall establish a new Note Account that is an Eligible Account within 20 Business Days and transfer all funds and investment property on deposit in such existing Note Account into such new Note Account. The Note Account shall relate solely to the Notes issued hereunder and funds in the Note Account shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Indenture Trustee held under this Agreement.

(b)

On the Closing Date, the Indenture Trustee shall deposit the Ameriquest Interest Amount for distribution on the first Payment Date as part of the Interest Remittance Amount. The Indenture Trustee shall also deposit or cause to be deposited into the Note Account on the Business Day immediately following the day on which the Total Remittance Amount is remitted by the Master Servicer to the Indenture Trustee, all such amounts. In addition, on the Payment Date, the Indenture Trustee shall withdraw from the Reserve Fund, any amounts deposited therein by the Master Servicer on the related Deposit Date and deposit such amounts in the Note Account. The Indenture Trustee shall make withdrawals from the Note Account only for the following purposes:

(i)

to withdraw amounts deposited in the Note Account in error;

(ii)

to make payments to itself and others pursuant to any provision of this Agreement, including payment to the Master Servicer of all investment income on funds in the Note Account;

(iii)

to make distributions pursuant to this Article V and the terms of the Indenture; and

(iv)

to clear and terminate the Note Account pursuant to Article VII.

The Indenture Trustee may invest, or cause to be invested, funds held in the Note Account at the direction of the Master Servicer, which funds, if invested, shall be invested in Eligible Investments (which may be obligations of the Indenture Trustee). All such investments must be payable on demand or mature no later than the next Payment 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 Indenture Trustee (in its capacity as such) or its nominee. All income and gain realized from any such investment shall be for the benefit of the Master Servicer and shall be subject to withdrawal on order from time to time and shall not be part of the Trust Estate. The amount of any losses incurred in respect of any such investments shall be paid by the Master Servicer for deposit in the Note Account out of its own funds, without any right of reimbursement therefor, immediately as realized. In the event the Master Servicer does not provide written direction to the Indenture Trustee pursuant to this Section, all funds on deposit in the Note Account shall be invested in a money market or common trust fund as described in paragraph (viii) of the definition of “Eligible Investment” set forth in Article I.

Section 5.03

Distributions from the Note Account.

(a)

On each Payment Date the Indenture Trustee (or the Paying Agent on behalf of the Indenture Trustee) shall retain in the Note Account, or deposit into the Certificate Account, the Total Distribution Amount and shall distribute such amount as specified in this Section.

(b)

On each Payment Date, the Indenture Trustee shall retain in or deposit in the applicable accounts, and shall distribute the Interest Remittance Amount for such date in the following order of priority in accordance with the report of the Master Servicer:

(i)

for retention in the Note Account, for distribution in respect of the Class A1 and Class A2 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date provided, however, so long as the Class A2 Notes are outstanding, amounts payable to the Class A1 Notes pursuant to this clause (b)(i) shall be made solely from the Interest Remittance Amount calculated in respect of the Mortgage Loans in Subgroup A1;

(ii)

for retention in the Note Account, for distribution in respect of the Class M1 Notes, Current Interest and any Carryforward Interest for such Class and such Payment Date;

(iii)

for retention in the Note Account, for distribution in respect of the Class M2 Notes, Current Interest and any Carryforward Interests for such Class and such Payment Date;

(iv)

for retention in the Note Account, for distribution in respect of the Class B1 Notes, Current Interest and any Carryforward Interests for such Class and such Payment Date;

(v)

for retention in the Note Account, for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (d) of this Section, any Interest Remittance Amount remaining after application pursuant to clauses (i) through (iv) above.

(c)

On each Payment Date, the Indenture Trustee shall retain in or deposit in the Note Account, and shall distribute the Principal Payment Amount for such date in accordance with the report of the Master Servicer as follows:

(i)

On each Payment Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger Event is in effect, until the aggregate Class Principal Amount of the Class A1, Class A2, Class M1, Class M2 and Class B1 Notes equals the Target Amount for such Payment Date, the Indenture Trustee shall retain in or deposit in the Note Account, and will distribute the Principal Payment Amount in the following order of priority:

(A)

for retention in the Note Account and so long as both Classes of Senior Notes are outstanding, concurrently to the Senior Notes as follows: (x) an amount equal to the Principal Remittance Amount on such date in respect of the Mortgage Loans in Subgroup A1 will be payable to the Class A1 Notes until the Class Principal Amount thereof has been reduced to zero, and (y) the balance of the Principal Payment Amount for such date will be payable to the Class A2 Notes, until the Class Principal Amount thereof has been reduced to zero; provided, however, if a Class of Senior Notes has been retired, the entire Principal Payment Amount will be payable to the outstanding Class of Senior Notes;

(B)

for retention in the Note Account, for distribution in respect of the Class M1 Notes, until the Class Principal Amount of such Class has been reduced to zero;

(C)

for retention in the Note Account, for distribution in respect of the Class M2 Notes, until the Class Principal Amount of such Class has been reduced to zero;

(D)

for retention in the Note Account, for distribution in respect of the Class B1 Notes, until the Class Principal Amount of such Class has been reduced to zero; and

(E)

for retention in the Note Account, for application as part of Monthly Excess Cashflow for such Payment Date, as provided in subsection (d) of this Section, any Principal Payment Amount remaining after application pursuant to clauses (A) through (D) above.

(ii)

On each Payment Date (a) on or after the Stepdown Date and (b) with respect to which a Trigger Event is not in effect, the Indenture Trustee shall retain in or deposit in the Note Account, and shall distribute the Principal Payment Amount for such date in accordance with the report of the Master Servicer in the following order of priority:

(1)

for retention in the Note Account and so long as the Class M1, Class M2 or Class B1 Notes are outstanding, for distribution in respect of the Senior Notes, concurrently, an amount equal to the lesser of (x) the Principal Payment Amount for such Payment Date and (y) the Senior Principal Payment Amount for such Payment Date until the Class Principal Amount of each such Class has been reduced to zero; otherwise for distribution in respect of the Senior Notes, the Principal Payment Amount for such Payment Date until the Class Principal Amount of each such Class has been reduced to zero; provided, however, that the aggregate amount payable pursuant to this clause (c)(ii)(1) will be allocated between the Senior Notes as follows: (x) the Class A1 Percentage of such aggregate amount will be payable to the Class A1 Notes; and (y) the Class A2 Percentage of such aggregate amount will be payable to the Class A2 Notes;

(2)

for retention in the Note Account and for distribution in respect of the Class M1 Notes, an amount equal to the lesser of (x) the excess of (a) the Principal Payment Amount for such Payment Date over (b) the amount distributed to the Senior Notes on such date pursuant to clause (1) above and (y) the M1 Principal Payment Amount for such date, until the Class Principal Amount of such Class has been reduced to zero;

(3)

for retention in the Note Account, for distribution in respect of the Class M2 Notes, an amount equal to the lesser of (x) the excess of (a) the Principal Payment Amount for such Payment Date over (b) the amount distributed to the Senior Notes and Class M1 Notes on such date pursuant to clauses (1) and (2) above, respectively, and (y) the M2 Principal Payment Amount for such date, until the Class Principal Amount of such Class has been reduced to zero;

(4)

for retention in the Note Account, for distribution in respect of the Class B1 Notes, an amount equal to the lesser of (x) the excess of (a) the Principal Payment Amount for such Payment Date over (b) the amount distributed to the Class A1, Class A2, Class M1 and Class M2 Notes on such date pursuant to clauses (1) through (3) above, respectively, and (y) the B1 Principal Payment Amount for such date, until the Class Principal Amount of such Class has been reduced to zero; and

(5)

(d)

On each Payment Date, the Indenture Trustee shall retain in or deposit in the Note Account, and shall distribute the Monthly Excess Cashflow for such date in accordance with the report of the Master Servicer in the following order of priority:

(i)

for each Payment Date for which an Undercollateralization Event is in effect occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date but for which a Trigger Event is in effect, the Indenture Trustee shall retain in or deposit to the Note Account and shall distribute the amount of any Undercollateralization Amount for such Payment Date, in accordance with the report of the Master Servicer, in the following order of priority:

(a)

for retention in the Note Account, for distribution in respect of the Class A2 Notes until the Class Principal Amount of such Class have been reduced to zero;

