STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE PASS-THROUGH CERTIFICATES SERIES 1996-6

EXECUTION

STRUCTURED ASSET SECURITIES CORPORATION, as Depositor,

and

FIRST BANK NATIONAL ASSOCIATION, as Trustee

___________________________

TRUST AGREEMENT

Dated as of November 1, 1996
___________________________

STRUCTURED ASSET SECURITIES CORPORATION
MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1996-6

TABLE OF CONTENTS
Section Page
------- ----

ARTICLE I

DEFINITIONS

1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.02. Calculations Respecting Mortgage Loans . . . . . . . . . . . . . . 41
1.03. Calculations Respecting Accrued Interest . . . . . . . . . . . . . 41

ARTICLE II

DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES

2.01. Creation and Declaration of Trust Fund;
Conveyance of Mortgage Loans . . . . . . . . . . . . . . . . . . . 41

2.02. Acceptance of Trust Fund by Trustee: Review
of Documentation for Trust Fund . . . . . . . . . . . . . . . . . 43
2.03. Representations and Warranties of the Depositor . . . . . . . . . 43
2.04. Discovery of Breach . . . . . . . . . . . . . . . . . . . . . . . 45
2.05. Repurchase, Purchase or Substitution of
Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . . 45
2.06. Grant Clause . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE III

THE CERTIFICATES

3.01. The Certificates . . . . . . . . . . . . . . . . . . . . . . . . . 47
3.02. Registration . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
3.03. Transfer and Exchange of Certificates . . . . . . . . . . . . . . 48
3.04. Cancellation of Certificates . . . . . . . . . . . . . . . . . . . 52
3.05. Replacement of Certificates . . . . . . . . . . . . . . . . . . . 52
3.06. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . 52
3.07. Temporary Certificates . . . . . . . . . . . . . . . . . . . . . . 53
3.08. Appointment of Paying Agent . . . . . . . . . . . . . . . . . . . 53
3.09. Book-Entry Certificates . . . . . . . . . . . . . . . . . . . . . 54

ARTICLE IV

ADMINISTRATION OF THE TRUST FUND

4.01. (Omitted). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
4.02. (Omitted). . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
4.03. Reports to Certificateholders . . . . . . . . . . . . . . . . . . 55
4.04. Certificate Account . . . . . . . . . . . . . . . . . . . . . . . 58
4.05. Determination of LIBOR . . . . . . . . . . . . . . . . . . . . . . 59
4.06. The Class 1-A3 Reserve Fund . . . . . . . . . . . . . . . . . . . 60

ARTICLE V

DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

5.01. Distributions Generally . . . . . . . . . . . . . . . . . . . . . 61
5.02. Distributions from the Certificate Account . . . . . . . . . . . . 62
5.03. Allocation of Realized Losses . . . . . . . . . . . . . . . . . . 70
5.04. Trustee Advances . . . . . . . . . . . . . . . . . . . . . . . . . 73
5.05. Distributions of Principal on Redemption Certificates . . . . . . 73
5.06. The Certificate Insurance Policy . . . . . . . . . . . . . . . . . 79

ARTICLE VI

CONCERNING THE TRUSTEE; EVENTS OF DEFAULT

6.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . 82
6.02. Certain Matters Affecting the Trustee . . . . . . . . . . . . . . 84
6.03. Trustee Not Liable for Certificates . . . . . . . . . . . . . . . 85
6.04. Trustee May Own Certificates . . . . . . . . . . . . . . . . . . . 86
6.05. Eligibility Requirements for Trustee . . . . . . . . . . . . . . . 86
6.06. Resignation and Removal of Trustee . . . . . . . . . . . . . . . . 86
6.07. Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . 87
6.08. Merger or Consolidation of Trustee . . . . . . . . . . . . . . . . 88
6.09. Appointment of Co-Trustee, Separate Trustee
or Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
6.10. Authenticating Agents . . . . . . . . . . . . . . . . . . . . . . 90
6.11. Indemnification of Trustee . . . . . . . . . . . . . . . . . . . . 91
6.12. Fees and Expenses of Trustee . . . . . . . . . . . . . . . . . . . 92
6.13. Collection of Monies . . . . . . . . . . . . . . . . . . . . . . . 92
6.14. Trustee To Act; Appointment of Successor . . . . . . . . . . . . . 92
6.15. Additional Remedies of Trustee Upon Event of Default . . . . . . . 94
6.16. Waiver of Defaults . . . . . . . . . . . . . . . . . . . . . . . . 95
6.17. Notification to Holders . . . . . . . . . . . . . . . . . . . . . 95
6.18. Directions by Certificateholders and Duties
of Trustee During Event of Default . . . . . . . . . . . . . . . . 95
6.19. Action Upon Certain Failures of the Servicer
and Upon Event of Default . . . . . . . . . . . . . . . . . . . . 96

ARTICLE VII

PURCHASE AND TERMINATION
OF THE TRUST FUND

7.01. Termination of Trust Fund Upon Repurchase
or Liquidation of All Mortgage Loans . . . . . . . . . . . . . . . 96
7.02. Procedure Upon Termination of Trust Fund . . . . . . . . . . . . . 97
7.03. Additional Trust Fund Termination Requirements . . . . . . . . . . 98

ARTICLE VIII

RIGHTS OF CERTIFICATEHOLDERS

8.01. Limitation on Rights of Holders . . . . . . . . . . . . . . . . . 99
8.02. Access to List of Holders . . . . . . . . . . . . . . . . . . . . 100
8.03. Acts of Holders of Certificates . . . . . . . . . . . . . . . . . 100

ARTICLE IX

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

9.01. Trustee To Retain Possession of Certain Documents . . . . . . . . 101
9.02. Preparation of Tax Returns and Other Reports . . . . . . . . . . . 101
9.03. Release of Mortgage Files . . . . . . . . . . . . . . . . . . . . 102

ARTICLE X

REMIC ADMINISTRATION

10.01. REMIC Administration . . . . . . . . . . . . . . . . . . . . . . 103
10.02. Prohibited Transactions and Activities . . . . . . . . . . . . . 106
10.03. Indemnification with Respect to Certain Taxes
and Loss of REMIC Status . . . . . . . . . . . . . . . . . . . . 107

ARTICLE XI

MISCELLANEOUS PROVISIONS

11.01. Binding Nature of Agreement; Assignment . . . . . . . . . . . . . 107
11.02. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . 107
11.03. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108
11.04. Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . 109
11.05. Provision of Information . . . . . . . . . . . . . . . . . . . . 109
11.06. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . 110
11.07. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
11.08. Severability of Provisions . . . . . . . . . . . . . . . . . . . 110
11.09. Indulgences; No Waivers . . . . . . . . . . . . . . . . . . . . . 110
11.10. Headings Not To Affect Interpretation . . . . . . . . . . . . . . 111
11.11. Benefits of Agreement . . . . . . . . . . . . . . . . . . . . . . 111
11.12. Special Notices to the Rating Agencies. . . . . . . . . . . . . . 111
11.13. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . 112
11.14. Matters Relating to the Certificate Insurance Policy . . . . . . 112

ATTACHMENTS

Exhibit A Forms of Certificates
Exhibit B Form of Trustee Final Certification
Exhibit B-4 Form of Endorsement
Exhibit C Request for Release of Documents and Receipt
Exhibit D-l Residual Certificate Transfer Affidavit (Transferee)
Exhibit D-2 Residual Certificate Transfer Affidavit (Transferor)
Exhibit E Sale and Servicing Agreement
Exhibit F Form of Rule 144A Transfer Certificate
Exhibit G Form of Purchaser's Letter for Institutional Accredited
Investors
Exhibit H Form of ERISA Transfer Affidavit
Exhibit I Form of Certificate Insurance Policy
Exhibit J Monthly Remittance Advice
Exhibit K Monthly Electronic Data Transmission

Schedule A Mortgage Loan Schedule
Schedule B Principal Amount Schedules

This TRUST AGREEMENT, dated as of November 1, 1996 (the "Agreement"),
is by and between STRUCTURED ASSET SECURITIES CORPORATION, a Delaware
corporation, as depositor (the "Depositor"), and FIRST BANK NATIONAL
ASSOCIATION, a national banking association, as trustee (the "Trustee").

PRELIMINARY STATEMENT

The Depositor has acquired the Mortgage Loans from ▇▇▇▇▇▇ Capital, A
Division of ▇▇▇▇▇▇ Brothers Holdings Inc. (the "Seller"), and at the
Closing Date is the owner of the Mortgage Loans and the other property
being conveyed by it to the Trustee for inclusion in the Trust Fund. On
the Closing Date, the Depositor will acquire the Certificates from the
Trust Fund, as consideration for its transfer to the Trust Fund of the
Mortgage Loans and the other property constituting the Trust Fund. The
Depositor has duly authorized the execution and delivery of this Agreement
to provide for the conveyance to the Trustee of the Mortgage Loans and the
other property constituting the Trust Fund. All covenants and agreements
made by the Depositor and the Trustee herein with respect to the Mortgage
Loans and the other property constituting the Trust Fund are for the
benefit of the Holders from time to time of the Certificates. The
Depositor is entering into this Agreement, and the Trustee is accepting
the Trust Fund created hereby, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged.

The following table sets forth (or describes) the Class designation,
Certificate Interest Rate, and initial Class Certificate Principal Amount
(or Aggregate Notional Amount) for each Class of Certificates comprising
the interests in the Trust Fund created hereunder.

Class Certificate Initial Certificate
Designation Interest Rate Principal Amount
------------------------------ -------------------- ----------------------

Class 1-A1 7.50% $74,750,000.00
Class 1-A2 7.50% 17,547,000.00
Class 1-A3 7.00% 8,500,000.00
Class 1-A4 0.42% (4)
Class 1-A5 7.50% 15,526,000.00
Class 1-AP 0.00% 1,158,384.35
Class 1-AX 7.50% (5)
Class 2-A (1) 101,084,000.00
Class 3-A1 (2) 32,133,000.00
Class 3-A2 (2) 7,907,000.00
Class B1 (3) 7,776,000.00
Class 3-B1 (2) 1,443,000.00
Class B2 (3) 2,600,000.00
Class 3-B2 (2) 126,000.00
Class B3 (3) 2,206,000.00
Class 3-B3 (2) 41,000.00
Class B4 (3) 912,000.00
Class B5 (3) 425,000.00
Class B6 (3) 976,191.20
Class R1 (2) 100.00
Class R2 (2) 100.00

______________________
(1) The Certificate Interest Rate with respect to any Distribution Date
for the Class 2-A Certificates is a per annum rate equal to the Pool 2
Rate for such date.

(2) The Certificate Interest Rate with respect to any Distribution Date
for each Class of the Class 3-A1, Class 3-A2, Class 3-B1, Class 3-B2,
Class 3-B3, Class R1 and Class R2 Certificates is a per annum rate equal
to the Pool 3 Rate for such date.

(3) The Certificate Interest Rate with respect to any Distribution Date
for each Class of the Class B1, Class B2, Class B3, Class B4, Class B5 and
Class B6 Certificates is a per annum rate equal to the weighted average of
the Component Interest Rates for the Components of such Class for such
date, weighted on the basis of the Component Principal Amounts of such
Components immediately prior to such date.

(4) The Class 1-A4 Certificates will accrue interest on an Aggregate
Notional Amount equal, with respect to any Distribution Date, to the Class
Certificate Principal Amount of the Class 1-A3 Certificates immediately
prior to such date.

(5) The Class 1-AX Certificates will accrue interest on a calculated
Aggregate Notional Amount equal, with respect to any Distribution Date, to
the product of (x) the fraction, the numerator of which is the excess of
the weighted average of the Net Mortgage Rates of the Pool 1 Premium
Mortgage Loans, weighted on the basis of the Scheduled Principal Balance
of such Mortgage Loans as of the first day of the related Interest Accrual
Period, over 7.50%, and the denominator of which is 7.50%, and (y) the
aggregate Scheduled Principal Balance of the Pool 1 Premium Mortgage Loans
as of the first day of the related Interest Accrual Period.

As of the Cut-off Date, the Mortgage Loans had an aggregate Scheduled
Principal Balance of $275,110,775.55.

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

ARTICLE I
DEFINITIONS

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

Accepted Servicing Practices: As defined in the Sale and 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.

Accretion Directed Certificate: None.
------------------------------

Accretion Termination Date: The earlier of (i) the Credit Support
--------------------------
Depletion Date and (ii) the date on which the Class Certificate Principal
Amount of each Class of Accretion Directed Certificates has been reduced
to zero.

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

Accrual Certificate: None.
-------------------

Accrual Component: None.
-----------------

Accrued Certificate Interest: As to any Class of Certificates or
----------------------------
Component and any Distribution Date, the product of the Certificate
Interest Rate or Component Interest Rate for such Class of Certificates or
Component and the outstanding Class Certificate Principal Amount (or
Aggregate Notional Amount) or Component Principal Amount of such Class of
Certificates or Component immediately preceding such Distribution Date, as
reduced by (i) such Class's or Component's pro rata share of the
interest portion of any Excess Losses with respect to the related Mortgage
Pool for such date and, after the Credit Support Depletion Date for the
related Certificate Group, any Realized Losses with respect to the related
Mortgage Pool for such date, (ii) after the Credit Support Depletion Date
for the related Certificate Group, such Class's or Component's pro rata
share of any Relief Act Reduction with respect to the related Mortgage
Pool for such date and (iii) on any Cross-Collateralization Date, the
amount of any Interest Reduction allocated to such Class or Component for
such date.

Additional Collateral: None.
---------------------

Adjustable Rate Mortgage Loan: None.
-----------------------------

Advance: An advance of the aggregate of payments of principal and
-------
interest (net of the Servicing Fee) on one or more Mortgage Loans due on
the Due Date in the related Due Period and not received as of the close of
business on the related Determination Date, required to be made by the
Servicer pursuant to the Sale and Servicing Agreement.

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 Notional Amount: With respect to the Class 1-A4 and Class
-------------------------
1-AX Certificates, the aggregate notional amount described in the
Preliminary Statement hereto.

Aggregate FSA Premium: As to any Distribution Date, the sum of (a)
---------------------
the FSA Premium for such Distribution Date and (b) the amount of any FSA
Premium that was not distributed to Financial Security on any prior
Distribution Date.

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

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

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

AP Percentage: As to any Pool 1 Discount Mortgage Loan, the
-------------
percentage equivalent of the fraction, the numerator of which is
the excess of 7.50% over the Net Mortgage Rate of such Pool 1 Discount
Mortgage Loan and the denominator of which is 7.50%. As to any Pool 1
Non-Discount Mortgage Loan, 0%.

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

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

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

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

Available Distribution Amount: On any Distribution Date and with
-----------------------------
respect to each Mortgage Pool, the sum of the following amounts:

(1) the total amount of all cash received by the Servicer with
respect to the related Collection Period (or the related Prepayment
Period, in the case of Principal Prepayments) and deposited by the
Servicer by the Remittance Date for such Distribution Date with respect to
the related Mortgage Loans (including proceeds of any Insurance Policy and
any other credit support relating to the Mortgage Loans), plus all
Advances made by the Servicer (or Trustee) for such Distribution Date
and any Compensating Interest Payment for such date, but not including:

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

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

(d) all amounts due or reimbursable to the Servicer
pursuant to the terms of this Agreement or the Sale and Servicing
Agreement; and

(2) any other payment made by the Servicer or the Depositor or
any other Person with respect to such Distribution Date (including the
Purchase Price with respect to any Mortgage Loan in the related Mortgage
Pool repurchased by Household, the Depositor, ▇▇▇▇▇▇ Capital or any other
Person and the purchase price for any Converted Mortgage Loan purchased
from the Trust Fund);

as increased, with respect to any Undercollateralized Mortgage Pool, and
as decreased, with respect to any Overcollateralized Mortgage Pool, by any
applicable Diverted Interest Amount, Senior Principal Adjustment Amount
and Subordinate Principal Adjustment Amount (or the applicable portion
thereof), in each case, for such Distribution Date.

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 Loss Limit: As of the Cut-off Date, $100,000, which
---------------------
amount shall be reduced from time to time by the amount of Bankruptcy
Losses allocated to the Certificates.

Bankruptcy Coverage Termination Date: The Distribution Date on which
------------------------------------
the Bankruptcy Loss Limit has been reduced to zero (or less than zero).

Bankruptcy Losses: (i) with respect to the Mortgage Loans, losses
-----------------
arising from a proceeding under the United States Bankruptcy Code or any
other similar state law or other proceeding with respect to the Mortgagor
of or Mortgaged Property under a Mortgage Loan, including without
limitation any such loss arising from (a) the difference between (i) the
principal amount that would have been due under the original scheduled
payments of principal and interest due on the related Mortgage Loan and
(ii) the value established in the relevant court with respect to such
Mortgaged Property, including without limitation a Deficient Valuation, or
(b) a Debt Service Reduction.

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

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

Book-Entry Certificates: Beneficial interests in Certificates
-----------------------
designated as "Book-Entry Certificates" in this Agreement, ownership and
transfers of which shall be evidenced or made through book entries by a
Clearing Agency as described in Section 3.09; provided, that after the
occurrence of a condition whereupon book-entry registration and transfer
are no longer permitted and Definitive Certificates are to be issued to
Certificate Owners, such Book-Entry Certificates shall no longer be
"Book-Entry Certificates." As of the Closing Date, the following Classes
of Certificates constitute Book-Entry Certificates: the Class 1-A1, Class
1-A2, Class 1-A3, Class 1-A5, Class 2-A, Class 3-A1 and Class 3-A2
Certificates.

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

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

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

Certificate Group: The Group 1 Certificates, the Group 2
-----------------
Certificates or the Group 3 Certificates, as applicable.

Certificate Interest Rate: With respect to each Class of
-------------------------
Certificates, the applicable per annum rate set forth or described in the
Preliminary Statement hereto.

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

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

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

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

Class: All Certificates bearing the same class designation.

Class A Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3, Class
-------------------
1-A4, Class 1-A5, Class 1-AP, Class 1-AX, Class 2-A, Class 3-A1 or Class
3-A2 Certificate.

