0001162318-04-000361 Sample Contracts

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LEHMAN ABS CORPORATION Home Equity Loan Asset-Backed [[Certificates][Notes]] [Notes], Series 200[ ]- [ ], Class [__________] UNDERWRITING AGREEMENT
Underwriting Agreement • June 21st, 2004 • Lehman Abs Corp • Asset-backed securities • New York

Lehman ABS Corporation (the “[___________]”) is a wholly owned, special purpose subsidiary of [________________] (“[_____]”). The Depositor has authorized the issuance and sale of [_________________] [Certificates][Notes], Series 200[_]-[_], the Class [__] [Certificates][Notes] (the “Class [__] [Certificates][Notes]”) and the Class [__] [Certificates][Notes] (the “Class [__] [Certificates][Notes]” and together with the Class A [Certificates][Notes], the “[Certificates][Notes]”). The [Certificates][Notes] evidence interests in a [pool of [closed end][revolving], [fixed rate home equity loans][home improvement installment sales contracts and installment loan agreements] (the “[____________]”). The Mortgage Loans are secured by first and second deeds of trust or mortgages primarily on [________]-unit single family residential properties.

CUSTODY AGREEMENT between [Entity], as Note Custodian and [Entity], as Depositor Dated
Custody Agreement • June 21st, 2004 • Lehman Abs Corp • Asset-backed securities • New York

CUSTODY AGREEMENT dated [DATE], between [ENTITY], as custodian for the Owners from time to time of Custody Receipts (the "Note Custodian"), and [ENTITY], as depositor (the "Depositor"), for the benefit of the Owners from time to time of Custody Receipts. (Capitalized terms used herein and not otherwise defined shall have the meanings provided in Article I hereof.)

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