(b)

for retention in the Note Account, for distribution in respect of the Class A1 Notes until the Class Principal Amount of such Class have been reduced to zero;

(c)

for retention in the Note Account, for distribution in respect of the Class M1 Notes, until the Class Principal Amount of such Class has been reduced to zero;

(d)

for retention in the Note Account, for distribution in respect of the Class M2 Notes, until the Class Principal Amount of such Class has been reduced to zero; and

(e)

for retention in the Note Account, for distribution in respect of the Class B1 Notes, until the Class Principal Amount of such Class has been reduced to zero;

(ii)

for each Payment Date for which an Undercollateralization Event is in effect occurring after the Stepdown Date and for which a Trigger Event is not in effect, the Indenture Trustee shall retain in or deposit to the Note Account and shall distribute the amount of any Undercollateralization Amount for such Payment Date, in accordance with the report of the Master Servicer, in the following order of priority:

(a)

for retention in the Note Account, for distribution in respect of the Class A2 and Class A1 Notes, sequentially, in that order, an amount equal to the lesser of (x) the Undercollateralization Amount for such Payment Date and (y) the Senior Undercollateralization Payment Amount for such Payment Date, until the Class Principal Amount of such Class has been reduced to zero;

(b)

for retention in the Note Account, for distribution in respect of the Class M1 Notes, an amount equal to the lesser of (x) the remaining Undercollateralization Amount for such Payment Date and (y) the Class M1 Undercollateralization Payment Amount for such Payment Date, until the Class Principal Amount of such Class has been reduced to zero;

(c)

for retention in the Note Account, for distribution in respect of the Class M2 Notes, an amount equal to the lesser of (x) the remaining Undercollateralization Amount for such Payment Date and (y) the Class M2 Undercollateralization Payment Amount for such Payment Date, until the Class Principal Amount of such Class has been reduced to zero;

(d)

for retention in the Note Account, for distribution in respect of the Class B1 Notes, an amount equal to the lesser of (x) the remaining Undercollateralization Amount for such Payment Date and (y) the Class M2 Undercollateralization Payment Amount for such Payment Date, until the Class Principal Amount of such Class has been reduced to zero;

(iii)

for retention in the Note Account, an amount equal to the Basis Risk Payment for such Payment Date, to be distributed in accordance with the report of the Master Servicer in the following order of priority:

(a)

for retention in the Note Account, for distribution in respect of the Senior Notes, pro rata, any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class and for such Payment Date;

(b)

for retention in the Note Account, for distribution in respect of the Class M1 Notes, any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class and for Payment Date;

(c)

for retention in the Note Account, for distribution in respect of the Class M2 Notes, any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall for such Class and for Payment Date; and

(d)

for retention in the Note Account, for distribution in respect of the Class B1 Notes, any applicable Basis Risk Shortfall and Unpaid Basis Risk Shortfall for Class and for such Payment Date;

(iv)

for retention in the Note Account, for distribution in respect of the Class M1 Notes, any Deferred Amount for such Class and such Payment Date;

(v)

for retention in the Note Account, for distribution in respect of the Class M2 Notes, any Deferred Amount for such Class and such Payment Date;

(vi)

for retention in the Note Account, for distribution in respect of the Class B1 Notes, any Deferred Amount for such Class and such Payment Date;

(vii)

for retention in the Note Account, for distribution in respect of the Class B2 Note, Current Interest and any Carryforward Interest for such Class and such Payment Date

(viii)

for deposit in the Class B2 Interest Reserve Fund, any Required Class B2 Interest Reserve Fund Deposit for such Payment Date;

(ix)

for each Payment Date occurring prior to the Payment Date in July 2002, for retention in the Note Account, for distribution in respect of the Certificate Account, for distribution to the Holder of the Residual Interest Certificate;

(x)

for retention in the Note Account, for distribution in respect of the Class B2 Notes as principal, until the Class Principal Amount for such Class has been reduced to zero;

(xi)

for retention in the Note Account, for distribution in respect of the Class B1 Notes as principal, until the Class Principal Amount for such Class has been reduced to zero;

(xii)

for retention in the Note Account, for distribution to the Master Servicer, the Indenture Trustee, the Custodians and the Administrator, any amounts reimbursable pursuant to this Agreement or the Indenture and not previously reimbursed to such parties; and

(xiii)

to the Certificate Account, for distribution to the Holder of the Residual Interest Certificate.

(e)

On each Payment Date, the Indenture Trustee shall withdraw from the Reserve Fund and deposit the Reserve Fund Amount for such date in the Note Account, and shall distribute the Reserve Fund Amount for such date in accordance with the report of the Master Servicer in the following order of priority:

(i)

for each Payment Date occurring (a) before the Stepdown Date or (b) on or after the Stepdown Date but for which a Trigger Event is in effect, then until the aggregate Note Principal Amount of the LIBOR Notes equals the Pool Balance for such Payment Date minus the Targeted Overcollateralization Amount for such Payment Date, in accordance with the report of the Master Servicer in the following order of priority:

(a)

for retention in the Note Account, for distribution in respect of the Class A2 Notes until the Class Principal Amount of such Class has been reduced to zero;

(b)

for retention in the Note Account, for distribution in respect of the Class M1 Notes, until the Class Principal Amount of such Class has been reduced to zero;

(c)

for retention in the Note Account, for distribution in respect of the Class M2 Notes, until the Class Principal Amount of such Class has been reduced to zero; and

(d)

for retention in the Note Account, for distribution in respect of the Class B1 Notes, until the Class Principal Amount of such Class has been reduced to zero;

(ii)

for each Payment Date occurring on or after the Stepdown Date and for which a Trigger Event is not in effect, in accordance with the report of the Master Servicer, in the following order of priority:

(a)

for retention in the Note Account, for distribution in respect of the Class A2 Notes until the aggregate Class Principal Amount of the Senior Notes equals the Senior Target Amount;

(b)

for retention in the Note Account, for distribution in respect of the Class M1 Notes, until the Class Principal Amount for such Class equals the M1 Target Amount;

(c)

for retention in the Note Account, for distribution in respect of the Class M2 Notes, until the Class Principal Amount for such Class equals the M2 Target Amount; and

(d)

for retention in the Note Account, for distribution in respect of the Class B1 Notes, until the Class Principal Amount for such Class equals the B Target Amount;

(iii)

to the Certificate Account, for distribution to the holder of the Residual Interest Certificate.

Section 5.04

Allocation of Losses.

On each Payment Date, the Class Principal Amounts of the Class M1, Class M2 and Class B1 Notes will be reduced by the amount of any Applied Loss Amount for such date, in the following order of priority:

(i)

to the Class B1 Notes, until the Class Principal Amount thereof has been reduced to zero;

(ii)

to the Class M2 Notes, until the Class Principal Amount thereof has been reduced to zero; and

(iii)

to the Class M1 Notes, until the Class Principal Amount thereof has been reduced to zero.

Section 5.05

The Pre-Funding Account.

(a)

The Indenture Trustee shall establish and maintain in the name of the Securities Intermediary an account (the “Pre-Funding Account”) entitled “Pre-Funding Account, JPMorgan Chase Bank, as Indenture Trustee, in trust for the benefit of the Holders of Structured Asset Securities Corporation Mortgage Loan Trust 2002-9 Mortgage-Backed Securities, Series 2002-9”. The Pre-Funding Account shall be an Eligible Account and if it ceases to be an Eligible Account, the Indenture Trustee shall establish a new Pre-Funding Account that is also an Eligible Account within five Business Days and transfer all funds and investment property on deposit in the existing Pre-Funding Account into such new Pre-Funding Account. On the Closing Date, the Depositor shall cause to be deposited into the Pre-Funding Account, the Initial Pre-Funding Account. On any subsequent Transfer Date, provided the conditions set forth in Section 2.01(b) have been fully satisfied, the Indenture Trustee shall cause to be withdrawn from the Pre-Funding Account an amount equal to Transfer Price of any Subsequent Mortgage Loans as of any applicable Transfer Date sold to the Issuer and to pay such Transfer Price to the Depositor. In no event shall the Indenture Trustee withdraw from the Pre-Funding Account an amount in excess of the Initial Pre-Funding Amount or withdraw funds from the Pre-Funding Account during the Pre-Funding Period for any other purpose.