Class 1-AP Deferred Amount: As to any Distribution Date on or prior
--------------------------
to the Credit Support Depletion Date for the Group 1 Certificates, the
aggregate of the applicable AP Percentage of the principal portion of each
Realized Loss on a Pool 1 Mortgage Loan, other than an Excess Loss, to be
allocated to the Class 1-AP Certificates on such Distribution Date or
previously allocated to the Class 1-AP Certificates and not yet paid to
the Holders of the Class 1-AP Certificates pursuant to Section 5.02(a)(v).

Class 1-AP Principal Distribution Amount: For any Distribution Date,
----------------------------------------
the sum of the following amounts:

(i) the applicable AP Percentage of the principal portion of
each Scheduled Payment (without giving effect to any Debt Service
Reduction occurring prior to the Bankruptcy

Coverage Termination Date) on a Pool 1 Mortgage Loan due during the
related Due Period;

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

(iii) with respect to unscheduled recoveries allocable to
principal of any Pool 1 Mortgage Loan that was finally liquidated during
the related Prepayment Period, the applicable AP Percentage of the related
net Liquidation Proceeds allocable to principal; and

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

Class B Certificate: Any Class B1, Class 3-B1, Class B2, Class 3-B2,
-------------------
Class B3, Class 3-B3, Class B4, Class B5 or Class B6 Certificate.

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

Class 1-A3 Policy: The irrevocable financial guaranty insurance
-----------------
policy, No. 50526-N, including any endorsements thereto, issued by
Financial Security with respect to the Class 1-A3 Certificates in the form
attached hereto as Exhibit I.

Class 1-A3 Policy Payments Account: The separate Eligible Account
----------------------------------
created and maintained by the Trustee pursuant to Section 5.06(c) in the
name of the Trustee for the benefit of the Class 1-A3 Certificateholders
and designated "First Bank National Association, Class 1-A3 Policy
Payments Account in trust for registered holders of Structured Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1996-6,
Class 1-A3". Funds in the Class 1-A3 Policy Payments Account shall be
held in trust for the Class 1-A3 Certificateholders for the uses and
purposes set forth in this Agreement.

Class 1-A3 Reserve Fund: The separate, interest-bearing Eligible
-----------------------
Account created and maintained by the Trustee pursuant to Section 4.06
with a depository institution in the name of the Trustee for the benefit
of the Class 1-A3 Certificateholders and designated "First Bank National
Association, Class 1-A3 Reserve Fund in trust for registered holders of
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-6, Class 1-A3". The Class 1-A3 Reserve Fund
will not be a part of the Trust Fund or any REMIC and, for all federal
income tax purposes, will be beneficially owned by ▇▇▇▇▇▇ Brothers Inc.

Class 1-A3 Rounding Account: The separate Eligible Account
---------------------------
established and maintained by the Trustee pursuant to Section 5.05(e) in
the name of the Trustee for the benefit of the Class 1-A3
Certificateholders and designated "First Bank National Association, Class
1-A3 Rounding Account in trust for registered holders of Structured Asset
Securities Corporation Mortgage Pass-Through Certificates, Series 1996-6,
Class 1-A3". Funds in the Rounding Account shall be held in trust for the
Class 1-A3 Certificateholders for the uses and purposes set forth in this
Agreement. The Class 1-A3 Rounding Account will not be a part of the
Trust Fund or any REMIC and, for all federal income tax purposes, will be
beneficially owned by ▇▇▇▇▇▇ Brothers Inc.

Class 1-A5 Percentage: As to any Distribution Date, the percentage
---------------------
equivalent of the fraction, the numerator of which is equal to the Class
Certificate Principal Amount of the Class 1-A5 Certificates immediately
prior to such date and the denominator of which is equal to the sum of
aggregate Certificate Principal Amount of all Group 1 Certificates other
than the Class 1-AP Certificates and the aggregate Component Principal
Amount of the Group 1 Components immediately prior to such date.

Class 1-A5 Prepayment Shift Percentage: As to any Distribution Date
-------------------------------------------
occurring during the five years beginning on the first Distribution Date,
0%. As to any Distribution Date occurring on or after the fifth
anniversary of the first Distribution Date, the following percentage for
such Distribution Date: for any Distribution Date in the first year
thereafter, 30%; for any Distribution Date in the second year thereafter,
40%; for any Distribution Date in the third year thereafter, 60%; for any
Distribution Date in the fourth year thereafter, 80%; and for any
subsequent Distribution Date, 100%

Class 1-A5 Priority Amount: As to any Distribution Date, an amount
--------------------------
equal to the lesser of (i) the sum of (x) the product of the Class 1-A5
Percentage for such date, the Class 1-A5 Scheduled Principal Percentage
for such date and the Scheduled Principal Amount for such date and (y) the
product of the Class 1-A5 Percentage for such date, the Class 1-A5
Prepayment Shift Percentage for such date and the Unscheduled Principal
Amount for such date, and (ii) the Class Certificate Principal Amount of the
Class 1-A5 Certificates immediately prior to such date.

Class 1-A5 Scheduled Principal Percentage: As to any Distribution
-----------------------------------------
Date occurring during the five years beginning on the first Distribution
Date, 0%. As to any Distribution Date occurring on or after the fifth
anniversary of the first Distribution Date, 100%.

Class Percentage: For each Class of Certificates or Component, for
----------------
each Distribution Date, the percentage obtained by dividing the Class
Certificate Principal Amount or Component Principal Amount of such Class
or Component immediately prior to such Distribution Date by the aggregate
Certificate Principal Amount or Component Principal Amount of all
Certificates immediately prior to such date.

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

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

Closing Date: November 26, 1996.
------------

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: Not applicable.
------------------

Collection Period: With respect to any Distribution Date, the period
-----------------
beginning immediately following the conclusion of the next preceding
Collection Period (or, in the case of the first Distribution Date,
beginning on the Cut-off Date) and ending at the close of the Business Day
immediately preceding the related Remittance Date.

Compensating Interest Payment: With respect to any Distribution
-----------------------------
Date, the amount paid by the Servicer in respect of Prepayment Interest
Shortfalls pursuant to Section 4.04(viii) of the Sale and Servicing
Agreement.

Component: Any of the components of a Class of Subordinate
---------
Certificates having the designations and initial Component Principal
Amounts as follows:

Designation Component Principal Amount
----------- --------------------------
Class B1(1) $5,369,000.00
Class B1(2) 2,407,000.00
Class B2(1) 1,263,000.00
Class B2(2) 1,337,000.00
Class B3(1) 1,137,000.00
Class B3(2) 1,069,000.00
Class B4(1) 442,000.00
Class B4(2) 428,000.00
Class B4(3) 42,000.00
Class B5(1) 190,000.00
Class B5(2) 214,000.00
Class B5(3) 21,000.00
Class B6(1) 442,398.87
Class B6(2) 428,591.74
Class B6(3) 105,200.59

Component Interest Rate: With respect to any Distribution Date and
-----------------------
(i) the Group 1 Components, 7.50% per annum; (ii) the Group 2 Components,
the Pool 2 Rate for such date; and (iii) the Group 3 Components, the Pool
3 Rate for such date.

Component Principal Amount: As of any Distribution Date and with
--------------------------
respect to any Component, other than any Notional Component, the initial
Component Principal Amount thereof as set forth in the definition of
Component (plus any Deferred Interest allocated thereto on previous
Distribution Dates and plus, in the case of any Accrual Component, any
related Accrual Amount for each previous Distribution Date), less the sum
of (x) all amounts distributed in reduction thereof on previous
Distribution Dates pursuant to Section 5.02, (y) the amount of all
Realized Losses previously allocated thereto pursuant to Section 5.03 and
(z) any Subordinate Certificate Writedown Amount allocated to such
Component.

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

Converted Mortgage Loan: Any Convertible Mortgage Loan with respect
-----------------------
to which the Mortgagor has exercised its option to convert the Mortgage
Rate from an adjustable to a fixed rate.

Convertible Mortgage Loan: None.
-------------------------

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

Cooperative Loan Documents: As to any Cooperative Loan, (i) the
--------------------------
Cooperative Shares, together with a stock power in blank; (ii) the
original executed Security Agreement and the assignment
of the Security Agreement endorsed in blank; (iii) the original executed
Proprietary Lease and the assignment of the Proprietary Lease endorsed in
blank; (iv) the original executed Recognition Agreement and the assignment
of the Recognition Agreement (or a blanket assignment of all Recognition
Agreements) endorsed in blank; (v) the executed UCC-1 financing statement
with evidence of recording thereon, which has been filed in all places
required to perfect the security interest in the Cooperative Shares and
the Proprietary Lease; and (vi) executed UCC-3 financing statements (or
copies thereof) or other appropriate UCC financing statements required by
state law, evidencing a complete and unbroken line from the mortgagee to
the Trustee with evidence of recording thereon (or in a form suitable for
recordation).

Cooperative Property: The real property and improvements owned by
--------------------
the Cooperative Corporation, that includes the allocation of individual
dwelling units to the holders of the Cooperative Shares of the Cooperative
Corporation.

Cooperative Shares: Shares issued by a Cooperative Corporation.
------------------

Cooperative Unit: A single family dwelling located in a Cooperative
----------------
Property.

Corporate Trust Office: The principal corporate trust office of the
----------------------
Trustee at which, at any particular time, its corporate trust business
shall be administered, which office at the date hereof is located at ▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Structured Finance/SASCO
1996-6.

Corresponding Class: With respect to any class of Lower Tier
-------------------
Interests, the Class of Certificates or Component bearing the identical
alphabetical and numerical designation. With respect to any Class of
Certificates or Component, the class or classes of Lower Tier Interests
bearing the identical alphabetical and numerical designation.

Credit Support Depletion Date: As to each Certificate Group, the
----------------------------------
Distribution Date on which, giving effect to all Distributions on such
date, the aggregate Certificate Principal Amount of the Subordinate
Certificates and the aggregate Component Principal Amount of the
Components of such Certificate Group, and the Class Certificate Principal
Amounts of the Class B4, Class B5 and Class B6 Certificates, have been
reduced to zero.

Credit Support Percentage: As to any Class of Class 3-B1, Class 3-B2
-------------------------
or Class 3-B3 Certificates or any Component, and any Distribution Date,
the sum of the Class Percentages of all Classes of Certificates and
Components in the related Certificate Group that rank lower in priority
than such Class or Component.

Cross-Collateralization Date: Any Distribution Date on which an
----------------------------
Undercollateralization Amount exists with respect to any Certificate
Group.

Cross-Collateralization Percentage: With respect to each Class of 3
----------------------------------
B1, Class 3-B2 and Class 3-B3 Certificates and each Component, and any
Distribution Date, the fraction, expressed as a percentage, the numerator
of which is the sum of the Class Certificate Principal Amounts of all
Cross-Collateralized Certificates having a higher numerical designation
than such Class or Component and the denominator of which is the aggregate
Certificate Principal Amount of all Certificates (without giving effect,
in each case, to distributions on such Distribution Date).

Cross-Collateralized Certificate: Any Class B4, Class B5 or Class B6
--------------------------------
Certificate.

Custodial Account: An account or accounts maintained by the Servicer
-----------------
pursuant to the Sale and Servicing Agreement into which it will deposit
collections on the Mortgage Loans.

Cut-off Date: November 1, 1996.
------------

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

DCR: Duff & ▇▇▇▇▇▇ Credit Rating Co., or any successor in interest.
---

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

Deceased Holder: With respect to a Holder of a Redemption
---------------
Certificate, as defined in Section 5.05(b).

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

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

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

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

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 Distribution Date, the 18th
------------------
day of the month in which such Distribution Date occurs, or, if such 18th
day is not a Business Day, the next succeeding Business Day.

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

Distribution Date: The 25th day of each month or, if such day is not
-----------------
a Business Day, the next succeeding Business Day, commencing in December
1996.

Diversion Fraction: With respect to any Undercollateralized Group
------------------
and each Overcollateralized Mortgage Pool, and with respect to any
Distribution Date, the percentage equivalent of (x) the fraction, the
numerator of which is the related Undercollateralization Amount for such
date and the denominator of which is the aggregate of the Scheduled
Principal Balances of the Mortgage Loans in such Overcollateralized
Mortgage Pool as of the first day of the month of such Distribution Date,
multiplied, if more than one Mortgage Pool is an Overcollateralized Mortgage
Pool, by (y) the applicable Proportionate Percentage.

Diverted Interest Amount: With respect to any Overcollateralized
------------------------
Group and each Undercollateralized Group, and with respect to any
Distribution Date, (x) one month's interest accrued during the related
Interest Accrual Period on the applicable Undercollateralization Amount at
the lesser of the Pool Rate for the related Overcollateralized Mortgage
Pool and the Pool Rate for the related Undercollateralized Mortgage Pool
for such Distribution Date, multiplied, if more than one Mortgage Pool is
an Overcollateralized Mortgage Pool, by (y) the applicable Proportionate
Percentage.

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

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

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

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

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

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

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

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

(v) commercial paper (including both noninterest-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, (A) rated in the highest rating category by each Rating Agency
or (B) that would not adversely affect the then current rating by either
Rating Agency of any of the Certificates;

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

ERISA-Restricted Certificate: Any Subordinate Certificate.
----------------------------

Event of Default: An event described in Section 9.01 of the Sale and
----------------
Servicing Agreement, which pursuant to such agreement is a default by the
Servicer and entitles the Trustee to terminate such Servicer.

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

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

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

Final Scheduled Distribution Date: August 25, 2026.
---------------------------------

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

Financial Security: Financial Security Assurance Inc., a monoline
------------------
insurance company organized and created under the laws of the State of New
York, or any successor thereto.

Financial Security Default: The occurrence and continuance of any of
--------------------------
the following events:

(a) Financial Security shall have failed to make a payment
required under the Class 1-A3 Policy in accordance with its terms;

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

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

Fitch: Fitch Investors Service, L.P., or any successor in interest.
-----

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

Fraud Loss: Any Realized Loss on a Mortgage Loan sustained by reason
----------
of a default arising from fraud, dishonesty or misrepresentation in
connection with the related Mortgage Loan.

Fraud Loss Limit: As of the Cut-off Date, $8,253,323, which amount
----------------
shall be reduced (i) by the amount of Fraud Losses allocated to the
Certificates; (ii) on the first anniversary of the Cut-off Date, to an
amount equal to the excess of 2% of the Cut-off Date Balance of the
Mortgage Loans over the cumulative amount of Fraud Losses allocated to the
Certificates, (iii) on the second, third, and fourth anniversaries of the
Cut-off Date, to an amount equal to the excess of 1% of the Cut-off Date
Balance of the Mortgage Loans over the cumulative amount of Fraud Losses
allocated to the Certificates and (iv) on the fifth anniversary of the
Cut-off Date, to zero.

FSA Premium: With respect to any Distribution Date, and with respect
-----------
to the Class 1-A3 Policy, an amount equal to 1/12th of the product of (a)

the Class Certificate Principal Amount of the Class 1-A3 Certificates as
of such Distribution Date (prior to giving effect to any distribution
thereon on such Distribution Date) and (b) 0.08%.

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

Group 1 Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3, Class
-------------------
1-A4, Class 1-A5, Class 1-AP, or Class 1-AX Certificate, and any B1(1),
B2(1), B3(1), B4(1), B5(1) or B6(1) Component.

Group 1 Component: Any B1(1), B2(1), B3(1), B4(1), B5(1) or B6(1)
-----------------
Component.

Group 1 Lower Tier Interest: Any of Lower Tier Interests 1-A1, 1-A2,
---------------------------
1-A3, 1-A5, ▇-▇▇, ▇-▇▇, ▇▇(▇), ▇▇(▇), ▇▇(▇), ▇▇(▇), ▇▇(▇), B6(1) or R2.

Group 1 Senior Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3,
--------------------------
Class 1-A4, Class 1-A5, Class 1-AP or Class 1-AX Certificate.

Group 2 Certificate: Any Class 2-A Certificate and any B1(2), B2(2),
-------------------
B3(2), B4(2), B5(2) or B6(2) Component.

Group 2 Component: Any B1(2), B2(2), B3(2), B4(2), B5(2) or B6(2)
-----------------
Component.

Group 2 Lower Tier Interest: Any of Lower Tier Interests 2-A, B1(2),
---------------------------
B2(2), B3(2), B4(2), B5(2) or B6(2).

Group 2 Senior Certificate: Any Class 2-A Certificate.
--------------------------

Group 3 Certificate. Any Class 3-A1, Class 3-A2, Class 3-B1, Class
-------------------
3-B2, Class 3-B3, Class R1 or Class R2 Certificate, and any B4(3), B5(3)
or B6(3) Component.

Group 3 Component. Any B4(3), B5(3) or B6(3) Component.
-----------------

Group 3 Lower Tier Interest. Any of Lower Tier Interests 3-A1, 3-A2,
---------------------------
3-B1, 3-B2, 3-B3, B4(3), B5(3), B6(3) or R2.

Group 3 Senior Certificate. Any Class 3-B1, Class 3-B2, Class R1 or
--------------------------
Class R2 Certificate.

Guaranteed Distributions: With respect to any Distribution Date, (i)
------------------------
the Accrued Certificate Interest for the Class 1-A3 Certificates for such
Distribution Date, including the amount of any Net Prepayment Interest
Shortfalls allocable to the Class 1-A3 Certificates on such Distribution
Date that are not covered by the Class 1-A3 Reserve Fund, net of any
Relief Act Reduction allocable to such Class on such date, (ii) the amount

of any Realized Loss, including any Excess Loss, allocated to the Class 1-
A3 Certificates on such Distribution Date and (iii) the Class Certificate
Principal Amount of the Class 1-A3 Certificates to the extent unpaid on
the final Distribution Date.

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

Household: Household Bank, f.s.b., or any successor in interest.
---------

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

Independent: When used with respect to any Accountants, a Person who
-----------
is "independent" within the meaning of Rule 2-01(b) of the Securities and
Exchange Commission's Regulation S-X. When used with respect to any other
Person, a Person who (a) is in fact independent of another specified
Person and any Affiliate of such other Person, (b) does not have any
material direct

financial interest in such other Person or any Affiliate of such other
Person, and (c) is not connected with such other Person or any Affiliate
of such other Person as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions.

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

Initial LIBOR Rate: None.
------------------

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

Insurance Proceeds: Amounts paid by the insurer under any Insurance
------------------
Policy, other than amounts required to be paid over to the Mortgagor
pursuant to law or the related Mortgage Note.

Interest Accrual Period: With respect to any Distribution Date and
-----------------------
any Class of Certificates (other than any Class of LIBOR Certificates or
Principal Only Certificates) or Component, the one-month period beginning
immediately following the end of the preceding Interest Accrual Period (or
from the Cut-off Date, in the case of the first Interest Accrual Period)
and ending on the last day of the month preceding the month in which such
Distribution Date occurs. With respect to any Distribution Date and any
Class of LIBOR Certificates, the one-month period beginning on the 25th
day of the preceding month and ending of the 24th day of the month in
which such Distribution Date occurs.

Interest Distribution Amount: Not applicable.
----------------------------

Interest Reduction: With respect to any Cross-Collateralization Date
------------------
and any Class of Certificates or Component in an Undercollateralized
Group, an amount equal to the excess, if any, of (i) the product of (x)
the applicable Undercollateralization Percentage (multiplied, if there are
two Overcollateralized Mortgage Pools, by the applicable Proportionate
Percentage), (y) the Pool Rate applicable to the Mortgage Pool relating to
such Undercollateralized Group and (z) the Class Certificate Principal
Amount or Aggregate Notional Amount of such Class or the Component
Principal Amount of such Component, over (ii) the product of (x) the
applicable Undercollateralization Percentage (multiplied, if there are two
Overcollateralized Mortgage Pools, by the applicable Proportionate
Percentage), (y) as to each Overcollateralized Mortgage Pool, the lesser
of the related Pool Rate and the Pool Rate applicable to the Mortgage Pool
relating to such Undercollateralized Group and (z) the Class Certificate
Principal Amount or Aggregate Notional Amount of such Class or the Component
Principal Amount of such Component. Any Interest Reductions shall be
allocated to reduce Accrued Certificate Interest for each Class of
Certificates other than the Class 1-A3 Certificates as provided in Section
5.02(e).

Interest Shortfall: With respect to any Class of Certificates and
------------------
any Distribution Date, any Accrued Certificate Interest (net of any Net
Prepayment Interest Shortfalls for the related Mortgage Pool allocable to
such Class) not paid with respect to a previous Distribution Date.

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

Latest Possible Maturity Date: August 25, 2028.
-----------------------------

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

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

LIBOR Certificate: None.
-----------------

LIBOR Determination Date: The second London Business Day immediately
------------------------
preceding the commencement of each Interest Accrual Period for any LIBOR
Certificates.

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

Liquidation Proceeds: As defined in the Sale and Servicing
--------------------
Agreement.

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

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

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

Lower Tier Balance: As to each Lower Tier Interest, the Lower Tier
------------------
Balance assigned thereto in Section 10.01(a).

Lower Tier Interest: Any one of the classes of regular interests in
-------------------
the Lower Tier REMIC designated as such in Section 10.01(a).

Lower Tier Interest Rate: As to each Lower Tier Interest, the
------------------------
applicable interest rate, if any, specified in Section 10.01(a) hereof.

Lower Tier REMIC: One of the two separate REMICs comprising the
----------------
Trust Fund, the assets of which consist of the assets and rights specified
in the definition of the term Trust Fund.

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

Material Defect: As defined in the Sale and Servicing Agreement.
---------------

Moody's: ▇▇▇▇▇'▇ Investors Service, 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 Exhibit B to the
-------------
Sale and Servicing Agreement pertaining to a particular Mortgage Loan
required to be delivered to the Trustee pursuant to this Agreement.

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

Mortgage Loan Negative Amortization: As to any Adjustable Rate
-----------------------------------
Mortgage Loan, an amount added to the principal balance of such Mortgage
Loan pursuant to the terms of the related Note, equal to the excess, if
any, of interest accrued at the Mortgage Rate for any month over the
greater of (a) the amount of the Scheduled Payment for such month and (b)
the amount of interest received in respect of such month from the related
Mortgagor.

Mortgage Loan Sale and Assignment Agreement: The agreement for the
-------------------------------------------
sale of the Mortgage Loans by ▇▇▇▇▇▇ Capital to the Depositor and the
assignment to the Depositor of the rights of ▇▇▇▇▇▇ Capital under the Sale
and Servicing Agreement, between ▇▇▇▇▇▇ Capital, as seller and assignor,
and the Depositor, as purchaser and assignee.

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 pursuant to Section 2.02.

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

Mortgage Pool: Any of Pool 1, Pool 2 or Pool 3.
-------------

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

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

Mortgagor: The obligor on a Mortgage Note.
---------

Negative Amortization Certificate: None.
---------------------------------

Net Mortgage Rate: With respect to any Mortgage Loan, the Mortgage
-----------------
Rate thereof reduced by the Servicing Fee Rate.

Net Prepayment Interest Shortfall: With respect to any Distribution
---------------------------------
Date and any Mortgage Pool, the excess, if any, of any Prepayment Interest
Shortfalls for such date with respect to the Mortgage Loans in such
Mortgage Pool over any amount that is required under the Sale and
Servicing Agreement to be paid by the Servicer in respect of such
shortfalls.

Non-AP Percentage: As to any Discount Mortgage Loan, the percentage
-----------------
equivalent of the fraction, the numerator of which is the Net Mortgage
Rate of such Discount Mortgage Loan and the denominator of which is 7.50%.
As to any Pool 1 Non-Discount Mortgage Loan, 100%.

Notice of Claim: The notice to be delivered by the Trustee to
---------------
Financial Security with respect to any Distribution Date
pursuant to Section 5.06(a), which shall be in the form attached to the
Class 1-A3 Policy.

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

Notional Certificate: Any Class 1-A4 or Class 1-AX Certificate.
--------------------

Notional Component: None.
------------------

Notional Component Amount: None.
-------------------------

Offering Document: Either of the Prospectus or the private placement
-----------------
memorandum dated November 20, 1996 relating to the Class B4, Class B5 and
Class B6 Certificates.

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

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

Original Credit Support Percentage: As to any Class of Class 3-B1,
----------------------------------
Class 3-B2 or Class 3-B3 Certificates or any Component, and any
Distribution Date, the Credit Support Percentage for such Class or
Component on the Closing Date.

Original Cross-Collateralization Percentage: As to any Class of
-------------------------------------------
Class 3-B1, Class 3-B2 or Class 3-B3 Certificates or any Component, and
any Distribution Date, the Cross-Collateralization Percentage for such
Class or Component on the Closing Date.

Original Subordinate Principal Amount: The aggregate Certificate
-------------------------------------
Principal Amount of the Subordinate Certificates as of the Closing Date.

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

Overcollateralization Amount: As to any Distribution Date and any
----------------------------
Certificate Group, the excess, if any, of the aggregate of the Scheduled
Principal Balances of the Mortgage Loans in the related Mortgage Pool as
of the first day of the month of such Distribution Date over the sum of
the Class Certificate Principal Amounts and Component Principal Amounts of
the Classes and Components of the related Certificate Group immediately
prior to such Distribution Date.

Overcollateralized Group: At any time of determination, any
------------------------
Certificate Group for which an Overcollateralization Amount greater than
zero is calculated.

Overcollateralized Mortgage Pool: Each Mortgage Pool relating to an
--------------------------------
Overcollateralized Group.

PAC Amount: As to any Distribution Date and any Class of PAC
----------
Certificates and any PAC Component, the amount designated as such for such
Distribution Date and such Class or Component as set forth in the
Principal Amount Schedules.

PAC Certificate: None.
---------------

PAC Component: None.
-------------

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

Percentage Interest: With respect to any Certificate, its percentage
-------------------
interest in the undivided beneficial ownership interest in the Trust Fund
evidenced by all Certificates of the same Class as such Certificate. With
respect to any Certificate other than a Class 1-AX Certificate, the
Percentage Interest evidenced thereby shall equal the initial Certificate
Principal Amount (or, in the case of a Notional Certificate, the initial
Notional Amount) thereof divided by the initial Class Certificate
Principal Amount (or, in the case of a Notional Certificate, the initial
Aggregate Notional Amount) of all Certificates of the same Class. With
respect to any Class 1-AX Certificate, the Percentage Interest evidenced
thereby shall be as specified on the face thereof.

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

Placement Agent: ▇▇▇▇▇▇ Brothers Inc.
---------------

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

Pool 1: The aggregate of the Mortgage Loans having original terms to
------
maturity of at least 20 years and not longer than 30 years and Net
Mortgage Rates less than or equal to 8.25% per annum, as identified on the
Mortgage Loan Schedule.

Pool 1 Discount Mortgage Loan: Any Pool 1 Mortgage Loan with a Net
-----------------------------
Mortgage Rate less than 7.50% per annum.

Pool 1 Non-Discount Mortgage Loan: Any Pool 1 Mortgage Loan with a
---------------------------------
Net Mortgage Rate greater than or equal to 7.50% per annum.

Pool 1 Premium Mortgage Loan. Any Pool 1 Mortgage Loan with a Net
----------------------------
Mortgage Rate greater than 7.50% per annum.

Pool 1 Rate: 7.50% per annum.
-----------

Pool 2: The aggregate of the Mortgage Loans having original terms to
------
maturity of at least 20 years and not longer than 30 years and Net
Mortgage Rates greater than 8.25% per annum, as identified on the Mortgage
Loan Schedule.

Pool 2 Rate: With respect to any Distribution Date, the per annum
-----------
rate equal to weighted average of the Net Mortgage Rates of the Pool 2
Mortgage Loans, weighted on the basis of the Scheduled Principal Balances
of such Mortgage Loans as of the first day of the related Interest Accrual
Period.

Pool 3: The aggregate of the Mortgage Loans having original terms to
------
maturity of 15 years, as identified on the Mortgage Loan Schedule.

Pool 3 Rate: With respect to any Distribution Date, the per annum
-----------
rate equal to weighted average of the Net Mortgage Rates of the Pool 3
Mortgage Loans, weighted on the basis of the Scheduled Principal Balances
of such Mortgage Loans as of the first day of the related Interest Accrual
Period.

Pool Rate: Any of the Pool 1 Rate, the Pool 2 Rate and the Pool 3
---------
Rate.

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

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

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

Principal Amount Schedules: Any principal amount schedules attached
--------------------------
hereto, if applicable, as Schedule B, setting forth the PAC Amounts of any
PAC Certificates and PAC Components, the TAC Amounts of any TAC
Certificates and TAC Components, and the Scheduled Amounts of any
Scheduled Certificates and Scheduled Components.

Principal Distribution Amount: With respect to any Distribution Date
-----------------------------
and any Certificate Group, the sum of the related Senior Principal
Distribution Amount and the related Subordinate Principal Distribution
Amount, and, in the case of Group 1, the Class 1-AP Principal Distribution
Amount.

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

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

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.

Proportionate Percentage: As to any Distribution Date with respect
------------------------
to which two Mortgage Pools are Overcollateralized Mortgage Pools, and as
to each Overcollateralized Mortgage Pool, the fraction, expressed as a
percentage, the numerator of which is the related Overcollateralization
Amount immediately prior to such Distribution Date and the denominator of
which is the sum of the Overcollateralization Amounts for both such
Mortgage Pools immediately prior to such date.

Prospectus: The prospectus supplement dated November 20, 1996,
----------
together with the accompanying prospectus dated May 21, 1996, relating to
the Class 1-A1, Class 1-A2, Class 1-A3, Class 1-A4, Class 1-A5, Class 1-AP,
Class 1-AX, Class 2-A, Class 3-A1, Class 3-A2, Class B1, Class 3-B1, Class
B2, Class 3-B2, Class B3, Class 3-B3, Class R1 and Class R2 Certificates.

Purchase Price: With respect to the repurchase of a Mortgage Loan
--------------
pursuant to Article II of this Agreement, an amount equal to the sum of
(a) 100% of the unpaid principal balance of such Mortgage Loan and (b)
accrued interest thereon at the Mortgage Rate, from the date as to which
interest was last paid to (but not including) the Due Date immediately
preceding the related Distribution Date. The Servicer shall be reimbursed
from the Purchase Price for any Mortgage Loan it services or related REO
Property for any Advances made with respect to such Mortgage Loan that are
reimbursable to the Servicer under the Sale and Servicing Agreement.

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

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

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

(c) provide that if at any time the then current credit
standing of the obligor under such guaranteed investment contract is such
that continued investment pursuant to such contract of funds would result
in a downgrading of any rating of the Certificates, the Trustee shall
terminate such contract without penalty and be entitled to the return of
all funds previously invested thereunder, together with accrued interest
thereon at the interest rate provided under such contract to the date of
delivery of such funds to the Trustee;

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

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

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

Qualifying Substitute Mortgage Loan: In the case of a Mortgage Loan
-----------------------------------
substituted for a Deleted Mortgage Loan, a Mortgage Loan that, on the date
of substitution, (i) has a Scheduled Principal Balance (together with that
of any other mortgage loan substituted for the same Deleted Mortgage Loan)
as of the Due Date in the month in which such substitution occurs not in
excess of the Scheduled Principal Balance of the related Deleted Mortgage
Loan, provided, however, that, to the extent that the Scheduled Principal
-------- -------
Balance of such Mortgage Loan is less than the Scheduled Principal Balance
of the related Deleted Mortgage Loan, then such differential in principal
amount, together with interest thereon at the applicable Mortgage Rate net
of the Servicing Fee from the date as to which interest was last paid
through the end of the Due Period in which such substitution occurs, shall
be paid by the party effecting such substitution to the Trustee for
deposit into the Certificate Account, and shall be treated as a Principal
Prepayment hereunder; (ii) has a Net Mortgage Rate not lower than the Net
Mortgage Rate of the related Deleted Mortgage Loan; (iii) if the total
principal balance of Qualified Substitute Mortgage Loans in the Trust is
less than 5% of the initial principal balance of the Mortgage Loans, has a
remaining stated term to maturity not longer than, and not more than one
year shorter than, the remaining term to stated maturity of the related
Deleted Mortgage Loan; (iv) has a Loan-to-Value Ratio as of the date of
such substitution not greater than that of the related Deleted Mortgage
Loan; (v) will comply with all of the representations and warranties
relating to Mortgage Loans set forth herein, as of the date as of which
such substitution occurs; and (vi) is not a Cooperative Loan unless the
related Deleted Mortgage Loan was a Cooperative Loan. In the event that
either one mortgage loan is substituted for more than one Deleted Mortgage
Loan or more than one mortgage loan is substituted for one or more Deleted
Mortgage Loans, then (a) the Scheduled Principal Balance referred to in
clause (i) above shall be determined on a loan-by-loan basis, (b) the rate
referred to in clause (ii) above shall be determined on a loan-by-loan
basis and (c) the remaining term to stated maturity referred to in clause
(iii) above shall be determined on a weighted average basis, provided that
the final scheduled maturity date of any Qualifying Substitute Mortgage
Loan shall not exceed the Final Scheduled Distribution Date of any Class
of Certificates. Whenever a Qualifying Substitute Mortgage Loan is
substituted for a Deleted Mortgage Loan pursuant to this Agreement, the
party effecting such substitution shall certify such qualification in
writing to the Trustee.

Rating Agency: Each of Fitch and S&P; provided, that with respect to
-------------
the rated Subordinate Certificates, Fitch will be the sole Rating Agency.

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

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

Record Date: With respect to any Distribution Date, the close of
-----------
business on the last Business Day of the month immediately preceding the
month in which such Distribution Date occurs.

Redemption Certificate: Any Class 1-A3 Certificate.
----------------------

Reference Banks: As defined in Section 4.05.
---------------

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

REMIC: Each pool of assets in the Trust Fund designated as a REMIC
-----
pursuant to Section 10.01(a) hereof.

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

Remittance Date: The day in each month on which Servicer is required
---------------
to remit payments to the account maintained by the Trustee, which shall be
the 18th day of each month (or the first Business Day immediately
preceding, if such 18th day is not a Business Day).

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

Reserve Interest Rate: As defined in Section 4.05.
---------------------

Residual Certificate: Any Class R1 or Class R2 Certificate.
--------------------

Responsible Officer: When used with respect to the Trustee, any Vice
-------------------
President, Assistant Vice President, the Secretary, any assistant
secretary, the Treasurer, or any assistant treasurer, working in its
corporate trust department, or any other officer of the Trustee to whom a
matter is referred because of such officer's knowledge of and familiarity
with the particular subject.

Restricted Certificate: Any Class B4, Class B5 or Class B6
----------------------
Certificate.

S&P: Standard & Poor's Rating Services, a division of the
---
▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or any successor in interest.

Sale and Servicing Agreement: The Sale and Servicing Agreement among
----------------------------
Household, the Servicer and ▇▇▇▇▇▇ Capital, dated as of November 1, 1996,
attached hereto as Exhibit E.

Scheduled Amount: As to any Distribution Date and any Class of
----------------
Scheduled Certificates and any Scheduled Component, the amount designated
as such for such Distribution Date and such Class or Component as set
forth in the Principal Amount Schedules.

Scheduled Certificate: None.
---------------------

Scheduled Component: None.
-------------------

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

Scheduled Principal Amount: As to any Distribution Date, an amount
-------------------------------
equal to the amount described in clause (i)(b) of the definition of Senior
Principal Distribution Amount for Group 1.

Scheduled Principal Balance: (i) with respect to any Mortgage Loan
---------------------------
as of any Distribution Date, the principal balance of such Mortgage Loan
at the close of business on the Cut-off Date, after giving effect to
principal payments due on or before the Cut-off Date, whether or not
received, less an amount equal to principal payments due after the Cut-off
Date and on or before the Due Date the related Due Period, whether or not
received from the Mortgagor or advanced by the Servicer, 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 Prepayment Period ending in the month prior to the month of
such Distribution Date) and (ii) with respect to any REO Property as of
any Distribution Date, the Scheduled Principal Balance of the related
Mortgage Loan on the Due Date immediately preceding the date of
acquisition of such REO Property by the Trustee (reduced by any amount
applied as a reduction of principal on the Mortgage Loan).