(b)

The Indenture Trustee may invest, or cause to be invested, funds held in the Pre-Funding Account, at the direction of the Seller, which funds, if invested, shall be invested in Eligible Investments (which may be obligations of the Indenture Trustee). All such investments must be payable on demand or mature no later than one Business Day prior to the next Payment 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 Indenture Trustee (in its capacity as such) or its nominee. All income and gain realized from any such investment shall be held in trust for the benefit of Securityholders until withdrawn from the Pre-Funding Account as provided in this Article V. The amount of any losses incurred in respect of any such investments shall be paid by the Seller for deposit in the Pre-Funding Account out of its own funds, without any right of reimbursement therefor, immediately as realized. In the event the Seller does not provide written direction to the Indenture Trustee pursuant to this Section, all funds on deposit in the Pre-Funding Account shall be invested in a money market or common trust fund as described in paragraph (viii) of the definition of “Eligible Investment” set forth in Article I.

(c)

On the Business Day immediately following the end of the Pre-Funding Period, the Indenture Trustee shall transfer any amounts on deposit in the Pre-Funding Account to the Note Account for distribution on the Payment Date occurring in August 2002 as principal to the Holders of the Notes in accordance with Section 5.03(c).

The Pre-Funding Account shall be an asset of the Trust Estate.

Section 5.06

The Capitalized Interest Account.

The Indenture Trustee shall establish and maintain in the name of the Securities Intermediary, an account (the “Capitalized Interest Account”) entitled “Capitalized Interest Account, JPMorgan Chase Bank, as Indenture Trustee, in trust for the benefit of the Holders of Structured Asset Securities Corporation Mortgage Loan Trust 2002-9 Mortgage-Backed Securities, Series 2002-9.” The Capitalized Interest Account shall be an Eligible Account. On the Closing Date, the Seller shall deposit in the Capitalized Interest Account the Original Capitalized Interest Amount. On the Business Day preceding any Payment Date occurring during the Pre-Funding Period the Indenture Trustee shall withdraw from the Capitalized Interest Account an amount equal to the Capitalized Interest Requirement for deposit into the Note Account for distribution to Noteholders in accordance with Article 5.03(b) on such Payment Date. At the end of the Pre-Funding Period, all amounts, if any, on deposit in the Capitalized Interest Account shall be distributed to the Seller and the Capitalized Interest Account shall be terminated.

The Indenture Trustee may invest, or cause to be invested, funds held in the Capitalized Interest Account at the direction of the Seller, which funds, if invested, shall be invested in Eligible Investments (which may be obligations of the Indenture Trustee). All such investments must be payable on demand or mature no later than one Business Day prior to the next Payment 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 Indenture Trustee (in its capacity as such) or its nominee. All income and gain realized from any such investment shall be held in trust for the benefit of Securityholders until withdrawn from the Capitalized Interest Account as provided in this Article V. The amount of any losses incurred in respect of any such investments shall be paid by the Seller for deposit in the Capitalized Interest Account out of its own funds, without any right of reimbursement therefor, immediately as realized. In the event the Seller does not provide written direction to the Indenture Trustee pursuant to this Section, all funds on deposit in the Capitalized Interest Account shall be invested in a money market or common trust fund as described in paragraph (viii) of the definition of “Eligible Investment” set forth in Article I.

Section 5.07

The Reserve Fund.

(a)

The Indenture Trustee shall establish and maintain in the name of the Securities Intermediary an account (the “Reserve Fund”) entitled “Reserve Fund, JPMorgan Chase Bank, as Indenture Trustee, in trust for the benefit of the Holders of Structured Asset Securities Corporation Mortgage Loan Trust 2002-9 Mortgage-Backed Securities, Series 2002-9.” The Reserve Fund shall be an Eligible Account. If the existing Reserve Fund ceases to be an Eligible Account, the Indenture Trustee shall establish a new Reserve Fund that is an Eligible Account within 20 Business Days and transfer all funds and investment property on deposit in such existing Reserve Fund into such new Reserve Fund. The Reserve Fund shall relate solely to the Notes issued hereunder and funds in the Reserve Fund shall be held separate and apart from and shall not be commingled with any other monies including, without limitation, other monies of the Indenture Trustee held under this Agreement.

(b)

The Indenture Trustee shall deposit or cause to be deposited into the Reserve Fund on the Business Day immediately following the day on which, any monies are remitted by the Master Servicer to the Indenture Trustee, all amounts in respect of the Reserve Fund Mortgage Assets to be remitted by the Master Servicer pursuant to Section 4.07(c) hereof. On each Payment Date, the Indenture Trustee shall make withdrawals from the Reserve Fund and deposit all amounts in the Reserve Fund (the “Reserve Fund Amount”) into the Note Account to make the distributions pursuant to Section 5.03(e).

The Indenture Trustee may invest, or cause to be invested, funds held in the Reserve Fund at the direction of the Depositor, which funds, if invested, shall be invested in Eligible Investments (which may be obligations of the Indenture Trustee). All such investments must be payable on demand or mature no later than one Business Day prior to the next Payment 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 Indenture Trustee (in its capacity as such) or its nominee. All income and gain realized from any such investment shall be held in trust for the benefit of Securityholders until withdrawn from the Reserve Fund as provided in this Article V. The amount of any losses incurred in respect of any such investments shall be paid by the Depositor for deposit in the Reserve Fund out of its own funds, without any right of reimbursement therefor, immediately as realized. In the event the Depositor does not provide written direction to the Indenture Trustee pursuant to this Section, all funds on deposit in the Reserve Fund shall be invested in a money market or common trust fund as described in paragraph (viii) of the definition of “Eligible Investment” set forth in Article I.

(c)

Upon termination of the Trust Estate, any amounts remaining in the Reserve Fund shall be deposited into the Certificate Account to be distributed to the Holder of the Residual Interest Certificates.

Section 5.08

The Class B2 Interest Reserve Fund.

The Indenture Trustee shall establish and maintain in the name of the Securities Intermediary, an account (the “Class B2 Interest Reserve Fund”) entitled “Class B2 Interest Reserve Fund, JPMorgan Chase Bank, as Indenture Trustee, in trust for the benefit of the Holders of Structured Asset Securities Corporation Mortgage Loan Trust 2002-9 Mortgage-Backed Securities, Series 2002-9.” The Class B2 Interest Reserve Fund shall be an Eligible Account. On each Payment Date, the Indenture Trustee shall deposit in the Class B2 Interest Reserve Fund any amounts required under Section 5.03(d)(viii). On each Payment Date, to the extent funds are available in the Class B2 Interest Reserve Fund, the Indenture Trustee shall withdraw from the Class B2 Interest Reserve Fund amounts on deposit in the Class B2 Interest Reserve Fund for deposit into the Note Account for distribution to Noteholders as follows: (i) any amounts necessary to pay any unpaid amounts owing under Section 5.03(d)(vii) (after giving effect to distributions made from the Note Account on such Payment Date) and (ii) to the extent that the balance of the Class B2 Interest Reserve Fund exceeds the Required Class B2 Interest Reserve Fund Balance for such Payment Date, first, any amount necessary to pay unpaid amounts owing under Section 5.03(d)(ix) through 5.03(d)(xii) and, to the extent of any remaining amounts, to be paid pursuant to Section 5.03(d)(xiii).

The Indenture Trustee may invest, or cause to be invested, funds held in the Class B2 Interest Reserve Fund at the direction of Xxxxxx Brothers Inc., which funds, if invested, shall be invested in Eligible Investments (which may be obligations of the Indenture Trustee). All such investments must be payable on demand or mature no later than one Business Day prior to the next Payment 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 Indenture Trustee (in its capacity as such) or its nominee. All income and gain realized from any such investment shall be held in trust for the benefit of Securityholders until withdrawn from the Class B2 Interest Reserve Fund as provided in this Article V. The amount of any losses incurred in respect of any such investments shall be paid by Xxxxxx Brothers Inc. for deposit in the Class B2 Interest Reserve Fund out of its own funds, without any right of reimbursement therefor, immediately as realized. In the event Xxxxxx Brothers Inc. does not provide written direction to the Indenture Trustee pursuant to this Section, all funds on deposit in the Class B2 Interest Reserve Fund shall be invested in a money market or common trust fund as described in paragraph (viii) of the definition of “Eligible Investment” set forth in Article I.