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.

Senior Certificate: Any Class 1-A1, Class 1-A2, Class 1-A3, Class 1
------------------
A4, Class 1-A5, Class 1-AP, Class 1-AX, Class 2-A, Class 3-A1, Class 3-A2,
Class R1 or Class R2 Certificates.

Senior Percentage: With respect to each Certificate Group and any
-----------------
Distribution Date, the percentage equivalent of the fraction, the
numerator of which is the aggregate Certificate Principal Amount of the
related Senior Certificates (other than, in the case of Group 1, the Class
1-AP Certificates) immediately prior to such date and the denominator of
which is the sum of the aggregate Certificate Principal Amount of all
Classes of related Certificates (other than, in the case of Group 1, the
Class 1-AP Certificates) and the Component Principal Amount of the related
Components, in each case, prior to such date.

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

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

Senior Principal Adjustment Amount: As to any Distribution Date and
----------------------------------
each Undercollateralized Group, the sum of the applicable Diversion
Fraction of the Senior Principal Distribution Amount for each
Overcollateralized Group, except that for purposes of calculating such
amount, all references to Senior Percentage and Senior Prepayment
Percentage in the definition of Senior Principal Distribution Amount shall
be to the Senior Percentage and the Senior Prepayment Percentage,
respectively, of such Undercollateralized Group.

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

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

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

(iii) with respect to unscheduled recoveries allocable to
principal of any Mortgage Loan in the related Mortgage Pool that was
finally liquidated during the related Prepayment Period, the lesser of (a)
the related net Liquidation Proceeds allocable to principal (multiplied by
the applicable Non-AP Percentage, in the case of Pool 1) and (b) the
product of the related Senior Prepayment Percentage for such date and the
Scheduled Principal Balance (multiplied by the applicable Non-AP
Percentage, in the case of Pool 1) of such Mortgage Loan at the time of
liquidation; and

(iv) any amounts described in clauses (i) through (iii) for any
previous Distribution Date that remain unpaid;
provided, that on any Cross-Collateralization Date the Senior Principal
Distribution Amount for each Undercollateralized Group will be increased,
and the Senior Principal Distribution Amount for each Overcollateralized
Group will be decreased, by the applicable Senior Principal Adjustment
Amount (or the applicable portion thereof) for such date.

Servicer: Fleet Mortgage Corp., as servicer under the Sale and
--------
Servicing Agreement, or any successor in interest.

Servicing Advance: As defined in the Sale and Servicing Agreement.
-----------------

Servicing Fee: As defined in the Sale and Servicing Agreement.
-------------

Servicing Fee Rate: 0.25% per annum.
------------------

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

Special Hazard Loss Limit: As of the Cut-off Date, $2,445,541, which
-------------------------
amount shall be reduced from time to time to an amount equal on any
Distribution Date to the lesser of (a) the greatest of (i) 1% of the
aggregate of the Scheduled Principal Balances of the Mortgage Loans; (ii)
twice the Scheduled Principal Balance of the Mortgage Loan having the
highest Scheduled Principal Balance, and (iii) the aggregate Scheduled
Principal Balances of the Mortgage Loans secured by Mortgaged Properties
located in the single California postal zip code area having the highest
aggregate Scheduled Principal Balance of Mortgage Loans of any such postal
zip code area and (b) the Special Hazard Loss Limit as of the Closing Date
less the amount of Special Hazard Losses incurred since the Closing Date.

Startup Day: The day designated as such pursuant to Section 10.0l(b)
-----------
hereof.

Subordinate Certificate: Any Class B Certificate.
-----------------------

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

Subordinate Class Percentage: With respect to any Distribution Date
----------------------------
and any Class of Subordinate Certificates or any Component, the percentage
obtained by dividing the Class Certificate Principal Amount of such Class
or the Component Principal Amount of such Component immediately prior to
such Distribution Date by the sum of the Certificate Principal Amounts of
all Subordinate Certificates and the Component Principal Amounts of all
Components in the related Certificate Group immediately prior to such
date.

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

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

Subordinate Principal Adjustment Amount: As to any Distribution Date
---------------------------------------
and each Undercollateralized Group, the sum of the applicable Diversion
Fraction of the Subordinate Principal Distribution Amount for each
Overcollateralized Group, except that for purposes of calculating such
amount, all references to Subordinate Percentage and Subordinate
Prepayment Percentage in the definition of Subordinate Principal
Distribution Amount shall be to the Subordinate Percentage and Subordinate
Prepayment Percentage, respectively, of such Undercollateralized Group.

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

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

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

(iii) with respect to unscheduled recoveries allocable to
principal of any Mortgage Loan in the related Mortgage Pool that was
finally liquidated during the related Prepayment Period, the related net
Liquidation Proceeds allocable to principal (multiplied by the applicable
Non-AP Percentage, in the case of Pool 1), less any related amount paid
pursuant to subsection (iii) of the definition of Senior Principal
Distribution Amount for the related Certificate Group; and

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

provided, that on any Cross-Collateralization Date the Subordinate
Principal Distribution Amount for each Undercollateralized Group will be
increased, and the Subordinate Principal Distribution Amount for the
Overcollateralized Group will be decreased, by the applicable Subordinate
Principal Adjustment Amount (or the applicable portion thereof) for such
date.

Tax Matters Person: "Tax matters person" as defined in the REMIC
------------------
Provisions.

Termination Price: As defined in Section 7.01 hereof.
-----------------

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

Trust Fund: The corpus of the trust created pursuant to this
----------
Agreement, consisting of the Mortgage Loans, the assignment of the
Depositor's rights under the Sale and Servicing Agreement, such amounts as
shall from time to time be held in the Certificate Account, the Insurance
Policies, any REO Property, the Class 1-A3 Policy and the other items
referred to in, and conveyed to the Trustee under, Section 2.01(a).

Trustee: First Bank National Association, or any successor in
-------
interest, or if any successor trustee or any co-trustee shall be appointed
as herein provided, then such successor trustee and such co-trustee, as
the case may be.

Trustee Fee: None. (The Trustee's compensation is described in
-----------
Section 4.04(c).)

Undercollateralization Amount: As to any Distribution Date and any
-----------------------------
Certificate Group, the excess, if any, of the sum of the Class Certificate
Principal Amounts and Component Principal Amounts of the Classes and
Components of such Certificate Group immediately prior to such
Distribution Date over the aggregate of the Scheduled Principal Balances
of the Mortgage Loans in the related Mortgage Pool as of the first day of
the month of such Distribution Date.

Undercollateralization Percentage: As to any Distribution Date and
---------------------------------
Undercollateralized Group, the fraction, expressed as a percentage, the
numerator of which is the Undercollateralization Amount for such
Certificate Group and such Distribution Date and the denominator of which
is the sum of the Class Certificate Principal Amounts and the Component
Principal Amounts of the Classes and Components of such
Undercollateralized Group immediately prior to such Distribution Date.

Undercollateralized Group: At any time of determination, any
-------------------------
Certificate Group for which an Undercollateralization Amount greater than
zero is calculated.

Undercollateralized Mortgage Pool: Each Mortgage Pool relating to an
---------------------------------
Undercollateralized Group.

Unscheduled Principal Amount: As to any Distribution Date, the sum
----------------------------
of the amounts described in clauses (ii)(b) and (iii) (without regard to
the reference in clause (iii) to the "Senior Prepayment Percentage") of
the definition of Senior Principal Distribution Amount.

Upper Tier REMIC: One of the two separate REMICs comprising the
----------------
Trust Fund, the assets of which consist of the Lower Tier Interests.

Voting Interests: The portion of the voting rights of all the
----------------
Certificates that is allocated to any Certificate for purposes of the
voting provisions of this Agreement. At all times during the term of this
Agreement, 98% of all Voting Interests shall be allocated to the
Certificates other than the Class 1-A4 and 1-AX Certificates, 1% of all
Voting Interests shall be allocated to the Class 1-A4 Certificates, and 1%
of all Voting Interests shall be allocated to the Class 1-AX Certificates.
Voting Interests allocated to the Class 1-A4 Certificates shall be
allocated among the Certificates of such Class in proportion to their
Notional Amounts. Voting Interests allocated to the Class 1-AX
Certificates shall be allocated among the Certificates of such Class in
proportion to their Percentage Interests. Voting Interests shall be
allocated among the other Classes of Certificates (and among the
Certificates within each such Class) in proportion to their Class
Certificate Principal Amounts (or Certificate Principal Amounts).

Weighted Average Rate: As to any Distribution Date, the per annum
---------------------
variable rate equal to the weighted average of the Net Mortgage Rates of
the Mortgage Loans as of the first day of the related Interest Accrual
Period.

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

Section 1.03. Calculations Respecting Accrued Interest. Accrued
----------------------------------------
interest, if any, on any Certificate shall be calculated based upon a
360-day year consisting of twelve 30-day months.

ARTICLE II

DECLARATION OF TRUST;
ISSUANCE OF CERTIFICATES

Section 2.01. Creation and Declaration of Trust Fund; Conveyance of
-----------------------------------------------------
Mortgage Loans. (a) Concurrently with the execution and delivery of this
--------------
Agreement, the Depositor does hereby transfer, assign, set over, deposit
with and otherwise convey to the Trustee, without recourse, in trust, all
the right, title and interest of the Depositor in and to the Mortgage
Loans. Such conveyance includes, without limitation, the right to all
distributions of principal and interest due with respect to the Mortgage
Loans after the Cut-off Date, together with all of the
Depositor's right, title and interest in and to the Certificate Account
and all amounts from time to time credited to and the proceeds of the
Certificate Account, any REO Property, the Depositor's rights under any
Insurance Policies related to the Mortgage Loans, and the Depositor's
security interest in any collateral pledged to secure the Mortgage Loans,
including the Mortgaged Properties and any Additional Collateral, to have
and to hold, in trust; and the Trustee declares that, subject to the
review provided for in the Sale and Servicing Agreement, it has received
and shall hold the Trust Fund, as trustee, in trust, for the benefit and
use of the Holders of the Certificates and for the purposes and subject to
the terms and conditions set forth in this Agreement, and, concurrently
with such receipt, has caused to be executed, authenticated and delivered
to or upon the order of the Depositor, in exchange for the Trust Fund,
Certificates in the authorized denominations evidencing the entire
ownership of the Trust Fund. In addition, the Depositor has caused
Financial Security to deliver the Class 1-A3 Policy to the Trustee.

Concurrently with the execution and delivery of this agreement, the
Depositor does hereby assign to the Trustee all of its rights and interest
under the Mortgage Loan Sale and Assignment Agreement, which include all
of the Depositor's rights and interests under the Sale and Servicing
Agreement (but which do not include the rights of ▇▇▇▇▇▇ Capital under
Section 11.13 thereof), and delegates its obligations under the Mortgage
Loan Sale and Assignment Agreement, which include the obligations of the
Depositor under the Sale and Servicing Agreement, (which rights and
interests have been assigned and which obligations have been delegated to
the Depositor by ▇▇▇▇▇▇ Capital pursuant to the Mortgage Loan Sale and
Assignment Agreement), to the Trustee. The Trustee hereby accepts such
assignment and delegation, and shall be entitled to exercise all such
rights of the Depositor under the Mortgage Loan Sale and Assignment
Agreement and the Sale and Servicing Agreement as if, for such purpose, it
were the Depositor.

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

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

(c) Assignments of Mortgage shall be recorded; provided, however,
that such Assignments need not be recorded if, in the -------- -------

Opinion of Counsel (which must be Independent counsel) acceptable to the
Trustee and the Rating Agencies, recording in such states is not required
to protect the Trustee's interest in the related Mortgage Loans. Subject
to the preceding sentence, as soon as practicable after the Closing Date,
the Trustee, at the expense of the Depositor, shall cause to be properly
recorded in each public recording office where the Mortgages are recorded
each Assignment of Mortgage referred to in subsections (b)(ii) and (iv)
above.

(d) For Mortgage Loans (if any) that have been prepaid in full after
the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of
delivering the above-referenced documents, herewith delivers or causes to
be delivered to the Trustee an Officer's Certificate which shall include a
statement to the effect that all amounts received in connection with such
prepayment that are required to be deposited in the Custodial Account
maintained by the Servicer pursuant to the Sale and Servicing Agreement
have been so deposited.

Section 2.02. Acceptance of Trust Fund by Trustee: Review of
----------------------------------------------
Documentation for Trust Fund. (a) The Trustee, by execution and delivery
----------------------------
hereof, acknowledges receipt of the Mortgage Files pertaining to the
Mortgage Loans listed on the Mortgage Loan Schedule, subject to the
Trustee's review thereof in its capacity as designee of the Purchaser
under the Sale and Servicing Agreement. The Trustee executed and
delivered as of November 13, 1996, an initial certification (the "Initial
Certification") certifying as to its receipt of the documents required to
be delivered pursuant to the Sale and Servicing Agreement and identifying
any defects in such documents, and delivered such certification to the
Depositor and to Household. Pursuant to Section 3.04 of the Sale and
Servicing Agreement, Household is obligated to cure any Material Defect
(as defined in the Sale and Servicing Agreement) identified in such
Initial Certification, or to repurchase the related Mortgage Loan, within
90 days of receipt of such Initial Certification or other notice of such
Material Defects.

(b) Prior to the first anniversary of the Closing Date, the Trustee
shall deliver to the Depositor a Final Certification substantially in the
form annexed hereto as Exhibit B-3 evidencing the completeness of the
Mortgage Files in its possession or control.

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

Section 2.03. Representations and Warranties of the Depositor. (a)
-----------------------------------------------
The Depositor hereby represents and warrants to the Trustee that:

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

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

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

(iv) this Agreement has been duly executed and delivered by the
Depositor and, assuming due authorization, execution and delivery by the
Trustee, 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;

(b) The representations and warranties of Household with respect to
the Mortgage Loans in Section 3.03 of the Sale and Servicing Agreement,
which have been assigned to the Trustee hereunder, were made as of
November 13, 1996. To the extent that any fact, condition or event with
respect to a Mortgage Loan constitutes a breach of both (i) a
representation or warranty of Household under the Sale and Servicing
Agreement and (ii) a representation or warranty of ▇▇▇▇▇▇ Capital under
the Mortgage Loan Sale and Assignment Agreement, the only right or remedy
of the Trustee or of any Certificateholder shall be the Trustee's right to
enforce the obligations of Household under any applicable representation
or warranty made by it. The Trustee acknowledges and agrees that the
representations and warranties of ▇▇▇▇▇▇ Capital in Section 1.04 of the
Mortgage Loan Sale and Assignment Agreement are applicable only to facts
or conditions that arise or events that occur subsequent to November 13,
1996, and which do not constitute a breach of any representation or
warranty made by Household in Section 3.03 of the Sale and Servicing
Agreement. The Trustee acknowledges that ▇▇▇▇▇▇ Capital shall have no
obligation or liability with respect to any breach of a representation or
warranty made by it with respect to the Mortgage Loans if the fact,
condition or event constituting such breach also constitutes a breach of a
representation or warranty made by Household in Section 3.03 of the Sale
and Servicing Agreement, without regard to whether Household fulfills its
contractual obligations in respect of such representation or warranty.
The Trustee further acknowledges that the Depositor shall have no
obligation or liability with respect to any breach of any representation
or warranty with respect to the Mortgage Loans under any circumstances.

Section 2.04. Discovery of Breach. It is understood and agreed that
-------------------
the representations and warranties set forth in Section 2.03 survive
delivery of the Mortgage Files and the Assignment of Mortgage of each
Mortgage Loan to the Trustee and shall continue throughout the term of
this Agreement. Upon discovery by either the Depositor or the Trustee of
a breach of any of the foregoing representations and warranties that
adversely and materially affects the value of the related Mortgage Loan
and that does not constitute a breach of any representation or warranty of
Household under Section 3.03 of the Sale and Servicing Agreement or of
▇▇▇▇▇▇ Capital under the Mortgage Loan Sale and Assignment Agreement, the
party discovering such breach shall give prompt written notice to the
other party. Within 90 days of the discovery of such a breach with
respect to the representations and warranties given to the
Trustee, the Depositor shall either (a) cure such breach in all material
respects, (b) repurchase such Mortgage Loan or any property acquired in
respect thereof from the Trustee at the Purchase Price or (c) within the
two year period following the Closing Date, substitute a Qualifying
Substitute Mortgage Loan for the affected Mortgage Loan.

Section 2.05. Repurchase, Purchase or Substitution of Mortgage
------------------------------------------------
Loans. (a) With respect to any Mortgage Loan repurchased by the
-----
Depositor pursuant to this Article II, by Household pursuant to the Sale
and Servicing Agreement or by ▇▇▇▇▇▇ Capital pursuant to the Mortgage Loan
Sale and Assignment Agreement, the principal portion of the funds received
by the Trustee in respect of such repurchase of a Mortgage Loan will be
considered a Principal Prepayment and shall be deposited in the
Certificate Account. The Trustee, upon receipt of the full amount of the
Purchase Price for a Deleted Mortgage Loan, or upon receipt of the
Mortgage File for a Qualifying Substitute Mortgage Loan substituted for a
Deleted Mortgage Loan, shall release or cause to be released and reassign
to the Depositor 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 the Depositor or its designee or assignee title to
any Deleted Mortgage Loan released pursuant hereto, free and clear of all
security interests, liens and other encumbrances created by this
Agreement, which instruments shall be prepared by the Trustee, and the
Trustee shall have no further responsibility with respect to the Mortgage
File relating to such Deleted Mortgage Loan.

(b) With respect to each Qualifying Substitute Mortgage Loan to be
delivered to the Trustee pursuant to the terms of this Article II in
exchange for a Deleted Mortgage Loan: (i) the Depositor must deliver to
the Trustee 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 each of the representations and
warranties set forth in Section 2.03(f). As soon as practicable after the
delivery of any Qualifying Substitute Mortgage Loan hereunder, the Trustee
shall cause the Assignment of Mortgage with respect to such Qualifying
Substitute Mortgage Loan to be recorded if required pursuant to the first
sentence of Section 2.01(c).

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

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

ARTICLE III

THE CERTIFICATES

Section 3.01. The Certificates. (a) The Certificates shall be
----------------
issuable in registered form only. The Book-Entry Certificates will be
evidenced by one or more certificates, beneficial ownership of which will
be held in the dollar denominations in Certificate Principal Amount or
Notional Amount, as applicable, specified in this paragraph. Each Class
of Book-Entry Certificates, other than the Class 1-A3 Certificates, will
be issued in minimum denominations of $100,000 in Certificate Principal
Amount and in integral multiples of $1 in excess thereof. The Class 1-A3
Certificates will be issued in minimum denominations of $1,000 in
Certificate Principal Amount and in integral multiplies of $1,000 in
excess thereof. The Class 1-AP Certificates will be issued in definitive,
fully registered form in minimum denominations of $200,000 in Certificate
Principal Amount and in integral multiplies of $1,000 in excess thereof.
Each Class of Subordinate Certificates will be issued in
definitive, fully registered form in minimum denominations of $250,000 (or
the entire Class or, if smaller, the entire Class Certificate Principal
Amount of such Class) in Certificate Principal Amount and in integral
multiples of $1,000 in excess thereof. The Class 1-A4 Certificates will
be issued in definitive, fully registered form in minimum denominations of
$2,500,000 in Notional Amount and in multiples of $1,000,000 in excess
thereof. The Class 1-AX Certificates will be issued in definitive, fully
registered form in minimum Percentage Interests of 20%. Each Residual
Certificate will be issued as a single Certificate and maintained in
definitive, fully registered form in a minimum denomination equal to 100%
of the Percentage Interest of such Class. The Certificates may be issued
in the form of typewritten certificates. One Certificate of each Class of
Certificates other than the Residual Certificates may be issued in any
denomination in excess of the minimum denomination.

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

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

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

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

(c) By acceptance of a Restricted Certificate, whether upon original
issuance or subsequent transfer, each Holder of such a Certificate
acknowledges the restrictions on the transfer of such Certificate set
forth thereon and agrees that it will transfer such a Certificate only as
provided herein.

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

(i) The Certificate Registrar shall register the transfer of a
Restricted Certificate if the requested transfer is (x) to the Depositor
or the Placement Agent, an affiliate (as defined in Rule 144(a)(1) under
the ▇▇▇▇ ▇▇▇) of the Depositor or the Placement Agent or (y) being made
to a "qualified institutional buyer" as defined in Rule 144A under the
Securities Act of 1933, as amended (the "Act") by a transferor who has
provided the Trustee with a certificate in the form of Exhibit F hereto;
and

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

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

(e) As a condition of the registration of transfer or exchange of
any Certificate, the Certificate Registrar may require the certified
taxpayer identification number of the owner of the Certificate and the
payment of a sum sufficient to cover any tax or other governmental charge
imposed in connection therewith; provided, however, that the Certificate
Registrar shall have no obligation to require such payment or to determine
whether or not any such tax or charge may be applicable. No service charge
shall be made to the Certificateholder for any registration, transfer or
exchange of Certificate.

(f) Notwithstanding anything to the contrary contained herein, no
Residual Certificate may be owned, pledged or transferred, directly or
indirectly, by or to a Disqualified Organization.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IV

ADMINISTRATION OF THE TRUST FUND

Section 4.01. (Omitted).

Section 4.02. (Omitted).

Section 4.03. Reports to Certificateholders. (a) On each
-----------------------------
Distribution Date, the Trustee shall deliver or cause to be delivered by
first class mail to each Holder of Certificates a written report setting
forth the following information, which information the Trustee will
determine no later than two Business Days prior to the Distribution Date
based on, with respect to the Mortgage Loans, data which the Servicer will
provide to the Trustee or its designee no later than the Remittance Date:

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

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

(iii) the amount, if any, of any distribution to the Holder of
each Class of Residual Certificates;

(iv) the aggregate amount of any Advances in respect of Mortgage
Loans in each Mortgage Pool made by or on behalf of the Servicer (or the
Trustee) included in the amounts actually distributed to the
Certificateholders;

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

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

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

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

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

(x) the deemed principal balance of each REO Property in each
Mortgage Pool as of the close of business on the last Business Day of the
calendar month immediately preceding the month in which such Distribution
Date occurs;

(xi) with respect to any Mortgage Loan in any Mortgage Pool that
became an REO Property during the preceding calendar month, the principal
balance of such Mortgage Loan and the number of such Mortgage Loans as of
the close of business on the Distribution Date in such preceding month;

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

(xiii) the aggregate of any Net Prepayment Interest Shortfalls
allocated to each Class of Certificates on such Distribution Date;

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

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

(xvi) if applicable, the amount of any shortfall with respect to
each Mortgage Pool (i.e., the difference between the aggregate amounts of
principal and interest which Certificateholders would have received if
there were sufficient available amounts in the Certificate Account and
the amounts actually distributed);

(xvii) any other "loan-level" information for any Mortgage Loans
in each Mortgage Pool that are delinquent three or more months and any REO
Property held by the Trust that is reported by the Servicer to the
Trustee; and

(xviii) any amounts in respect of Guaranteed Distributions paid
under the Class 1-A3 Policy.

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

(b) Upon the reasonable advance written request of any
Certificateholder that is a savings and loan, bank or insurance company,
the Trustee shall provide, or cause to be provided, to such
Certificateholder such reports and access to information and documentation
regarding the Mortgage Loans as such Certificateholder may reasonably deem
necessary to comply with applicable regulations of the Office of Thrift
Supervision or its successor or other regulatory authorities with respect
to investment in the Certificates; provided, however, that the Trustee
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shall be entitled to be reimbursed by such Certificateholder for such
Trustee's actual expenses incurred in providing such reports and access.

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

(d) Not later than two days following each Distribution Date, the
Trustee shall deliver to the Persons designated by the Depositor an
electronic tape, computer diskette or other electronic data transmission
in a format agreed to by the Trustee and the Depositor, containing
complete "loan level" information with respect to the Mortgage Loans as of
the related Determination Date.

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

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

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

(ii) to pay itself any investment income earned with respect to
funds in the Certificate Account invested in Eligible Investments as set
forth in subsection (c) below;

(iii) to make distributions to the Certificateholders and
Financial Security pursuant to Article V; and

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

(c) The Trustee shall invest, or cause to be invested, funds held in
the Certificate Account in Eligible Investments (which may be obligations
of the Trustee). All such investments must mature no later than the next
Distribution Date, and shall not be sold or disposed of prior to their
maturity. All such Eligible Investments will be made in the name of the
Trustee (in its capacity as such) or its nominee. All income and gain
realized from any such investment shall be compensation for the Trustee
and shall be subject to its withdrawal on order from time to time. The
amount of any losses incurred in respect of any such investments shall be
paid by the Trustee for deposit in the Certificate Account out of its own
funds immediately as realized.

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

(i) If on any LIBOR Determination Date two or more of the
Reference Banks provide such offered quotations, LIBOR for the next
Interest Accrual Period will be the arithmetic mean of such offered
quotations (rounding such arithmetic mean upwards if necessary to the
nearest whole multiple of 1/16%);

(ii) If on any LIBOR Determination Date only one or none of the
Reference Banks provides such offered quotations, LIBOR for the next
Interest Accrual Period will be whichever is the higher of (x) LIBOR as
determined on the previous LIBOR Determination Date or (y) the Reserve
Interest Rate. The "Reserve Interest Rate" will be either (A) the rate
per annum which the Trustee determines to be the arithmetic mean (rounding
such arithmetic mean upwards if necessary to the nearest whole multiple of
1/16%) of the one-month Eurodollar lending rates that New York City banks
selected by the Trustee are quoting, on the relevant LIBOR Determination
Date, to the principal London offices of leading banks in the London
interbank market or (B) in the event that the Trustee can determine no
such arithmetic mean, the lowest one-month Eurodollar lending rate that
the New York City banks selected by the Trustee are quoting on such LIBOR
Determination Date to leading European banks; and

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

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

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

Section 4.06. The Class 1-A3 Reserve Fund. (a) The Trustee shall
---------------------------
establish and maintain the Class 1-A3 Reserve Fund, which shall be an
interest-bearing Eligible Account into which there shall have been
deposited the amount of $2,000 on the Closing Date. No additional funds
will be deposited in the Class 1-A3 Reserve Fund after the Closing Date.
All funds deposited in the Class 1-A3 Reserve Fund, and all interest
earned thereon, shall be held in trust for the benefit of the Holders of
the Class 1-A3 Certificates until withdrawn in accordance with Section
5.02(d). The Class 1-A3 Reserve Fund shall be an "outside reserve fund"
under the REMIC Provisions. ▇▇▇▇▇▇ Brothers Inc. will be the beneficial
owner of the Class 1-A3 Reserve Fund for federal income tax purposes.

(b) The Trustee shall from time to time make withdrawals from the
Class 1-A3 Reserve Fund on behalf of the Trust Fund for the following
purposes:

(i) to withdraw from the Class 1-A3 Reserve Fund an amount
equal to the lesser of (a) any Net Prepayment Interest Shortfalls for Pool
1 allocable to the Class 1-A3 Certificates for the related Distribution
Date, and (b) the amount on deposit in the Class 1-A3 Reserve Fund, and
remit such amount to the Certificate Account for distribution to the Class
1-A3 Certificateholders on such Distribution Date; and

(ii) on the earlier of (a) the Distribution Date on which the
Class Certificate Amount of the Class 1-A3 Certificates is reduced to zero
and (b) the termination of this Agreement pursuant to Section 7.01, to
clear and terminate the Class 1-A3 Reserve Fund and to pay all amounts on
deposit therein to ▇▇▇▇▇▇ Brothers Inc. at the address supplied by it to
the Trustee for such purpose.

ARTICLE V

DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

Section 5.01. Distributions Generally. (a) Subject to Section
-----------------------
7.01(b) respecting the final distribution on the Certificates, on each
Distribution Date the Trustee or the Paying Agent shall make distributions
in accordance with this Article V. Such distributions shall be made by
check mailed to each Certificateholder's address as it appears on the
Certificate Register of the Certificate Registrar (which shall initially
be the Trustee) or, upon written request made to the Trustee at least
three Business Days prior to the related Distribution Date to any
Certificateholder owning (x) a initial Certificate Principal Amount of at
least $2,500,000, (y) in the case of the Class 1-A4 Certificates, a
Notional Amount of at least $2,500,000, or (z) in the case of the Class 1-
AX Certificates, a Percentage Interest of at least 20%, by wire transfer
in immediately available funds to an account specified in the request and
at the expense of such Certificateholder; provided, however, that the
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final distribution in respect of any Certificate shall be made only upon
presentation and surrender of such Certificate at the Corporate Trust
Office. Wire transfers will be made at the expense of the Holder
requesting such wire transfer by deducting a wire transfer fee from the
related distribution. If the final payment of principal of a Residual
Certificate is made at a time when other Classes of Certificates remain
outstanding, such final payment of principal on such Residual Certificate
will be made only upon presentation of such Certificate at the Corporate
Trust Office of the Trustee for the notation on such Certificate that the
principal amount of such Certificate has been paid in full.
Notwithstanding such final payment of principal of any of the
Certificates, the Residual Certificates will remain outstanding until the
termination of each REMIC and the payment in full of all other amounts due
with respect to the Residual Certificates and at such time such final
payment in retirement of any Residual Certificates will be made only upon
presentation and surrender of such Certificate at the Corporate Trust
Office of the Trustee or at the office of the New York Presenting Agent.
If any payment required to be made on the Certificates is to be made on a
day that is not a Business Day, then such payment will be made on the next
succeeding Business Day.

Payments to Financial Security shall be made by wire transfer of
immediately available funds.

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

Section 5.02. Distributions from the Certificate Account. (a) On
------------------------------------------
each Distribution Date the Trustee (or the Paying Agent on behalf of the
Trustee) shall withdraw from the Certificate
Account the Available Distribution Amount with respect to each Mortgage
Pool and shall distribute such amount to Financial Security in payment of
the Aggregate FSA Premium and to the Holders of record of each Class of
Certificates in the related Certificate Group in the following order of
priority:

(i) from the Available Distribution Amount for Pool 1, as long
as no Financial Security Default exists, to Financial Security, the
Aggregate FSA Premium;

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

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

(iv) from the remaining Available Distribution Amount for the
related Mortgage Pool, to the Senior Certificates of each Certificate
Group, as follows:

(A) to the Group 1 Senior Certificates other than the
Class 1-A4 and Class 1-AX Certificates, the Senior Principal
Distribution Amount for Pool 1 for such Distribution Date,
in reduction of the Class Certificate Principal Amounts of
the Group 1 Senior Certificates, concurrently as follows:

(1) to the Class 1-A5 Certificates, the Class 1-A5
Priority Amount for such Distribution Date, until the
Class Certificate Principal Amount thereof has been reduced
to zero;

(2) to the Class 1-A1, Class 1-A2, Class 1-A3 and
Class 1-A5 Certificates, the Senior Principal Distribution
Amount for Pool 1 for such Distribution Date less the Class
1-A5 Priority Amount for such date, in the following order
of priority:

first, if such Distribution Date occurs on or
after December 25, 1999, to the Class 1-A3 Certificates,
an amount on such date equal to $8,500, until the Class
Certificate Principal Amount thereof has been reduced
to zero;

second, to the Class 1-A1 Certificates, until the
Class Certificate Principal Amount thereof has been
reduced to zero;

third, to the Class 1-A2 Certificates, until the
Class Certificate Principal Amount thereof has been
reduced to zero;

fourth, to the Class 1-A3 Certificates, until the
Class Certificate Principal Amount thereof has been
reduced to zero; and

fifth, to the Class 1-A5 Certificates, until the
Class Certificate Principal Amount thereof has been
reduced to zero; and

(3) to the Class 1-AP Certificates, the Class 1-AP
Principal Distribution Amount for such Distribution Date,
until the Class Certificate Principal Amount thereof has
been reduced to zero.

(B) to the Class 2-A Certificates, the Senior Principal
Distribution Amount for Pool 2 for such Distribution Date,
in reduction of the Class Certificate Principal Amount thereof,
until the Class Certificate Principal Amount thereof has been
reduced to zero; and

(C) to the Group 3 Senior Certificates, the Senior
Principal Distribution Amount for Pool 3 for such Distribution
Date, in reduction of the Class Certificate Principal Amounts
of the Group 3 Senior Certificates, in the following order of
priority:

first, to the Class 3-A1 Certificates, until the
Class Certificate Principal Amount thereof has
been reduced to zero;

second, to the Class 3-A2 Certificates, until the
Class Certificate Principal Amount thereof has been
reduced to zero; and

third, to the Class R-1 and Class R2 Certificates,
in proportion to their Class Certificate Principal
Amounts, until the Class Certificate Principal
Amounts thereof have been reduced to zero;

(v) from the remaining Available Distribution Amount for Pool
1, to the Class 1-AP Certificates, the Class 1-AP Deferred Amount for such
Distribution Date, up to an amount not to exceed the Subordinate Principal
Distribution Amount for Group 1 for such Distribution Date, until the
Class Certificate Principal Amount of such Class has been reduced to zero;
provided, that any amounts distributed to the Class 1-AP Certificates
pursuant to this clause (v) shall not reduce the Class Certificate
Principal Amount thereof;

(vi) from the remaining Available Distribution Amount for the
related Mortgage Pool, to the Subordinate Certificates or Components of
each Certificate Group, as follows:

(A) to each Component of the Class B1 Certificates and to
the Class 3-B1 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, as reduced by such Component's
or Class's pro rata share (determined on the basis of Accrued
Certificate Interest otherwise distributable thereon) of any Net
Prepayment Interest Shortfalls for the related Mortgage Pool for
such Distribution Date;

(B) to each Component of the Class B1 Certificates and to
the Class 3-B1 Certificates, any Interest Shortfall for such
Component or Class on such Distribution Date;

(C) to each Component of the Class B1 Certificates and to
the Class 3-B1 Certificates, in reduction of the Component
Principal Amount or Class Certificate Principal Amount thereof,
such Component's or Class's Subordinate Class Percentage of the
Subordinate Principal Distribution Amount for the related
Certificate Group for such Distribution Date, except as provided
in Section 5.02(c), until the Component Principal Balance of
each such Component and the Class Certificate Principal Amount
of such Class has been reduced to zero;

(D) to each Component of the Class B2 Certificates and to
the Class 3-B2 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, as reduced by such
Component's or Class's pro rata share (determined on the basis
of Accrued Certificate Interest otherwise distributable thereon)
of any Net Prepayment Interest Shortfalls for the related
Mortgage Pool for such Distribution Date;

(E) to each Component of the Class B2 Certificates and to
the Class 3-B2 Certificates, any Interest Shortfall for such
Component or Class on such Distribution Date;

(F) to each Component of the Class B2 Certificates and to
the Class 3-B2 Certificates, in reduction of the Component
Principal Amount or Class Certificate Principal Amount thereof,
such Component's or Class's Subordinate Class Percentage of the
Subordinate Principal Distribution Amount for the related
Certificate Group for such Distribution Date, except as provided
in Section 5.02(c), until the Component Principal Balance of
each such Component and the Class Certificate Principal Amount
of such Class has been reduced to zero;

(G) to each Component of the Class B3 Certificates and to
the Class 3-B3 Certificates, the Accrued Certificate Interest
thereon for such Distribution Date, as reduced by such
Component's or Class's pro rata share (determined on the basis
of Accrued Certificate Interest otherwise distributable thereon)
of any Net Prepayment Interest Shortfalls for the related
Mortgage Pool for such Distribution Date;

(H) to each Component of the Class B3 Certificates and to
the Class 3-B3 Certificates, any Interest Shortfall for such
Component or Class on such Distribution Date;

(I) to each Component of the Class B3 Certificates and to
the Class 3-B3 Certificates, in reduction of the Component
Principal Amount or Class Certificate Principal Amount thereof,
such Component's or Class's Subordinate Class Percentage of the
Subordinate Principal Distribution Amount for the related
Certificate Group for such Distribution Date, except as provided
in Section 5.02(c), until the Component Principal Balance of each
such Component and the Class Certificate Principal Amount of such
Class has been reduced to zero;

(J) to each Component of the Class B4 Certificates, the
Accrued Certificate Interest thereon for such Distribution
Date, as reduced by such Component's pro rata share (determined
on the basis of Accrued Certificate Interest otherwise
distributable thereon) of any Net Prepayment Interest Shortfalls
for the related Mortgage Pool for such Distribution Date;

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

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

(M) to each Component of the Class B5 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
as reduced by such Component's pro rata share (determined on the
basis of Accrued Certificate Interest otherwise distributable
thereon) of any Net Prepayment Interest Shortfalls for the related
Mortgage Pool for such Distribution Date;

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

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

(P) to each Component of the Class B6 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
as reduced by such Component's pro rata share (determined on the
basis of Accrued Certificate Interest otherwise distributable
thereon) of any Net Prepayment Interest Shortfalls for the related
Mortgage Pool for such Distribution Date;

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

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

(b) If on any Distribution Date the Class Certificate Principal
Amounts of the Subordinate Certificates and the Component Principal
Amounts of each Component in any Certificate Group have each been reduced
to zero, the Available Distribution Amount with respect to the related
Mortgage Pool remaining after distribution of interest to the related
Senior Certificates on such date shall be distributed among the related
Classes of Senior Certificates pro rata, on the basis of their respective
Class Certificate Principal Amounts immediately prior to such Distribution
Date, regardless of the priorities and amounts set forth in Sections
5.02(a)(iv)(A), (B) and (C).