Section 5.09

The Certificate Account. (a) The Administrator, for the benefit of the Certificateholders, shall establish and maintain in the name of the Owner Trustee on behalf of the Certificateholders an account (the “Certificate Account”) entitled “Certificate Account, Wilmington Trust Company, as Owner Trustee, in trust for the holders of Structured Asset Securities Corporation Mortgage Loan Trust 2002-9 Residual Interest Certificates, Series 2002-9.”

(a)

On each Payment Date, the Indenture Trustee shall withdraw from the Note Account all amounts required to be deposited in the Certificate Account pursuant to Section 5.03 and remit such amount to the Owner Trustee or the Administrator for deposit into the Certificate Account. On each Payment Date, the Owner Trustee or the Administrator shall distribute all amounts on deposit in the Certificate Account to the Certificateholder in respect of the Residual Interest Certificate. On the Payment Date on which the Class Principal Amount of the Notes is reduced to zero, the Administrator shall distribute all amounts remaining on deposit in the Certificate Account to the Certificateholder in respect of the Residual Interest Certificate in order to clear and terminate the Certificate Account in connection with the termination of this Agreement.

(b)

All distributions made on the Residual Interest Certificate shall be made by wire transfer of immediately available funds to the account of such Certificateholder. The final distribution on the Residual Interest Certificate will be made in like manner, but only upon presentment and surrender of such Residual Interest Certificate at the location specified in the notice to the Certificateholder of such final distribution.

Section 5.10

Control of the Trust Accounts.

(a)

The Depositor, the Issuer and the Indenture Trustee hereby appoint JPMorgan Chase Bank as Securities Intermediary with respect to the Trust Accounts and the Certificate Account, and the Issuer has, pursuant to the Indenture, granted to the Indenture Trustee, for the benefit of the Securityholders, a security interest to secure all amounts due Securityholders hereunder in and to the Trust Accounts and the Security Entitlements to all Financial Assets credited to the Trust Accounts, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to the Trust Accounts and all proceeds thereof, and the Depositor hereby grants to the Issuer, as collateral agent for the benefit of Certificateholders, a security interest to secure all amounts due Certificateholders hereunder in and to the Certificate Account and the Security Entitlements and all Financial Assets credited to the Certificate Account, including without limitation all amounts, securities, investments, Financial Assets, investment property and other property from time to time deposited in or credited to such account and all proceeds thereof. Amounts held from time to time in the Trust Accounts will continue to be held by the Securities Intermediary for the benefit of the Indenture Trustee, as collateral agent, for the benefit of the Securityholders, and amounts held from time to time in the Certificate Account will continue to be held by the Securities Intermediary for the benefit of the Issuer, as collateral agent, for the benefit of the Certificateholders. Upon the termination of the Issuer or the discharge of the Indenture, the Indenture Trustee shall inform the Securities Intermediary of such termination. By acceptance of their Securities or interests therein, the Securityholders shall be deemed to have appointed JPMorgan Chase Bank as Securities Intermediary. JPMorgan Chase Bank hereby accepts such appointment as Securities Intermediary.

(b)

With respect to the Trust Account Property credited to the Trust Accounts, or the Certificate Account, the Securities Intermediary agrees that:

(i)

with respect to any Trust Account Property that is held in deposit accounts, each such deposit account shall be subject to the exclusive custody and control of the Securities Intermediary, and the Securities Intermediary shall have sole signature authority with respect thereto;

(ii)

the sole assets permitted in the Trust Accounts and the Certificate Account shall be those as the Securities Intermediary agrees to treat as Financial Assets; and

(iii)

any such Trust Account Property that is, or is treated as, a Financial Asset shall be physically delivered (accompanied by any required endorsements) to, or credited to an account in the name of, the Securities Intermediary or other eligible institution maintaining any Trust Account or the Certificate Account in accordance with the Securities Intermediary’s customary procedures such that the Securities Intermediary or such other institution establishes a Security Entitlement in favor of the Indenture Trustee (or the Issuer, in the case of the Certificate Distribution Account) with respect thereto over which the Securities Intermediary or such other institution has Control;

(c)

The Securities Intermediary hereby confirms that (A) each Trust Account and the Certificate Account is an account to which Financial Assets are or may be credited, and the Securities Intermediary shall, subject to the terms of this Agreement, treat the Indenture Trustee, as collateral agent, as entitled to exercise the rights that comprise any Financial Asset credited to any Trust Account, and the Issuer, as collateral agent, as entitled to exercise the rights that comprise any Financial Asset credited to the Certificate Account, (B) all Trust Account Property in respect of any Trust Account or the Certificate Account will be promptly credited by the Securities Intermediary to such account, and (C) all securities or other property underlying any Financial Assets credited to any Trust Account or the Certificate Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case (x) will any Financial Asset credited to any Trust Account be registered in the name of the Depositor or the Issuer, payable to the order of the Depositor or the Issuer or specially endorsed to the Depositor or the Issuer, or (y) will any Financial Asset credited to the Certificate Account be registered in the name of the Depositor, payable to the order of the Depositor or specially endorsed to the Depositor, except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank;

(d)

The Securities Intermediary hereby agrees that each item of property (whether investment property, Financial Asset, security, instrument or cash) credited to any Trust Account or the Certificate Account shall be treated as a Financial Asset;

(e)

If at any time the Securities Intermediary shall receive an Entitlement Order from the Indenture Trustee directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Depositor, the Issuer or any other Person. If at any time the Indenture Trustee notifies the Securities Intermediary in writing that the Issuer has been terminated or the Indenture discharged in accordance herewith and with the Trust Agreement or the Indenture, as applicable, and the security interest granted pursuant to the Indenture has been released, then thereafter if the Securities Intermediary shall receive any order from the Depositor or the Issuer directing transfer or redemption of any Financial Asset relating to any Trust Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Indenture Trustee or any other Person;

If at any time the Securities Intermediary shall receive an Entitlement Order from the Issuer directing transfer or redemption of any Financial Asset relating to the Certificate Account, the Securities Intermediary shall comply with such Entitlement Order without further consent by the Depositor or any other Person. If at any time the Issuer notifies the Securities Intermediary in writing that the Issuer has been terminated in accordance herewith and with the Trust Agreement and the security interest granted above has been released, then thereafter if the Securities Intermediary shall receive any order from the Depositor directing transfer or redemption of any Financial Asset relating to the Certificate Depositor Account, the Securities Intermediary shall comply with such entitlement order without further consent by the Issuer or any other Person;

(f)

In the event that the Securities Intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in any Trust Account or the Certificate Account or any Financial Asset credited thereto, the Securities Intermediary hereby agrees that such security interest shall be subordinate to the security interest of the Indenture Trustee, in the case of the Trust Accounts, or of the Issuer, in the case of the Certificate Account. The Financial Assets credited to the Trust Accounts, or the Certificate Account will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any Person other than the Indenture Trustee in the case of the Trust Accounts, or of the Issuer, in the case of the Certificate Account (except that the Securities Intermediary may set-off (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Trust Accounts, and the Certificate Account, and (ii) the face amount of any checks which have been credited to any Trust Account or the Certificate Account but are subsequently returned unpaid because of uncollected or insufficient funds);

(g)

There are no other agreements entered into between the Securities Intermediary in such capacity and the Depositor or the Issuer with respect to any Trust Account, or the Depositor with respect to the Certificate Account. In the event of any conflict between this Agreement (or any provision of this Agreement) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail;

(h)

The rights and powers granted under the Indenture and herein to (x) the Indenture Trustee have been granted in order to perfect its security interest in the Trust Accounts and the Security Entitlements to the Financial Assets credited thereto, and (y) the Issuer have been granted in order to perfect its security interest in the Certificate Account and the Security Entitlements to the Financial Assets credited thereto, and are powers coupled with an interest and will neither be affected by the bankruptcy of the Depositor or the Issuer nor by the lapse of time. The obligations of the Securities Intermediary hereunder shall continue in effect until the security interest of the Indenture Trustee in the Trust Accounts or of the Issuer in the Certificate Account, and in such Security Entitlements, has been terminated pursuant to the terms of this Agreement and the Indenture Trustee or the Issuer, as applicable, has notified the Securities Intermediary of such termination in writing; and

(i)

Notwithstanding anything else contained herein, the Depositor and the Issuer agree that the Trust Accounts and the Certificate Account will be established only with the Securities Intermediary or another institution meeting the requirements of this Section, which by acceptance of its appointment as Securities Intermediary agrees substantially as follows: (1) it will comply with Entitlement Orders related to the Trust Accounts issued by the Indenture Trustee, as collateral agent, without further consent by the Depositor or the Issuer, and with Entitlement Orders related to the Certificate Account issued by the Issuer, as collateral agent, without further consent by the Depositor; (2) until termination of the Issuer or discharge of the Indenture, it will not enter into any other agreement related to such accounts pursuant to which it agrees to comply with Entitlement Orders of any Person other than the Indenture Trustee, as collateral agent with respect to the Trust Accounts or the Issuer, as collateral agent with respect to the Certificate Account; and (3) all assets delivered or credited to it in connection with such accounts and all investments thereof will be promptly credited to the applicable account.

(j)

Notwithstanding the foregoing, the Issuer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee and the Master Servicer to make withdrawals and distributions from the Trust Accounts for the purpose of permitting the Master Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture.

(k)

Each of the Depositor and the Issuer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the Relevant UCC or this Agreement) as may be necessary to perfect the interests created by this Section in favor of the Issuer and the Indenture Trustee and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Depositor shall:

(i)

promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Issuer’s and the Indenture Trustee’s security interest in the Trust Account Property; and

(ii)

make the necessary filings of financing statements or amendments thereto within five days after the occurrence of any of the following: (1) any change in its corporate name or any trade name or its jurisdiction of organization; (2) any change in the location of its chief executive office or principal place of business; and (3) any merger or consolidation or other change in its identity or corporate structure and promptly notify the Issuer and the Indenture Trustee of any such filings.

(iii)

Neither the Depositor nor the Issuer shall organize under the law of any jurisdiction other than the State under which each is organized as of the Closing Date (whether changing its jurisdiction of organization or organizing under an additional jurisdiction) without giving 30 days prior written notice of such action to its immediate and mediate transferee, including the Indenture Trustee. Before effecting such change, each of the Depositor or the Issuer proposing to change its jurisdiction of organization shall prepare and file in the appropriate filing office any financing statements or other statements necessary to continue the perfection of the interests of its immediate and mediate transferees, including the Indenture Trustee, in the Trust Account Property. In connection with the transactions contemplated by the Operative Agreements relating to the Trust Account Property, each of the Depositor and the Issuer authorizes its immediate or mediate transferee, including the Indenture Trustee, to file in any filing office any initial financing statements, any amendments to financing statements, any continuation statements, or any other statements or filings described in this Section 5.10.

None of the Securities Intermediary or any director, officer, employee or agent of the Securities Intermediary shall be under any liability to the Indenture Trustee or the Securityholders for any action taken, or not taken, in good faith pursuant to this Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Securities Intermediary against any liability to the Indenture Trustee or the Securityholders which would otherwise be imposed by reason of the Securities Intermediary’s willful misconduct, bad faith or negligence in the performance of its obligations or duties hereunder. The Securities Intermediary and any director, officer, employee or agent of the Securities Intermediary may rely in good faith on any document of any kind which, prima facie, is properly executed and submitted by any Person respecting any matters arising hereunder. The Securities Intermediary shall be under no duty to inquire into or investigate the validity, accuracy or content of such document. The Issuer shall indemnify the Securities Intermediary for and hold it harmless against any loss, liability or expense arising out of or in connection with this Agreement and carrying out its duties hereunder, including the costs and expenses of defending itself against any claim of liability, except in those cases where the Securities Intermediary has been guilty of bad faith, negligence or willful misconduct. The foregoing indemnification shall survive any termination of this Agreement or the resignation or removal of the Securities Intermediary.

Section 5.11

Advances by Master Servicer and Servicers .

Subject to Section 4.10, Advances shall be made in respect of each Deposit Date as provided herein. If, on any Determination Date, any Servicer determines that any Scheduled Payments due during the related Collection Period (other than Balloon Payments) have not been received, such Servicer shall advance such amount to the extent provided in the applicable Servicing Agreement. If any Servicer fails to remit Advances required to be made under the applicable Servicing Agreement, the Master Servicer shall itself (in its capacity as successor Servicer) make, or shall cause the successor Servicer to make, such Advance on the Deposit Date immediately following such Determination Date. The Master Servicer shall: (i) remit Advances to the Indenture Trustee from funds advanced by the applicable Servicer (or from its own funds to the extent it is successor Servicer) for deposit in the Note 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 5.11, used by the Master Servicer to make such Advance, and remit such immediately available funds to the Indenture Trustee for deposit in the Note 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 Securityholders and so used shall be replaced by the Master Servicer from its own funds by remittance to the Indenture Trustee for deposit in the Note Account on or before any future Deposit Date to the extent that funds in the Note Account on such Deposit Date shall be less than payments to Securityholders required to be made on the related Payment Date. The Master Servicer and each Servicer shall be entitled to be reimbursed from the Collection Account for all Advances made by it as provided in Section 4.08. Notwithstanding anything to the contrary herein, in the event the Master Servicer determines in its reasonable judgment that an Advance is non-recoverable, the Master Servicer shall be under no obligation to make such Advance. If the Master Servicer determines that an Advance is non-recoverable, it shall, on or prior to the Deposit Date, deliver an Officer’s Certificate to the Indenture Trustee to such effect.

Section 5.12

Compensating Interest Payments. The Master Servicer shall deposit in the Collection Account on each Deposit Date the amount of any Compensating Interest Payment for such Payment Date. Such amount shall not be treated as an Advance and shall not be reimbursable to the Master Servicer.

ARTICLE VI

EVENTS OF DEFAULT

Section 6.01

Events of Default; Indenture Trustee To Act; Appointment of Successor.

(a)

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

(i)

Any failure on the part of the Master Servicer duly to observe or perform in any material respect any other of the covenants or agreements on the part of the Master Servicer contained in this Agreement which continues unremedied for a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Master Servicer by the Indenture Trustee or to the Master Servicer and the Indenture Trustee by the Majority Securityholders; or

(ii)

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 Notes because of the financial condition or loan servicing capability of such Master Servicer; or

(iii)

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 the Master Servicer or of or relating to all or substantially all of its property; or

(iv)

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

(v)

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 4.28 hereof; or

(vi)

If a representation or warranty set forth in Section 3.02 hereof shall prove to be incorrect as of the time made in any respect that materially and adversely affects the interests of the Securityholders, and the circumstance or condition in respect of which such representation or warranty was incorrect shall not have been eliminated or cured within 30 days after the date on which written notice of such incorrect representation or warranty shall have been given to the Master Servicer by the Indenture Trustee, or to the Master Servicer and the Indenture Trustee by the Majority Securityholders; or

(vii)

A sale or pledge of any of the rights of the Master Servicer hereunder or an assignment of this Agreement by the Master Servicer or a delegation of the rights or duties of the Master Servicer hereunder shall have occurred in any manner not otherwise permitted hereunder and without the prior written consent of the Indenture Trustee and the Majority Securityholders; or

(viii)

Any Servicer at any time is not either a Xxxxxx Xxx- 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 a Xxxxxx Xxx- or FHLMC-approved servicer within 45 days of the absence of such approval; or

(ix)

After receipt of notice from the Indenture Trustee, any failure of the Master Servicer to remit to the Indenture Trustee any payment required to be made to the Indenture Trustee for the benefit of Securityholders under the terms of this Agreement, including any Advance, on any Deposit Date.