(c) (i) If on any Distribution Date either the Credit Support
Percentage for any Component of the Class B1 Certificates or for the Class
3-B1 Certificates is less than the Original Credit Support Percentage for
such Class or Component, or the Cross-Collateralization Percentage for
such Class or Component is less than the Original Cross-Collateralization
Percentage for such Class or Component, then, notwithstanding anything to
the contrary in Section 5.02(a), no distribution of amounts described in
clauses (ii) and (iii) of the definition of Subordinate Principal
Distribution Amount for the related Certificate Group will be made on such
Distribution Date in respect of any Class of Certificates or Component
subordinate thereto that is included within the related Certificate Group.
(ii) If on any Distribution Date either the Credit Support Percentage for
any Component of the Class B2 Certificates or for the Class 3-B2
Certificates is less than the Original Credit Support Percentage for such
Class or Component, or the Cross-Collateralization Percentage for such
Class or Component is less than the Original Cross-Collateralization
Percentage for such Class or Component, then, notwithstanding anything to
the contrary in Section 5.02(a), no distribution of amounts described in
clauses (ii) and (iii) of the definition of Subordinate Principal
Distribution Amount for the related Certificate Group will be made on such
Distribution Date in respect of any Class of Certificates or Component
subordinate thereto that is included within the related Certificate Group.
(iii) If on any Distribution Date either the Credit Support Percentage for
any Component of the Class B3 Certificates or for the Class 3-B3
Certificates is less than the Original Credit Support Percentage for such
Class or Component, or the Cross-Collateralization Percentage for such
Class or Component is less than the Original Cross-Collateralization
Percentage for such Class or Component, then, notwithstanding anything to
the contrary in Section 5.02(a), no distribution of
amounts described in clauses (ii) and (iii) of the definition of
Subordinate Principal Distribution Amount for the related Certificate
Group will be made on such Distribution Date in respect of any Class of
Certificates or Component subordinate thereto that is included within the
related Certificate Group. (iv) If on any Distribution Date either the
Credit Support Percentage for any Component of the Class B4 Certificates
is less than the Original Credit Support Percentage for such Component, or
the Cross-Collateralization Percentage for such Component is less than the
Original Cross-Collateralization Percentage for such Component, then,
notwithstanding anything to the contrary in Section 5.02(a), no
distribution of amounts described in clauses (ii) and (iii) of the
definition of Subordinate Principal Distribution Amount or the related
Certificate Group will be made on such Distribution Date in respect of any
Component subordinate thereto that is included within the related
Certificate Group. (v) If on any Distribution Date either the Credit
Support Percentage for any Component of the Class B5 Certificates is less
than the Original Credit Support Percentage for such Component, or the
Cross-Collateralization Percentage for such Component is less than the
Original Cross-Collateralization Percentage for such Component, then,
notwithstanding anything to the contrary in Section 5.02(a), no
distribution of amounts described in clauses (ii) and (iii) of the
definition of Subordinate Principal Distribution Amount or the related
Certificate Group will be made on such Distribution Date in respect of any
Component subordinate thereto that is included within the related
Certificate Group.

Any amount not distributed in respect of any Class of Subordinate
Certificates or any Component on any Distribution Date pursuant to the
immediately preceding paragraph will be allocated among the remaining
Classes or Components of the related Certificate Group in proportion to
their respective Class Certificate Principal Amounts or Component
Principal Amounts, as applicable.

(d) On each Distribution Date, the Trustee shall distribute the
amount withdrawn from the Class 1-A3 Reserve Fund with respect to such
Distribution Date pursuant to Section 4.06, to the extent of funds on
deposit in the Class 1-A3 Reserve Fund, and shall apply such funds to
distributions on the Class 1-A3 Certificates, as interest thereon, in the
amount of any Net Prepayment Interest Shortfalls for Pool 1 with respect
to such Distribution Date.

(e) On any Distribution Date, any Interest Reduction with respect to
any Class of Certificates other than the Class 1-A3 Certificates and any
Component will be allocated in reduction of Accrued Certificate Interest
for such Class or Component on such date. On any Distribution Date, any
Interest Reduction with respect to the Class 1-A3 Certificates shall be
allocated to reduce Accrued Certificate Interest for first, the Class 1-A4
Certificates, to the extent of Accrued Certificate Interest thereon for
such date; second, the Class 1-AX Certificates, to the extent of Accrued
Certificate Interest thereon for such date; third, the Group 1 Components,
in inverse order of priority, to the extent of Accrued Certificate
Interest thereon for such date; and fourth, the Class 1-A1, Class 1-A2 and
Class 1-A5 Certificates, pro rata on the basis of Accrued Certificate
Interest otherwise distributable thereto, to the extent of Accrued
Certificate Interest thereon for such date.

(f) On each Distribution Date, the Trustee shall distribute to the
Holder of the Class R2 Certificate any amounts remaining in the Upper Tier
REMIC for such Distribution Date after application of all amounts
described in paragraph (a) of this Section 5.02. Any distributions
pursuant to this paragraph (d) shall not reduce the Class Certificate
Principal Amount of the Class R2 Certificate.

Section 5.03. Allocation of Realized Losses. (a) (i) On any
-----------------------------
Distribution Date on which any Component of the Cross-Collateralized
Certificates remains outstanding, the principal portion of each Realized
Loss (or the applicable Non-AP Percentage thereof, in the case of Pool 1)
other than any Excess Loss on a Mortgage Loan in any Mortgage Pool shall
be allocated as follows:

first, if immediately prior to such Distribution Date such
Mortgage Pool is not an Undercollateralized Mortgage Pool and if only one
other Mortgage Pool is an Undercollateralized Mortgage Pool, to the
Components of the related Undercollateralized Group having numerical
designations equal to or higher than the Component of the Certificate
Group relating to the Mortgage Pool in which such Realized Loss occurred
having the highest numerical designation then outstanding, in decreasing
order of numerical designation, in an amount equal to the lesser of the
amount of such Realized Loss and the Undercollateralization Amount then
existing, to the extent of the Component Principal Amounts thereof;

second, if such Mortgage Pool is an Overcollateralized Mortgage
Pool and if each other Mortgage Pool is an Undercollateralized Mortgage
Pool, pro rata to the Components of the Undercollateralized Groups having
numerical designations equal to or higher than the Component of the
Overcollateralized Group having the highest numerical designation
outstanding, in proportion to their Component Principal Amounts, in
decreasing order of numerical designation, in an amount equal to, in each
case, the lesser of (x) the product of the amount of such Realized Loss
and the applicable Proportionate Percentage and (y) the
Undercollateralization Amount then existing for each such
Undercollateralized Group;

third, to the Component of the Class of Cross-Collateralized
Certificates having the highest numerical designation then outstanding;
provided, however, that if such Component relating to the Certificate
Group that relates to the Mortgage Pool in which such Realized Loss
occurred is then outstanding, such Realized Loss will be allocated first
to the Component of such Certificate Group until the Component Principal
Amount thereof has been reduced to zero, prior to any allocation of a
Realized Loss, pro rata, to the corresponding Components relating to the
other Certificate Groups, until the aggregate of the Component Principal
Amounts thereof has been reduced to zero; and

fourth, after the Class Certificate Principal Balances of the
Cross-Collateralized Certificates have each been reduced to zero, to the
Subordinate Certificates or Component of the Certificate Group relating to
the Mortgage Pool in which such Realized Loss occurred having the highest
numerical designation then outstanding.

(ii) On any Distribution Date on which the Class Certificate
Principal Amounts of the Cross-Collateralized Certificates have each been
reduced to zero, the principal portion of each Realized Loss (other than
the applicable Non-AP Percentage thereof, in the case of Group 1) other
than any Excess Loss on a Mortgage Loan in any Mortgage Pool shall be
allocated as follows:

first, to the Class of Certificates or Component in the related
Certificate Group having the highest numerical designation then
outstanding, in decreasing order of numerical designation, until the
related Component Principal Balance or Class Certificate Principal
Balance, as applicable, has been reduced to zero; and

second, to the Classes of Senior Certificates of the related
Certificate Group, in proportion to their respective Class Certificate
Principal Amounts.

(iii) On any Distribution Date, the applicable AP Percentage of
the Principal Portion of each Realized Loss other than an Excess Loss on a
Mortgage Loan in Pool 1 shall be allocated to the Class 1-AP Certificates
until the Class Certificate Principal Amount thereof has been reduced to
zero.

(b) (i) On any Distribution Date, the principal portion of any
Excess Loss (or the applicable Non-AP Percentage thereof, in the case of
Pool 1) on a Mortgage Loan in any Mortgage Pool shall be allocated as
follows:

first, if such Mortgage Pool is an Overcollateralized Mortgage
Pool, to the Classes and Components of each Undercollateralized
Certificate Group, pro rata in proportion to their respective Class
Certificate Principal Amounts and Component Principal Amounts, in an
amount up to, in each case, the lesser of (x) the applicable
Undercollateralization Amount and (y) the applicable Diversion Fraction
of such Excess Loss; and

second, to the Classes and Components of the Certificate Group
relating to the Mortgage Pool in which such Excess Loss occurred, pro
rata, in proportion to their respective Class Certificate Principal
Amounts and Component Principal Amounts.

(ii) On any Distribution Date, the AP Percentage of any Excess Loss
on a Mortgage Loan in Pool 1 shall be allocated to the Class AP
Certificates, until the Class Certificate Principal Amount thereof has
been reduced to zero.

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

(d) Realized Losses allocated in accordance with this Section 5.03
shall be allocated on the Distribution Date in the month following the
month in which such loss was incurred and, in the case of the principal
portion thereof, after giving effect to distributions made on such
Distribution Date, except that the aggregate amount of Realized Losses to
be allocated to the Class 1-AP Certificates on such Distribution Date will
be taken into account in determining distributions in respect of any Class
1-AP Deferred Amount for such date.

(e) On each Distribution Date, the Subordinate Certificate Writedown
Amount for such date shall be allocated first, if any Class of Cross-
Collateralized Certificates remains outstanding, to the Components of such
Class having the highest numerical designation; provided, that if such
Component related to more than one Certificate Group is then outstanding,
the Subordinate Certificate Writedown Amount shall be allocated to such
Components pro rata on the basis of their respective Component
Principal Amounts; and second, if the Class Certificate Principal Amount
of each Class Cross-Collateralized Certificates has been reduced to zero,
to the Class of Subordinate Certificates or Component in each Certificate
Group having the highest numerical designation, in proportion to their
respective Class Certificate Principal Amounts or Component Principal
Amounts, but only to the extent of the amount, if any, by which the
Aggregate Certificate Principal Amounts and the Component Principal
Amounts of all Certificates and Components in each related Certificate
Group exceeds, after giving effect to distributions of principal and
allocation of Realized Losses on such Distribution Date, the Aggregate
Scheduled Principal Balance of the Mortgage Loans in the related Mortgage
Pool.

(f) In the event that there is a recovery of an amount in respect of
principal of a Mortgage Loan, which amount had previously been allocated
as a Realized Loss to one or more Classes of Certificates and, if
applicable, to one or more Components, each outstanding Class or Component
to which any portion of such Realized Loss had previously been allocated
shall be entitled to receive, on the Distribution Date in the month
following the month in which such recovery is received, its pro rata share
(based on the Class Certificate Principal Amount thereof) of such
recovery, up to the amount of the portion of such Realized Loss previously
allocated to such Class. A Class of Certificates that is no longer
outstanding shall not be entitled to any share of such recovery. In the
event that the total amount of such recovery exceeds the amount of such
recovery allocated to the outstanding Classes in accordance with the
preceding provisions, each outstanding Class of Certificates or Component
shall be entitled to receive its pro rata share of the amount of such
excess, up to the amount of any unrecovered Realized Loss previously
allocated to such Class. Any such amounts not otherwise allocated to any
Class of Certificates pursuant to this subsection shall be treated as
Principal Prepayments for purposes of this Agreement.

Section 5.04. Trustee Advances. In the event that the Servicer
----------------
fails for any reason to make an Advance required to be made by it pursuant
to the Sale and Servicing Agreement on or before the Remittance Date, the
Trustee shall, on or before the related Distribution Date, deposit in the
Certificate Account an amount equal to the excess of (a) Advances required
to be made by the Servicer that would have been deposited in such
Certificate Account over (b) the amount of any Advance made by such
Servicer with respect to such Distribution Date; provided, however, that
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the Trustee shall be required to make such Advance only if it is not
prohibited by law from doing so and it has determined that such Advance
would be recoverable from amounts to be received with respect to such
Mortgage Loan, including Liquidation Proceeds, Insurance Proceeds, or
otherwise. The Trustee shall be entitled to be reimbursed from the
Certificate Account for Advances made by it pursuant to this Section 5.04
as if it were the Servicer.

Section 5.05. Distributions of Principal on Redemption Certificates.

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

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

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

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

Requests for distributions in reduction of the Certificate Principal
Amounts of Redemption Certificates presented on behalf of Deceased Holders
in accordance with the provisions of clause (i) above will be accepted in
the order of their receipt by the Clearing Agency. Requests for
distributions in reduction of the Certificate Principal Amounts of
Redemption Certificates presented in accordance with the provisions of
clause (ii) above will be accepted in the order of priority established by
the random lot procedures of the Clearing Agency after all requests with
respect to such Class presented in accordance with clause (i) have been
honored. All requests for distributions in reduction of the Class
Certificate Principal Amount of a Class of Redemption Certificates with
respect to any Distribution Date shall be made in accordance with Section
4.03(c) below and must be received by the Clearing Agency and forwarded
to, and received by, the Trustee no later than the close of business on
the related Record Date. Requests for distributions that are received by
the Clearing Agency and forwarded to the Trustee after the related Record
Date and requests, in either case, for distributions timely received but
not accepted with respect to any Distribution Date, will be treated as
requests for distributions in reduction of the Class Certificate Principal
Amount of the applicable Class of Redemption Certificates on the next
succeeding Distribution Date, and each succeeding Distribution Date
thereafter, until each such request is accepted
or is withdrawn as provided in Section 5.05(c). Such requests as are not
so withdrawn shall retain their order of priority without the need for any
further action on the part of the appropriate Certificate Owner of the
related Redemption Certificate, all in accordance with the procedures of
the Clearing Agency and the Trustee. Upon the transfer of beneficial
ownership of any Redemption Certificate, any distribution request
previously submitted with respect to such Certificate will be deemed to
have been withdrawn only upon the receipt by the Trustee of notification
of such withdrawal using a form required by the Clearing Agency.

Distributions in reduction of the Certificate Principal Amounts of
Redemption Certificates will be applied, in the aggregate, to such
Certificates in an amount equal to the portion of the Available
Distribution Amount distributable to the Redemption Certificates pursuant
to Section 5.02(a)(iv), plus any amounts available for distribution from
the applicable Rounding Account pursuant to Section 5.05(e), provided that
--------
the aggregate distribution in reduction of the Class Certificate Principal
Amount of any Class of Redemption Certificates on any Distribution Date is
made in an integral multiple of $1,000.

(b) A "Deceased Holder" is a Certificate Owner of a Redemption
Certificate who was living at the time such interest was acquired and
whose authorized personal representative, surviving tenant by the
entirety, surviving joint tenant or surviving tenant in common or other
Person empowered to act on behalf of such Certificate Owner upon his or
her death, causes to be furnished to the Trustee a certified copy of the
death certificate of such Certificate Owner and any additional evidence of
death required by and satisfactory to the Trustee and any tax waivers
requested by the Trustee. Redemption Certificates beneficially owned by
tenants by the entirety, joint tenants or tenants in common will be
considered to be beneficially owned by a single owner. The death of a
tenant by the entirety, joint tenant or tenant in common will be deemed to
be the death of the Certificate Owner, and any Redemption Certificates so
beneficially owned will be eligible for priority with respect to
distributions in reduction of the Class Certificate Principal Amount of
such Class of Redemption Certificates, subject to the limitations stated
above. Redemption Certificates beneficially owned by a trust will be
considered to be beneficially owned by each beneficiary of the trust to
the extent of such beneficiary's beneficial interest therein, but in no
event will a trust's beneficiaries collectively be deemed to be
Certificate Owners of a number of Individual Redemption Certificates
greater than the number of Individual Redemption Certificates of which
such trust is the beneficial owner. The death of a beneficiary of a trust
will be deemed to be the death of a Certificate Owner of the Redemption
Certificates beneficially owned by the trust to the extent of such
beneficiary's beneficial interest in such trust.
The death of an individual who was a tenant by the entirety, joint tenant
or tenant in common in a tenancy that is the beneficiary of a trust will
be deemed to be the death of the beneficiary of the trust. The death of a
person who, during his or her lifetime, was entitled to substantially all
of the beneficial ownership interests in Redemption Certificates will be
deemed to be the death of the Certificate Owner of such Redemption
Certificates regardless of the registration of ownership of such
Redemption Certificates, if such beneficial interest can be established to
the satisfaction of the Trustee. Such beneficial interest will be deemed
to exist in typical cases of street name or nominee ownership, ownership
by a trustee, ownership under the Uniform Gifts to Minors Act and
community property or other joint ownership arrangements between a husband
and wife. Beneficial interests shall include the power to sell, transfer
or otherwise dispose of a Redemption Certificate and the right to receive
the proceeds therefrom, as well as interest and distributions in reduction
of the Certificate Principal Amounts of the Redemption Certificates
payable with respect thereto. The Trustee shall not be under any duty to
determine independently the occurrence of the death of any deceased
Certificate Owner. The Trustee may rely entirely upon documentation
delivered to it pursuant to Section 5.05(a) in establishing the
eligibility of any Certificate Owner to receive the priority accorded
Deceased Holders in Section 5.05(a).