If an Event of Default described in clauses (i) through (viii) of this Section 6.01 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 6.01, the Indenture Trustee, by notice in writing to the Master Servicer may, and shall, if so directed by the Majority Securityholders, terminate all of the rights and obligations of the Master Servicer hereunder and in and to the Mortgage Loans and the Reserve Fund Mortgage Assets and the proceeds thereof. If an Event of Default described in clause (ix) of this Section 6.01 shall occur, then, in each and every case, subject to applicable law, the Indenture 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 Reserve Fund Mortgage Assets 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, the Reserve Fund Mortgage Assets or otherwise, shall pass to and be vested in the Indenture Trustee pursuant to and under the terms of this Agreement; and the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of the defaulting Master Servicer as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and the Reserve Fund Mortgage Assets and related documents or otherwise. The defaulting Master Servicer agrees to cooperate with the Indenture Trustee in effecting the termination of the defaulting Master Servicer's responsibilities and rights hereunder as Master Servicer including, without limitation, notifying the Servicers of the assignment of the master servicing function and providing the Indenture Trustee or its designee all documents and records in electronic or other form reasonably requested by it to enable the Indenture Trustee or its designee to assume the defaulting Master Servicer's functions hereunder and the transfer to the Indenture Trustee for administration by it of all amounts which shall at the time be or should have been deposited by the defaulting Master Servicer in the Collection Account maintained by such defaulting Master Servicer and any other account or fund maintained with respect to the Securities or thereafter received with respect to the Mortgage Loans and the Reserve Fund Mortgage Assets. The Master Servicer being terminated shall bear its costs of a master servicing transfer and the reasonable out-of-pocket fees and expenses of the Indenture Trustee associated with such master servicing transfer; provided, however, the Indenture Trustee shall be entitled to reimbursement pursuant to Section 4.08(xii) to the extent not paid by the outgoing Master Servicer.

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 4.08(i), (ii), (iii), (iv), (v) and (ix) to the extent such reimbursement relates to the period prior to such Master Servicer's termination.

If any Event of Default shall occur, of which a Responsible Officer of the Indenture Trustee has actual knowledge, the Indenture Trustee shall promptly notify each Rating Agency of the nature and extent of such Event of Default. The Indenture Trustee shall immediately give written notice to the Master Servicer upon the 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 Indenture Trustee pursuant to Section 6.01(b) or the Indenture Trustee receives the resignation of the Master Servicer evidenced by an Opinion of Counsel pursuant to Section 4.29, the Indenture Trustee, unless another master servicer shall have been appointed, shall be the successor in all respects to the Master Servicer in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on the Master Servicer hereunder, including the obligation to make Advances; provided, however, that any failure to perform such duties or responsibilities caused by the Master Servicer's failure to provide information required by this Agreement shall not be considered a default by the Indenture Trustee hereunder. In addition, the Indenture Trustee shall have no responsibility for any act or omission of the Master Servicer prior to the issuance of any notice of termination and shall have no liability relating to the representations and warranties of the Master Servicer set forth in Section 3.02. In the Indenture Trustee's capacity as such successor, the Indenture Trustee shall have the same limitations on liability herein granted to the Master Servicer. As compensation therefor, the Indenture Trustee shall be entitled to receive all compensation payable to the Master Servicer under this Agreement, including the Master Servicing Fee.

(c)

Notwithstanding the above, the Indenture Trustee may, if it shall be unwilling to continue to so act, or shall, if it is unable to so act, appoint, or petition a court of competent jurisdiction to appoint, any established housing and home finance institution servicer, master servicer, servicing or mortgage servicing institution having a net worth of not less than $15,000,000 and meeting such other standards for a successor master servicer as are set forth in this Agreement, as the successor to such Master Servicer in the assumption of all of the responsibilities, duties or liabilities of a master servicer, like the Master Servicer. Such successor Master Servicer may be an Affiliate of the Indenture Trustee; provided, however, that, unless such Affiliate meets the net worth requirements and other standards set forth herein for a successor master servicer, the Indenture Trustee, in its individual capacity shall agree, at the time of such designation, to be and remain liable to the Issuer and the Indenture Trustee for such Affiliate's actions and omissions in performing its duties hereunder. In connection with such appointment and assumption, the Indenture Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans and Reserve Fund Mortgage Assets 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 Indenture Trustee and such successor shall take such actions, consistent with this Agreement, as shall be necessary to effectuate any such succession and may make other arrangements with respect to the servicing to be conducted hereunder which are not inconsistent herewith. The Master Servicer shall cooperate with the Indenture Trustee and any successor master servicer in effecting the termination of the Master Servicer's responsibilities and rights hereunder including, without limitation, notifying Servicers of the assignment of the master servicing functions and providing the Indenture Trustee and successor master servicer, as applicable, all documents and records in electronic or other form reasonably requested by it to enable it to assume the Master Servicer's functions hereunder and the transfer to the Indenture Trustee or such successor master servicer, as applicable, all amounts or investment property 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 Securities or thereafter be received with respect to the Mortgage Loans and Reserve Fund Mortgage Assets. Neither the Indenture Trustee nor any other successor master servicer shall be deemed to be in default hereunder by reason of any failure to make, or any delay in making, any distribution hereunder or any portion thereof caused by (i) the failure of the Master Servicer to deliver, or any delay in delivering, cash, documents or records to it, (ii) the failure of the Master Servicer to cooperate as required by this Agreement, (iii) the failure of the Master Servicer to deliver the Mortgage Loan data to the Indenture Trustee as required by this Agreement or (iv) restrictions imposed by any regulatory authority having jurisdiction over the Master Servicer.

Section 6.02

Additional Remedies of Indenture 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 Indenture Trustee, in addition to the rights specified in Section 6.01, 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 Securityholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt in connection therewith). Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Event of Default.

Section 6.03

Waiver of Defaults.

The Majority Securityholders may, on behalf of all Securityholders, 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 Note Account or the Certificate Account that would result in a failure of the Indenture Trustee to make any required payment of principal of or interest on the Securities may only be waived with the consent of 100% of the affected Securityholders. 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 6.04

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 Indenture Trustee shall promptly mail notice thereof by first class mail to the Security holders at their respective addresses appearing on the Note Register. The Indenture Trustee shall also, within 45 days after the occurrence of any Event of Default known to the Indenture Trustee, give written notice thereof to Securityholders, 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 6.05

Directions by Securityholders and Duties of Indenture Trustee During Event of Default.

During the continuance of any Event of Default, the Majority Securityholders may direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Agreement; provided, however, that the Indenture 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 Securityholders, unless such Securityholders shall have offered to the Indenture Trustee reasonable security or indemnity against the cost, expenses and liabilities which may be incurred therein or thereby; and, provided further, that, the Indenture Trustee shall have the right to decline to follow any such direction if the Indenture Trustee, in accordance with an Opinion of Counsel, determines that the action or proceeding so directed may not lawfully be taken or if the Indenture Trustee in good faith determines that the action or proceeding so directed would involve it in personal liability for which it is not indemnified to its satisfaction or be unjustly prejudicial to the non-assenting Securityholders.

Section 6.06

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

In the event that a Responsible Officer of the Indenture 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 Indenture Trustee shall give notice thereof to the Master Servicer.

ARTICLE VII

TERMINATION

Section 7.01

Termination.

(a)

This Agreement shall terminate upon any of the following events: (i) the later of (x) the satisfaction and discharge of the Indenture and notice to the Indenture Trustee of such discharge and (y) the disposition of all funds with respect to the Collateral and the remittance of all funds due hereunder; (ii) the payment of all amounts due and payable to the Securityholders, the Indenture Trustee (including the Indenture Trustee as Paying Agent), the Owner Trustee, the Administrator, the Paying Agent, the Master Servicer, the Servicers and the Issuer pursuant to this Agreement and the Indenture and written notice to the Indenture Trustee from the Issuer of the Issuer’s intent to terminate this Agreement; or (iii) mutual written consent of the Master Servicer, the Seller, the Depositor, the Indenture Trustee and all the Securityholders in writing.

Notice of termination of this Agreement pursuant to Section 7.01(a)(i) shall be sent by the Indenture Trustee to the Securityholders in accordance with the Indenture. Notice of termination of this Agreement pursuant to Section 7.01(a)(ii) or (iii) shall be mailed or transmitted by facsimile by the Indenture Trustee to the Securityholders on the Business Day immediately following the day on which the Indenture Trustee receives notice of such termination, and such notice to the Securityholders shall state that the Securityholders are to surrender their respective Securities for cancellation and shall specify the place where such Securities are to be surrendered.

Section 7.02

Optional Redemption. On any Payment Date occurring on or after the Initial Optional Purchase Date, the Holder of the Residual Interest Certificate has the option to cause a redemption of any Class of Notes, in whole but not in part, under Article X of the Indenture. Notice of any redemption shall be sent by the Indenture Trustee to Securityholders in accordance with the Indenture. Upon exercise of such option, the Holder of the Residual Interest Certificate will redeem any Class of Notes at the related Redemption Price. At the option of the Holder of the Residual Interest Certificate, an optional redemption of any Class of Notes may be effected without retiring such Class of Notes as provided in the Indenture.

Section 7.03

Mandatory Redemption. On the second Payment Date following a determination of counsel for the Depositor, the Indenture Trustee or the Master Servicer that the Holder of the Residual Interest Certificate does not qualify as a “real estate investment trust” or a “qualified REIT subsidiary” under the Code, the Holder of the Residual Interest Certificate shall be required to terminate this Agreement by submitting an amount equal to the amounts specified in Section 7.01(a)(ii) hereof (but not including any amounts due and payable to Certificateholders).

Section 7.04

Procedure Upon Termination.

(a)

Notice of any termination pursuant to the provisions of this Article VII, specifying the Payment Date upon which the final distribution shall be made, shall be given promptly by the Indenture Trustee by first class mail to Securityholders. Such notice shall specify (A) the Payment Date upon which final distribution on the Securities of all amounts required to be distributed to Securityholders will be made upon presentation and surrender of the Securities at the Corporate Trust Office, and (B) that the Record Date otherwise applicable to such Payment Date is not applicable, distribution being made only upon presentation and surrender of the Securities at the office or agency of the Indenture Trustee therein specified. The Indenture Trustee shall give such notice to the Master Servicer and the Note Registrar at the time such notice is given to Holders of the Securities. Upon any such termination, the duties of the Note Registrar with respect to the Securities shall terminate and the Indenture Trustee shall terminate or request the Master Servicer to terminate, the Trust Accounts and any other account or fund maintained with respect to the Securities, subject to the Indenture Trustee’s obligation hereunder to hold all amounts payable to Securityholders in trust without interest pending such payment.

(b)

In the event that all of the Holders do not surrender their Securities for cancellation within three months after the time specified in the above-mentioned written notice, the Indenture Trustee shall give a second written notice to the remaining Securityholders to surrender their Securities for cancellation and receive the final distribution with respect thereto. If within one year after the second notice any Securities shall not have been surrendered for cancellation, the Indenture Trustee may take appropriate steps to contact the remaining Securityholders concerning surrender of such Securities, and the cost thereof shall be paid out of the amounts distributable to such Holders. If within two years after the second notice any Securities shall not have been surrendered for cancellation, the Indenture 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 Indenture Trustee and not distributed to a Securityholder due to such Securityholder’s failure to surrender its Securities for payment of the final distribution thereon in accordance with this Section.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 8.01

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 8.02

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 8.03

Amendment. (a) This Agreement may be amended from time to time by the Depositor, the Issuer, the Master Servicer, the Indenture Trustee and the Holder of the Residual Interest Certificate, without notice to or the consent of any of the Holders of the Notes, (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 Securities, the Trust or this Agreement in any Offering Document, or to correct or supplement any provision herein which may be inconsistent with any other provisions herein or in any other Operative Agreement, (iii) to make any other provisions with respect to matters or questions arising under this Agreement or (iv) to add, delete, or amend any provisions to the extent necessary or desirable to comply with any requirements imposed by the Code. No such amendment effected pursuant to clause (iii) of the preceding sentence shall adversely affect in any material respect the interests of any Noteholder. Prior to entering into any amendment without the consent of Noteholders pursuant to this paragraph, the Indenture 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 Noteholder if the Indenture Trustee receives (i) written confirmation from the Rating Agency that such amendment will not cause the Rating Agency to withdraw, qualify or reduce the then current rating assigned to the Notes or (ii) an Opinion of Counsel to such effect.

(b)

This Agreement may also be amended from time to time by the Depositor, the Issuer, the Master Servicer and the Indenture Trustee with the consent of the Holders of not less than 66-2/3% of the Note Principal Amount of the Notes and of the Holder of the Residual Interest Certificate 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 may (i) reduce in any manner the amount of, or delay the timing of, payments which are required to be distributed on any Class of Notes, without the consent of the Noteholders of such Class, (ii) change the Note Interest Rate applicable to any Class of Notes without the consent of the Holders of 100% of the Note Principal Amount of all outstanding Notes and the holder of the Residual Interest Certificate, or (iii) reduce the aforesaid percentages of Note Principal Amount of Notes, the Holders of which are required to consent to any such amendment without the consent of the Holders of 100% of the Note Principal Amount of the Notes. For purposes of this paragraph, references to "Holder" or "Holders" shall be deemed to include, in the case of Book-Entry Notes, the related Note Owners.

(c)

Promptly after the execution of any such amendment, the Indenture Trustee shall furnish written notification of the substance of such amendment to each Holder, the Depositor and to the Rating Agency.

(d)

It shall not be necessary for the consent of Holders under this Section 8.03 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 Indenture Trustee may prescribe.

Section 8.04

Acts of Securityholders. Except as otherwise specifically provided herein, whenever Securityholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Securityholders if the Majority Securityholders agree to take such action or give such consent or approval.

Section 8.05

Recordation of Agreement. To the extent permitted by applicable law, this Agreement, or a memorandum thereof if permitted under applicable law, is subject to recordation in all appropriate public offices for real property records in all of the counties or other comparable jurisdictions in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected by the Depositor on direction and at the expense of Holders of not less than 66-2/3% of the Note Principal Balance of the Notes and of the Holder of the Residual Interest Certificate requesting such recordation, but only when accompanied by an Opinion of Counsel to the effect that such recordation materially and beneficially affects the interests of the Securityholders, or is necessary for the administration or servicing of the Mortgage Loans.

Section 8.06

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

Section 8.07

Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given when received by (a) in the case of the Depositor, Structured Asset Securities Corporation, 000 0^xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Mortgage Backed Finance, (b) in the case of the Indenture Trustee, the Paying Agent or the Administrator, JPMorgan Chase Bank, 000 Xxxx 00^xx Xxxxxx, 00^xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Institutional Trust Services/Structured Finance Services (SASCO 2002-9), (c) in the case of the Master Servicer (prior to May 6, 2002), Xxxxx Fargo Bank Minnesota, National Association, 00000 Xxxxxx Xxxx Xxxxxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: SASCO 2002-9 and (on and after May 6, 2002), 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: SASCO 2002-9 and (d) in the case of the Issuer, c/o Wilmington Trust Company, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Corporate Trust Administration, 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 applicable 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 8.08

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 Securities or the rights of the Holders thereof.

Section 8.09

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 8.10

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 8.11

Benefits of Agreement. Nothing in this Agreement or in the Securities, express or implied, shall give to any Person, other than the parties to this Agreement and their successors hereunder and the Holders of the Securities, any benefit or any legal or equitable right, power, remedy or claim under this Agreement.

Section 8.12

Special Notices to the Rating Agencies. (a) The Seller shall give prompt notice to each Rating Agency of the occurrence of any of the following events of which it has notice:

(i)

any amendment to this Agreement pursuant to Section 6.03; and

(ii)

the making of a final payment hereunder.

(b)

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

if to Moody's:

Xxxxx'x Investors Service, Inc.

00 Xxxxxx Xxxxxx

New York, New York 10004

Fax no.: (000) 000-0000

if to S&P:

Standard & Poors Ratings Service, a division

of the XxXxxx-Xxxx Companies, Inc.

00 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Fax no.: (000) 000-0000

(c)

The Master Servicer shall make available to the Rating Agencies each report prepared pursuant to Section 4.10.

Section 8.13

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 8.14

Execution by the Issuer. It is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee of the Issuer, in the exercise of the powers and authority conferred and vested in it as trustee, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by Wilmington Trust Company but is made and intended for the purpose of binding only the Issuer, (c) nothing herein contained shall be construed as creating any liability on Wilmington Trust Company, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any person claiming by, through or under the parties hereto and (d) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other document.

IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers hereunto duly authorized as of the day and year first above written.

STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE LOAN TRUST 2002-9

By:

WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Owner Trustee

By: /s/ Xxxxxxxx Xxxxxxx

Name: Xxxxxxxx Xxxxxxx

Title: Senior Financial Services Officer

STRUCTURED ASSET SECURITIES

CORPORATION, as Depositor

By: /s/ Xxxxxxx X. Xxxxxxxxxx

Name:

Xxxxxxx X. Xxxxxxxxxx

Title:

Vice President

JPMORGAN CHASE BANK,

as Indenture Trustee

By: /s/ Xxxx Xxxxx

Name: Xxxx Xxxxx

Title: Vice President

XXXXX FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,

as Master Servicer

By: /s/ Xxxxx X. Xxxxxxxxx

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

Solely for purposes of Article II, Sections 3.03,
3.04, 5.05, 5.06, 5.07 and 7.03, accepted and

agreed to by:

MERIT SECURITIES CORPORATION

By: /s/ Xxxxx X. Xxxxxxxxx

Name: Xxxxx X. Xxxxxxxxx

Title: Vice President

EXHIBIT A-1

FORM OF INITIAL CERTIFICATION

Date

JPMorgan Chase Bank
000 Xxxx 00^xx Xxxxxx, 00^xx Floor

New York, New York 10001-2697

Structured Asset Securities Corporation

000 0^xx Xxxxxx

New York, New York 10019

Re:

Sale and Servicing Agreement (the "Sale and Servicing Agreement"), dated as of
April 1, 2002 by and among Structured Asset Securities Corporation, as
Depositor, JPMorgan Chase Bank as Indenture Trustee, Xxxxx Fargo Bank
Minnesota, National Association, as Master Servicer and Structured Asset
Securities Corporation Mortgage Loan Trust 2002-9, as Issuer

Ladies and Gentlemen:

In accordance with Section 2.02(a) of the Sale and Servicing Agreement, subject to review of the contents thereof, the undersigned, as Custodian, hereby certifies that it has received the documents listed in Section 2.01(b) of the Sale and Servicing Agreement for each Mortgage File pertaining to each Mortgage Loan listed on Schedule A, to the Sale and Servicing 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 Sale and Servicing Agreement. This certificate is subject in all respects to the terms of Section 2.02 of the Sale and Servicing Agreement and the Sale and Servicing Agreement sections cross-referenced therein.

[Custodian]

By:_____________________________________

Name:

Title:

EXHIBIT A-2

FORM OF INTERIM CERTIFICATION

Date

JPMorgan Chase Bank
000 Xxxx 00^xx Xxxxxx, 00^xx Floor

New York, New York 10001-2697

Structured Asset Securities Corporation

000 0^xx Xxxxxx

New York, New York 10019

Re:

Ladies and Gentlemen:

In accordance with Section 2.02(b) of the Sale and Servicing Agreement, the undersigned, as Custodian, hereby certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed on Schedule I hereto) it (or its custodian) has received the applicable documents listed in Section 2.01(b) of the Sale and Servicing 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 Sale and Servicing Agreement. This certificate is qualified in all respects by the terms of said Sale and Servicing Agreement including, but not limited to, Section 2.02(b).

[Custodian]

By:_____________________________________

Name:

Title:

EXHIBIT A-3

FORM OF FINAL CERTIFICATION

Date

JPMorgan Chase Bank
000 Xxxx 00^xx Xxxxxx, 00^xx Floor

New York, New York 10001-2697

Structured Asset Securities Corporation

000 0^xx Xxxxxx

New York, New York 10019

Re:

Ladies and Gentlemen:

In accordance with Section 2.02(d) of the Sale and Servicing Agreement, the undersigned, as Custodian on behalf of the Indenture 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 Sale and Servicing 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.

[Custodian]

By:_____________________________________

Name:

Title:

EXHIBIT A-4

FORM OF ENDORSEMENT

Pay to the order of JPMorgan Chase Bank , as indenture trustee (the "Indenture Trustee") under the Sale and Servicing Agreement dated as of April 1, 2002 by and among Structured Asset Securities Corporation, as Depositor, the Indenture Trustee, Xxxxx Fargo Bank Minnesota, National Association as Master Servicer, and Structured Asset Securities Corporation Mortgage Loan Trust 2002-9, as Issuer relating to Structured Asset Securities Corporation Mortgage Loan Trust 2002-9 Mortgage-Backed Notes, Series 2002-9, without recourse.

__________________________________

[current signatory on note]

By:_______________________________

Name:

Title:

EXHIBIT B

REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

Date

[Addressed to Indenture Trustee

or, if applicable, custodian]

In connection with the administration of the mortgages held by you as Indenture Trustee under a certain Sale and Servicing Agreement dated as of April 1, 2002 by and among Structured Asset Securities Corporation, as Depositor, you, as Indenture Trustee, Xxxxx Fargo Bank Minnesota, National Association, as Master Servicer, and Structured Asset Securities Corporation Mortgage Loan Trust 2002-9, as Issuer (the "Sale and Servicing Agreement"), the undersigned Servicer hereby requests a release of the Mortgage File held by you as Indenture Trustee with respect to the following described Mortgage Loan for the reason indicated below.

Xxxxxxxxx's Name:

Address:

Loan No.:

Reason for requesting file:

Mortgage Loan paid in full. (The Servicer hereby certifies that all amounts received in connection with the loan have been or will be credited to the Note Account pursuant to the Sale and Servicing Agreement.)

The Mortgage Loan is being foreclosed.

Mortgage Loan substituted. (The Servicer hereby certifies that a Qualifying Substitute Mortgage Loan has been assigned and delivered to you along with the related Mortgage File pursuant to the Sale and Servicing Agreement.)

Mortgage Loan repurchased. (The Servicer hereby certifies that the Purchase Price has been credited to the Note Account pursuant to the Sale and Servicing Agreement.)

Other. (Describe)

The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Sale and Servicing Agreement and will be returned to you within ten (10) days of our receipt of the Mortgage File, except if the Mortgage Loan has been paid in full, or repurchased or substituted for a Qualifying Substitute Mortgage Loan (in which case the Mortgage File will be retained by us permanently) and except if the Mortgage Loan is being foreclosed (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 Sale and Servicing Agreement.

_____________________________________

[Name of Servicer]

By:__________________________________

Name:

Title: Servicing Officer

EXHIBIT C

SERVICING AGREEMENTS

EXHIBIT D

SERVICERS

ABN AMRO Mortgage Group

Ameriquest Mortgage Services

Atlantic Mortgage & Investment Corporation

Aurora Loan Services, Inc.

Charter One Bank FSB

Chase Manhattan Mortgage Corporation

Countrywide Home Loans, Inc.

Gmac Mortgage Corporation

Greenpoint Mortgage Funding, Inc.

Homeside Lending Inc. (TX)

HSBC Bank, USA

M&T Mortgage Corporation

Matrix Financial Services Corporation

Mellon Mortgage (Dovenmuehle Mortgage Subservicer)

Meritech Mortgage Services Inc.

Origen Financial, Inc.

Residential Funding Corporation

Washington Mutual Bank, X.X.

Xxxxx Fargo Home Mortgage, Inc.

EXHIBIT E

(RESERVED)

EXHIBIT F-1

CUSTODIAL AGREEMENT (JPMORGAN CHASE BANK)

EXHIBIT F-2

CUSTODIAL AGREEMENT (THE BANK OF NEW YORK)

EXHIBIT G-1

MORTGAGE POOL INSURANCE POLICY — GENERAL ELECTRIC INSURANCE CORPORATION

EXHIBIT G-2

MORTGAGE POOL INSURANCE POLICY — PMI MORTGAGE INSURANCE CO.

EXHIBIT H

FORM OF ADDITION NOTICE

Pursuant to Section 2.01(b) of the Sale and Servicing Agreement dated as of April 1, 2002, by and among Structured Asset Securities Corporation, as Depositor, JPMorgan Chase Bank, as Indenture Trustee, Xxxxx Fargo Bank Minnesota, National Association, as Master Servicer, and Structured Asset Securities Corporation Mortgage Loan Trust 2002-9, as Issuer, the Depositor hereby provides notice to the Indenture Trustee, the Master Servicer, the Custodian and the Rating Agencies that the Subsequent Receivables identified on Schedule I attached hereto will be sold on [[ ]] (the "Transfer Date") to the Issuer pursuant to a Transfer Supplement.

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Sale and Servicing Agreement.

By:

STRUCTURED ASSET SECURITIES

CORPORATION

By:

Name:

Title:

SCHEDULE A

MORTGAGE LOAN SCHEDULE

[To be maintained in a separate file at the Washington, D.C. offices of XxXxx Xxxxxx LLP]

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STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE LOAN TRUST 2002-9, as Issuer STRUCTURED ASSET SECURITIES CORPORATION, as Depositor, WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, as Master Servicer, and JPMORGAN CHASE BANK, as Indenture Trustee...

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