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

In the event that any requests for distributions in reduction of
the Certificate Principal Amount of Redemption Certificates are rejected
by the Trustee for failure to comply with the requirements of this Section
5.05, the Trustee shall

return such requests to the appropriate Clearing Agency Participant with a
copy to the Clearing Agency with an explanation as to the reason for such
rejection.

The Trustee shall maintain a list of those Clearing Agency
Participants representing the Certificate Owners of Redemption
Certificates that have submitted requests for distributions in reduction
of the Certificate Principal Amount of such Redemption Certificates,
together with the order of receipt and the amounts of such requests. The
Trustee shall notify the Clearing Agency and the appropriate Clearing
Agency Participants as to which requests should be honored on each
Distribution Date. Requests shall be honored by the Clearing Agency in
accordance with the procedures, and subject to the priorities and
limitations, described in this Section 5.05. The exact procedures to be
followed by the Trustee and the Clearing Agency for purposes of
determining such priorities and limitations shall be those established
from time to time by the Trustee or the Clearing Agency, as the case may
be. The decisions of the Trustee and the Clearing Agency concerning such
matters shall be final and binding on all affected Persons.

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

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

(d) To the extent, if any, that amounts available for distribution
in reduction of the Class Certificate Principal Amount of any Class of
Redemption Certificates on a Distribution Date exceed the dollar amount of
requests for distributions with respect to such Class that have been
received by the related Record Date, as provided in Section 5.05(c) above,
distributions in reduction of the Class Certificate Principal Amount of
such Class of Redemption Certificates will be made by mandatory distributions
in reduction thereof. The Trustee shall notify the Clearing Agency of the
aggregate amount of the mandatory distribution in reduction of the Class
Certificate Principal Amount of such Class of Redemption Certificates to
be made on the next Distribution Date. The Clearing Agency shall then
allocate such aggregate amount among its Clearing Agency Participants on a
random lot basis. Each Clearing Agency Participant and, in turn, each
Financial Intermediary, will then select, in accordance with its own
procedures, Individual Redemption Certificates from among those held in
its accounts to receive mandatory distributions in reduction of the Class
Certificate Principal Amount of such Class of Redemption Certificates,
such that the total amount so selected is equal to the aggregate amount of
such mandatory distributions allocated to such Clearing Agency Participant
by the Clearing Agency and to such Financial Intermediary by its related
Clearing Agency Participant, as the case may be. Clearing Agency
Participants and Financial Intermediaries that hold Redemption
Certificates selected for mandatory distributions in reduction of the
Class Certificate Principal Amount thereof should provide notice of such
mandatory distributions to the affected Certificate Owners.

(e) On the Closing Date, a Rounding Account shall be established
with the Trustee for each Class of Redemption Certificates, and ▇▇▇▇▇▇
Brothers Inc. shall cause to be initially deposited the sum of $999.99 in
each Rounding Account. On each Distribution Date on which a distribution
is made in reduction of the Class Certificate Principal Amount of a Class
of Redemption Certificates, funds on deposit in the applicable Rounding
Account shall be, to the extent needed, withdrawn by the Trustee and
applied to round upward to an integral multiple of $1,000 the aggregate
distribution in reduction of the Class Certificate Principal Amount to be
made on such Redemption Certificates. Rounding of such distribution on
such Redemption Certificates shall be accomplished, on the first such
Distribution Date, by withdrawing from the applicable Rounding Account the
amount of funds, if any, needed to round the amount otherwise available
for such distribution in reduction of the Class Certificate Principal
Amount of such Class of Redemption Certificates upward to the next
integral multiple of $1,000. On each succeeding Distribution Date on
which distributions in reduction of the Class Certificate Principal Amount
of such Class of Redemption Certificates are to be made, the aggregate
amount of such distributions allocable to such Class of Redemption
Certificates shall be applied first to repay any funds withdrawn from the
applicable Rounding Account and not previously repaid, and then the
remainder of such allocable amount, if any, shall be similarly rounded
upward and applied as distributions in reduction of the Class Certificate
Principal Amount of such Class of Redemption Certificates; this process
shall continue on succeeding Distribution Dates until the Class
Certificate Principal Amount of such Class of Redemption Certificates has
been reduced to zero. Each Rounding Account shall be an "outside reserve
fund" under the REMIC Provisions that is beneficially owned for all federal
income tax purposes by ▇▇▇▇▇▇ Brothers Inc. ▇▇▇▇▇▇ Brothers Inc. will report
all income, gain, deduction or loss with respect thereto. The Trustee shall
distribute interest earnings, if any, on amounts held in any Rounding
Account as such interest is earned pursuant to written instructions from
▇▇▇▇▇▇ Brothers Inc. to the Trustee.

Notwithstanding anything herein to the contrary, on the Distribution
Date on which distributions in reduction of the Class Certificate
Principal Amount of any Class of Redemption Certificates will reduce the
Class Certificate Principal Amount thereof to zero or in the event that
distributions in reduction of the Class Certificate Principal Amount of
such Class of Redemption Certificates are made in accordance with the
provisions set forth in Section 5.05(f), an amount equal to the difference
between $999.99 and the sum then held in the applicable Rounding Account
shall be paid from the Available Distribution Amount for such Distribution
Date to such Rounding Account. Any funds then on deposit in such Rounding
Account shall be distributed to ▇▇▇▇▇▇ Brothers Inc.

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

(g) In the event that Definitive Certificates representing any Class
of Redemption Certificates are issued pursuant to Section 3.09(c), all
requests for distributions or withdrawals of such requests relating to
such Class must be submitted to the Trustee, and the Trustee shall perform
the functions described in Section 5.05(a) through (c) using its own
procedures, which procedures shall, to the extent practicable, be
consistent with the procedures described in Section 5.05(a) through (c).

Section 5.06. The Certificate Insurance Policy. (a) If, on the
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second Business Day before any Distribution Date, the Trustee determines
that the amount on deposit in the Certificate Account distributable to the
Class 1-A3 Certificateholders pursuant to Section 5.02, together with any
amounts that may be distributable to the Class 1-A3 Certificateholders
from the Class 1-A3 Reserve Fund, will be insufficient to pay the
Guaranteed Distributions on such Distribution Date, the Trustee shall
determine the amount of any such deficiency and shall give notice to
Financial Security and the appropriate Fiscal Agent (as defined in the Class
1-A3 Policy), if any, by telephone or telecopy of the amount of such
deficiency, confirmed in writing by the Notice of Claim by 12:00 noon, New
York City time on such second Business Day. The Trustee's responsibility
for delivering the Notice of Claim to Financial Security as provided in the
preceding sentence is limited to the availability, timeliness and accuracy of
the information provided by the Servicer.

(b) In the event the Trustee receives a certified copy of an order
of the appropriate court that any scheduled payment of principal or
interest on a Class 1-A3 Certificate has been voided in whole or in part
as a preference payment under applicable bankruptcy law, the Trustee shall
(i) promptly notify Financial Security, as appropriate, and the Fiscal
Agent, if any, and (ii) comply with the provisions of the Class 1-A3
Policy to obtain payment by Financial Security of such voided scheduled
payment. In addition, the Trustee shall mail notice to all Holders of the
Class 1-A3 Certificates so affected that, in the event that any such
Holder's scheduled payment is so recovered, such Holder will be entitled
to payment pursuant to the terms of the Class 1-A3 Policy, a copy of which
shall be made available to such Holders by the Trustee. The Trustee shall
furnish to Financial Security and the appropriate Fiscal Agent, if any,
its records listing the payments on the affected Class 1-A3 Certificates,
if any, that have been made by the Trustee and subsequently recovered from
the affected Holders, and the dates on which such payments were made by
the Trustee.

(c) At the time of the execution hereof, and for the purposes
hereof, the Trustee shall establish a separate special purpose trust
account in the name of the Trustee for the benefit of Holders of the Class
1-A3 Certificates (the "Class 1-A3 Policy Payments Account") over which
the Trustee shall have exclusive control and sole right of withdrawal.
The Class 1-A3 Policy Payments Account shall be an Eligible Account. The
Trustee shall deposit any amount paid under the Class 1-A3 Policy into the
Class 1-A3 Policy Payments Account and distribute such amount only for the
purposes of making payments to Holders of the Class 1-A3 Certificates in
respect of the Guaranteed Distributions (or other amounts payable pursuant
to paragraph (b) above on the Class 1-A3 Certificates by Financial
Security pursuant to the Class 1-A3 Policy) for which the related claim
was made under the Policy. Such amounts shall be allocated by the Trustee
to Holders of Class 1-A3 Certificates affected by such shortfalls in the
same manner as principal and interest distributions are to be allocated
with respect to such Certificates pursuant to Section 5.02. It shall not
be necessary for such payments to be made by checks or wire transfers
separate from the checks or wire transfers used to make regular payments
hereunder with funds withdrawn from the Certificate Account. However, any
payments made on the Class 1-A3 Certificates from funds in the Class 1-A3
Policy Payments Account shall be noted as provided in subsection (e)
below. Funds held in the Class 1-A3 Policy Payments Account shall not be
invested by the Trustee.

(d) Any funds received from Financial Security for deposit into the
Class 1-A3 Policy Payments Account pursuant to the Class 1-A3 Policy in
respect of a Distribution Date or otherwise as a result of any claim under
such Class 1-A3 Policy shall be applied by the Trustee directly to the
payment in full (i) of the Guaranteed Distributions due on such
Distribution Date on the Class 1-A3 Certificates, or (ii) of other amounts
to which payments under the Class 1-A3 Policy are to be applied. Funds
received by the Trustee as a result of any claim under the Class 1-A3
Policy shall be used solely for payment to the Holders of the Class 1-A3
Certificates, respectively, and may not be applied for any other purpose,
including, without limitation, satisfaction of any costs, expenses or
liabilities of the Trustee or the Trust Fund. Any funds remaining in the
Class 1-A3 Policy Payments Account on the first Business Day after each
Distribution Date shall be remitted promptly to Financial Security
pursuant to the written instruction of Financial Security.

(e) The Trustee shall keep complete and accurate records in respect
of (i) all funds remitted to it by Financial Security and deposited into
the Class 1-A3 Policy Payments Account and (ii) the allocation of such
funds to (A) payments of interest on and principal in respect of any Class
1-A3 Certificates, (B) Realized Losses allocated to the Class 1-A3
Certificates and (C) Net Prepayment Interest Shortfalls allocated to the
Class 1-A3 Certificates. Financial Security shall have the right to
inspect such records at reasonable times during normal business hours upon
three Business Days' prior notice to the Trustee.

(f) The Trustee acknowledges, and each Holder of a Class 1-A3
Certificate by its acceptance of such Class 1-A3 Certificate agrees, that,
without the need for any further action on the part of Financial Security
or the Trustee, to the extent Financial Security makes payments, directly
or indirectly, on account of principal of or interest on any Class 1-A3
Certificates, Financial Security will be fully subrogated to the rights of
the Holders of such Class 1-A3 Certificates to receive such principal and
interest from the Trust Fund. The Class 1-A3 Certificateholders, by
acceptance of the Class 1-A3 Certificates, assign their rights as Holders
of the Class 1-A3 Certificates to the extent of Financial Security's
interest with respect to amounts paid under the Class 1-A3 Policy.
Anything herein to the contrary notwithstanding, solely for purposes of
determining Financial Security's rights as subrogee for payments
distributable pursuant to Section 5.02, any payment with respect to
distributions to the Class 1-A3 Certificates that is made with funds
received pursuant to the terms of the Class 1-A3 Policy
shall not be considered payment of the Class 1-A3 Certificates from the
Trust Fund and shall not result in the distribution or the provision for
the distribution in reduction of the Class Certificate Principal Amount of
the Class 1-A3 Certificates within the meaning of Article V.

(g) Upon its becoming aware of the occurrence of an Event of
Default, the Trustee shall promptly notify Financial Security of such
Event of Default.

(h) The Trustee shall promptly notify Financial Security of either
of the following as to which it has actual knowledge: (A) the commencement
of any proceeding by or against the Depositor commenced under the United
States bankruptcy code or any other applicable bankruptcy, insolvency,
receivership, rehabilitation or similar law (an "Insolvency Proceeding")
and (B) the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer (a "Preference
Claim") of any distribution made with respect to the Class 1-A3
Certificates. Each Holder of a Class 1-A3 Certificate, by its purchase of
Class 1-A3 Certificates, and the Trustee hereby agree that Financial
Security (so long as no Financial Security Default exists) may at any time
during the continuation of any proceeding relating to a Preference Claim
direct all matters relating to such Preference Claim, including, without
limitation, (i) the direction of any appeal of any order relating to any
Preference Claim and (ii) the posting of any surety, supersedeas or
performance bond pending any such appeal. In addition and without
limitation of the foregoing, Financial Security shall be subrogated to the
rights of the Trustee and each Holder of a Class 1-A3 Certificate in the
conduct of any Preference Claim, including, without limitation, all rights
of any party to an adversary proceeding action with respect to any court
order issued in connection with any such Preference Claim.

(i) The Trustee shall surrender the Class 1-A3 Policy to Financial
Security for cancellation upon the expiration of the term of the Class 1-
A3 Policy as provided therein.

(j) With respect to this Section 5.06, (i) the terms "Receipt" and
"Received" shall mean actual delivery to Financial Security and Financial
Security's Fiscal Agent, if any, prior to 12:00 noon, New York City time,
on a Business Day; delivery either on a day that is not a Business Day or
after 12:00 noon, New York City time, shall be deemed to be Receipt on the
next succeeding Business Day. If any notice or certificate given under
the Policies by the Trustee is not in proper form or is not properly
completed, executed or delivered, it shall be deemed not to have been
Received. Financial Security or its Fiscal Agent, if any, shall promptly
so advise the Trustee and the Trustee may submit an amended notice and
(ii) "Business Day" means any day other than (A) a Saturday or Sunday or
(B) a day on which banking institutions in the City of New York, New York
are authorized or obligated by law or executive order to be closed.

ARTICLE VI

CONCERNING THE TRUSTEE; EVENTS OF DEFAULT

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

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

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

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

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

(iii) No provision of this Agreement shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in
the performance of any of its duties hereunder, or in the exercise of any
of its rights or powers, if it shall have reasonable grounds for believing
that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it; and

(iv) The Trustee shall not be responsible for any act or
omission of the Servicer.

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

(e) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Certificateholders of any Class holding
Certificates which evidence, as to such Class, Percentage Interests
aggregating not less than 25% as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement.

(f) The Trustee shall pay, out of its own funds, any fees assessed
by the Rating Agencies after the Closing Date in connection with
maintaining the ratings of the Certificates.

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

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

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

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

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

(v) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys, which agents or attorneys shall have any or all of
the rights, powers, duties and obligations of the Trustee conferred on
them by such appointment provided that the Trustee shall continue to be
responsible for its duties and obligations hereunder.

Section 6.03. Trustee Not Liable for Certificates. The Trustee
-----------------------------------
makes no representations as to the validity or sufficiency of this
Agreement or of the Certificates (other than the certificate of
authentication on the Certificates) or of any Mortgage Loan, or related
document save that the Trustee represents that, assuming due execution and
delivery by the other parties hereto, this Agreement has been duly
authorized, executed and delivered by it and constitutes its valid and
binding obligation, enforceable against it in accordance with its terms
except that such enforceability may be subject to (A) applicable bankruptcy
and insolvency laws and other similar laws affecting the enforcement of the
rights of creditors generally, and (B) general principles of equity
regardless of whether such enforcement is considered in a proceeding in
equity or at law. The Trustee shall not be accountable for the use or
application by the Depositor of funds paid to the Depositor in consideration
of the assignment of the Mortgage Loans to the Trust Fund by the Depositor
or for the use or application of any funds deposited into the Collection
Account, the Certificate Account or any other fund or account maintained
with respect to the Certificates.

Section 6.04. Trustee May Own Certificates. The Trustee and any
----------------------------
Affiliate or agent of the Trustee in its individual or any other capacity
may become the owner or pledgee of Certificates and may transact banking
and trust with the other parties hereto with the same rights it would have
if it were not Trustee or such agent.

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

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

(b) If at any time (i) the Trustee shall cease to be eligible in
accordance with the provisions of Section 6.05 and shall fail to resign
after written request therefor by the Depositor, (ii) the Trustee shall
become incapable of acting, or shall be adjudged a bankrupt or insolvent,
or a receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation, (iii) a tax is imposed or threatened with respect to the
Trust Fund by any state in which the Trustee or the Trust Fund held by the
Trustee is located, or (iv) the continued use of the Trustee would result
in a downgrading of the rating by the Rating Agencies of any Class of
Certificates with a rating (in the case of the Class 1-A3 Certificates,
determined without regard to the Class 1-A3 Policy), then the Depositor
may remove the Trustee and appoint a successor trustee by written
instrument, one copy of which instrument shall be delivered to the Trustee
so removed and one copy to the successor trustee.

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

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

Section 6.07. Successor Trustee. (a) Any successor trustee
-----------------
appointed as provided in Section 6.06 shall execute, acknowledge and
deliver to the Depositor and to its predecessor trustee an instrument
accepting such appointment hereunder, and thereupon the resignation or
removal of the predecessor trustee shall become effective and such
successor trustee, without any further act, deed or conveyance, shall
become fully vested with all the rights, powers, duties and obligations of
its predecessor hereunder, with like effect as if originally named as
trustee herein. The predecessor trustee shall deliver to the successor
trustee all Mortgage Files and documents and statements related to each
Mortgage Files held by it hereunder, and shall duly assign, transfer,
deliver and pay over to the successor trustee the entire Trust Fund,
together with all necessary instruments of transfer and assignment or
other documents properly executed necessary to effect such transfer and
such of the record or copies thereof maintained by the predecessor trustee
in the administration hereof as may be requested by the successor trustee
and shall thereupon be discharged from all duties and responsibilities
under this Agreement. In addition, the predecessor trustee shall execute
and deliver such other instruments and do such other things as may
reasonably be required to more fully and certainly vest and confirm in the
successor trustee all such rights, powers, duties and obligations.

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

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

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

Section 6.09. Appointment of Co-Trustee, Separate Trustee or
----------------------------------------------
Custodian. (a) Notwithstanding any other provisions hereof, at any time,
---------
the Trustee, the Depositor or the Certificateholders evidencing more than
50% of the Class Certificate Principal Amount (or Aggregate Notional
Amount) of each Class of Certificates shall each have the power from time
to time to appoint one or more Persons to act either as co-trustees
jointly with the Trustee, or as separate trustees, or as custodians, for
the purpose of holding title to, foreclosing or otherwise taking action
with respect to any Mortgage Loan outside the state where the Trustee has
its principal place of business where such separate trustee or co-trustee
is necessary or advisable under the laws of any state in which a property
securing a Mortgage Loan is located or for the purpose of otherwise
conforming to any legal requirement, restriction or condition in any state
in which a property securing a Mortgage Loan is located or in any state in
which any portion of the Trust Fund is located. The separate Trustees,
co-trustees, or custodians so appointed shall be
trustees or custodians for the benefit of all the Certificateholders and
shall have such powers, rights and remedies as shall be specified in the
instrument of appointment; provided, however, that no such appointment
-------- -------
shall, or shall be deemed to, constitute the appointee an agent of the
Trustee. The obligation of the Trustee to make Advances pursuant to
Section 5.04 and 6.14 hereof shall not be affected or assigned by the
appointment of a co-trustee.

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 6.11. Indemnification of Trustee. The Trustee and its
--------------------------
directors, officers, employees and agents shall be entitled to
indemnification from the Trust Fund, to the extent that the provisions in
the Sale and Servicing Agreement for indemnification of the Trustee (as
"Purchaser") are not applicable, for any loss, liability or expense
incurred in connection with any legal proceeding and incurred without
negligence or willful misconduct on their part, arising out of, or in
connection with, the acceptance or administration of the trusts created
hereunder, including the costs and expenses of defending themselves
against any claim in connection with the exercise or performance of any of
their powers or duties hereunder, provided that:

(i) the Trustee has first made reasonable efforts to enforce
any applicable provisions in the Sale and Servicing Agreement for
indemnification or reimbursement of the Trustee (as "Purchaser") by the
Servicer;

(ii) with respect to any such claim, the Trustee shall have
given the Depositor and the Holders written notice thereof promptly after
the Trustee shall have knowledge thereof;

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

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

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

Section 6.12. Fees and Expenses of Trustee. The Trustee shall be
----------------------------
entitled to receive, and is authorized to pay to itself the amount of
income or gain earned from the investment of funds in the Certificate
Account. The Trustee shall be entitled to reimbursement of expenses to
the extent provided in Section 10.01(c)(i) from the Certificate Account.
The provisions of this Section 6.12 shall survive any termination of this
Agreement.

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

(b) The Trustee shall be entitled to retain, as additional
compensation, any interest paid by the Servicer pursuant to Section 5.01
of the Sale and Servicing Agreement on amounts remitted by to the Trustee
later than the second Business Day following the Remittance Date upon
which such payment was due.

Section 6.14. Trustee To Act; Appointment of Successor. (a) If an
----------------------------------------
Event of Default 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 the Sale and Servicing
Agreement, the Trustee by notice in writing to the Servicer may, and
shall, if so directed by Certificateholders evidencing more than 50% of
the Class Certificate Principal Amount (or Aggregate Notional Amount) of
each Class of Certificates, terminate all of the rights and obligations of
the Servicer under the Sale and Servicing Agreement and in and to the
Mortgage Loans and the proceeds thereof. On or after the receipt by the
Servicer of such written notice, all authority and power of the Servicer,
and only in its capacity as Servicer under the Sale and Servicing
Agreement, whether with respect to the Mortgage Loans or otherwise, shall
pass to and be vested in the Trustee pursuant to and under the terms of
the Sale and Servicing Agreement; and the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the defaulting Servicer as
attorney-in-fact or otherwise, any and all documents and other
instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether
to complete the transfer and endorsement or assignment of the Mortgage
Loans and related documents or otherwise.

If any Event of Default shall occur, the Trustee shall promptly
notify the Rating Agencies of the nature and extent of such Event of
Default. The Trustee shall immediately give written notice to the
Servicer upon such Servicer's failure to remit funds on the Remittance
Date.

(b) On and after the time the Servicer receives a notice of
termination from the Trustee pursuant to Section 6.14(a) or the Trustee
receives the resignation of the Servicer evidenced by an Opinion of
Counsel pursuant to the applicable provision of the Sale and Servicing
Agreement, the Trustee, unless another servicer shall have been appointed,
shall be the successor in all respects to the 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 Servicer under the Sale and Servicing Agreement,
including the obligation to make Advances; provided, however, that any
failure to perform such duties or responsibilities caused by the
Servicer's failure to provide information required by the Sale and
Servicing Agreement shall not be considered a default by the Trustee
hereunder. In addition, the Trustee shall have no responsibility for any
act or omission of the Servicer prior to the issuance of any notice of
termination. In the Trustee's capacity as such successor, the Trustee
shall have the same limitations on liability herein granted to the
Servicer. As compensation therefor, the Trustee shall be entitled to
receive all compensation payable to the Servicer under the Sale and
Servicing Agreement, including the applicable portion of the related
Servicing Fee.

(c) Notwithstanding the above, the Trustee may, if it shall be
unwilling to continue to so act, or shall, if it is unable to so act,
appoint, or petition a court of competent jurisdiction to appoint, any
established housing and home finance institution
servicer, master servicer, servicer or mortgage servicing institution
having a net worth of not less than $15,000,000 and meeting such other
standards for a successor servicer as are set forth in the Sale and
Servicing Agreement, as the successor to such Servicer in the assumption
of all of the responsibilities, duties or liabilities of a servicer, like
the Servicer. Any entity designated by the Trustee as a successor
Servicer may be an Affiliate of the Trustee; provided, however, that,
-------- -------
unless such Affiliate meets the net worth requirements and other standards
set forth herein for a successor servicer, the Trustee, in its individual
capacity shall agree, at the time of such designation, to be and remain
liable to the Trust Fund for such Affiliate's actions and omissions in
performing its duties hereunder. In connection with such appointment and
assumption, the Trustee may make such arrangements for the compensation of
such successor out of payments on Mortgage Loans as it and such successor
shall agree; provided, however, that no such compensation shall be in
-------- -------
excess of that permitted to the Servicer. The Trustee and such successor
shall take such actions, consistent with this Agreement, as shall be
necessary to effectuate any such succession and may make other
arrangements with respect to the servicing to be conducted hereunder which
are not inconsistent herewith. The Servicer shall cooperate with the
Trustee and any successor servicer in effecting the termination of the
Servicer's responsibilities and rights hereunder including, without
limitation, notifying Mortgagors of the assignment of the servicing
functions and providing the Trustee and successor servicer, as applicable,
all documents and records in electronic or other form reasonably requested
by it to enable it to assume the Servicer's functions hereunder and the
transfer to the Trustee or such successor servicer, as applicable, all
amounts which shall at the time be or should have been deposited by the
Servicer in the Certificate Account and any other account or fund
maintained with respect to the Certificates or thereafter be received with
respect to the Mortgage Loans. Neither the Trustee nor any other
successor 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 Servicer to deliver,
or any delay in delivering, cash, documents or records to it, (ii) to
cooperate as required by the Sale and Servicing Agreement, (iii) to
deliver the Mortgage Loan data to the Trustee as required by the Sale and
Servicing Agreement or (iv) restrictions imposed by any regulatory
authority having jurisdiction over the Servicer.

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

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

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

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

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

ARTICLE VII

PURCHASE AND TERMINATION
OF THE TRUST FUND

Section 7.01. Termination of Trust Fund Upon Repurchase or
--------------------------------------------
Liquidation of All Mortgage Loans. (a) The obligations and
---------------------------------
responsibilities of the Trustee created hereby (other than the obligation
of the Trustee to make payments to Certificateholders as set forth in
Section 7.02), shall terminate on the earlier of (i) the final payment or
other liquidation of the last Mortgage Loan remaining in the Trust Fund
and the disposition of all REO Property and (ii) the sale of the property
held by the Trust Fund in accordance with Section 7.01(b); provided,
--------
however, that in no event shall the Trust Fund created hereby continue
-------
beyond the earlier of (i) the expiration of 21 years from the death of the
last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador
of the United States to the Court of St. James's, living on the date
hereof, and (ii) the Latest Possible Maturity Date. Any termination of
the Trust Fund shall be carried out in such a manner so that the
termination of each REMIC included therein shall qualify as a "qualified
liquidation" under the REMIC Provisions.

(b) On any Distribution Date occurring after the date on which the
aggregate Scheduled Principal Balance of the Mortgage Loans is less than
5% of the Cut-off Date Aggregate Principal Balance, the Depositor may
cause the Trust Fund to adopt a plan of complete liquidation pursuant to
Section 7.03(a)(i) hereof to sell all of its property. The property of
the Trust Fund shall be sold at a price (the "Termination Price") equal
-----------------
to: (i) 100% of the unpaid principal balance of each Mortgage Loan on the
day of such purchase plus interest accrued thereon at the applicable
Mortgage Rate with respect to any Mortgage Loan to the Due Date in the Due
Period immediately preceding the related Distribution Date to the date of
such repurchase and (ii) the fair market value of any REO Property and any
other property held by any REMIC, such fair market value to be determined
by an appraiser or appraisers mutually agreed upon by the Servicer and the
Trustee.

Section 7.02. Procedure Upon Termination of Trust Fund. (a) Notice
----------------------------------------
of any termination pursuant to the provisions of Section 7.01(a),
specifying the Distribution Date upon which the final distribution shall
be made, shall be given promptly by the Trustee by first class mail to
Certificateholders mailed no later than the later of five Business Days
after the Trustee has received notice from the Depositor of its intent to
exercise its right to cause the termination of the Trust Fund pursuant to
Section 7.01(b) or the final payment or other liquidation of the last
Mortgage Loan or REO Property in the Trust Fund. Such notice shall
specify (A) the Distribution Date upon which final distribution on the
Certificates and final payment to Financial Security of all amounts
required to be distributed to it pursuant to Section 5.02 will be made
upon presentation and surrender of the Certificates at the Corporate Trust
Office, and (B) that the Record Date otherwise applicable to such
Distribution Date is not applicable, distribution being made only upon
presentation and surrender of the Certificates at the office or agency of
the Trustee therein specified. The Trustee shall give such notice to the
Certificate Registrar at the time such notice is given to Holders of the
Certificates. Upon any such termination, the duties of the Certificate
Registrar with respect to the Certificates shall terminate and the Trustee
shall terminate the Collection Account it maintains, the Certificate
Account and any other account or fund maintained with respect to the
Certificates, subject to the Trustee's obligation hereunder to hold all
amounts payable to Certificateholders in trust without interest pending
such payment.

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

Section 7.03. Additional Trust Fund Termination Requirements. (a)
----------------------------------------------
The Trust Fund shall be terminated in accordance with the following
additional requirements, unless the Trustee seeks, and subsequently
receives, an Opinion of Counsel, addressed to the Trustee to the effect
that the failure of the Trust Fund to comply with the requirements of this
Section 7.03 will not (i) result in the imposition of taxes on any REMIC
under the REMIC Provisions or (ii) cause any REMIC established hereunder
to fail to qualify as a REMIC at any time that any Certificates are
outstanding:

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

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

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

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

(b) By its acceptance of a Residual Certificate, each Holder
thereof hereby (i) authorizes the Trustee to take such action as may be
necessary to adopt a plan of complete liquidation of the related REMIC and
(ii) agrees to take such other action as may be necessary to adopt a plan
of complete liquidation of the related REMIC, which authorization shall be
binding upon all successor Residual Certificateholders.

ARTICLE VIII

RIGHTS OF CERTIFICATEHOLDERS

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

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

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

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

(c) Every Holder or Certificate Owner, if the Holder is a Clearing
Agency, by receiving and holding a Certificate, agrees with the Depositor,
the Certificate Registrar and the Trustee that neither the Depositor, the
Certificate Registrar nor the Trustee shall be held accountable by reason
of the disclosure of any such information as to the names and addresses of
the Certificateholders hereunder, regardless of the source from which such
information was derived.

Section 8.03. Acts of Holders of Certificates. (a) Any request,
-------------------------------
demand, authorization, direction, notice, consent, waiver or other action
provided by this Agreement to be given or
taken by Holders or Certificate Owner, if the Holder is a Clearing Agency,
may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent
duly appointed in writing; and, except as herein otherwise expressly
provided, such action shall become effective when such instrument or
instruments are delivered to the Trustee. Such instrument or instruments
(as the action embodies therein and evidenced thereby) are herein
sometimes referred to as an "Act" of the Holders signing such instrument
or instruments. Proof of execution of any such instrument or of a writing
appointing any such agents shall be sufficient for any purpose of this
Agreement and conclusive in favor of the Trustee, if made in the manner
provided in this Section.

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

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

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

ARTICLE IX

ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 9.01. Trustee To Retain Possession of Certain Documents.
-------------------------------------------------
Until all amounts distributable in respect of the Certificates have been
distributed in full, the Trustee (or its

custodian) shall retain possession and custody of each Mortgage File in
accordance with and subject to the terms and conditions of this Agreement;
provided, that documents relating to any Additional Collateral may be held
by a custodian on behalf of the Trustee.

Section 9.02. Preparation of Tax Returns and Other Reports. (a)
--------------------------------------------
The Trustee shall prepare or cause to be prepared on behalf of the Trust
Fund, based upon the information furnished by the Servicer or calculated
by the Trustee in accordance with this Agreement pursuant to instructions
given by the Depositor, and shall file federal tax returns and appropriate
state income tax returns and such other returns as may be required by
applicable law relating to the Trust Fund and shall forward copies to the
Depositor of all such returns and Form 1099 information and such other
information within the control of the Trustee as the Depositor may
reasonably request in writing, and shall forward to each Certificateholder
such forms and furnish such information within the control of the Trustee
as are required by the Code and the REMIC Provisions to be furnished to
them, the Trustee will prepare and will file annual reports required by
applicable state authorities, and will prepare and disseminate to
Certificateholders Form 1099s (or otherwise furnish information within the
control of the Trustee) to the extent required by applicable law.

(b) The Trustee shall prepare and file with the Internal Revenue

Service ("IRS"), on behalf of the Trust Fund, an application on IRS Form
SS-4.

(c) The Depositor will prepare or cause to be prepared the initial
current report on Form 8-K and thereafter the Trustee will prepare or
cause to be prepared Form 10-Ks and Form 10-Qs (if necessary) or monthly
current reports on Form 8-K, on behalf of the Trust Fund, as may be
required by applicable law or regulation, and will file such reports
electronically with the Securities and Exchange Commission (the "SEC").
The Trustee will sign each such report on behalf of the Trust Fund, and
will forward a copy of each such report to the Depositor promptly after
such report has been filed with the SEC. The Depositor agrees to use its
best efforts to seek to terminate such filing obligation after the period
during which such filings are required under the Securities Exchange Act
of 1934.

Section 9.03. Release of Mortgage Files. (a) Upon becoming aware
-------------------------
of the payment in full of any Mortgage Loan, or upon receipt by the
Servicer of a notification that payment in full has been escrowed in a
manner customary for such purposes for payment to Certificateholders on
the next Distribution Date, the Servicer will immediately notify the
Trustee 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 Certificate Account
maintained by the Trustee pursuant to Section 4.04 have been or will be so
deposited) of a Servicing Officer and shall request the Trustee (or its
custodian) to deliver to the Servicer the related Mortgage File. Upon
receipt of such certification and request, the Trustee (or its custodian)
shall promptly release the related Mortgage File to the Servicer and the
Trustee shall have no further responsibility with regard to such Mortgage
File. Upon any such payment in full, the Trustee authorizes the Servicer
to give, as agent for the Trustee, as the mortgagee under the Mortgage
that secured the Mortgage Loan, an instrument of satisfaction (or
assignment of mortgage without recourse) regarding the Mortgaged Property
subject to the Mortgage, which instrument of satisfaction or assignment,
as the case may be, shall be delivered to the Person or Persons entitled
thereto against receipt therefor of such payment, it being understood and
agreed that no expenses incurred in connection with such instrument of
satisfaction or assignment, as the case may be, shall be chargeable to the
Certificate Account.

(b) From time to time and as appropriate for the servicing or
foreclosure of any Mortgage Loan and in accordance with Accepted Servicing
Practices, the Trustee shall execute such documents as shall be prepared
and furnished to the Trustee by the Servicer (in form reasonably
acceptable to the Trustee) and as are necessary to the prosecution of any
such proceedings. The Trustee shall, upon request of the Servicer and
delivery to the Trustee (or its custodian) of a trust receipt signed by a
Servicing Officer substantially in the form of Exhibit C, release the
related Mortgage File held in its possession or control to the Servicer.
Such trust receipt shall obligate the Servicer to return the Mortgage File
to the Trustee (or its custodian) when the need therefor by the Servicer
no longer exists unless the Mortgage Loan shall be liquidated, in which
case, upon receipt of a certificate of a Servicing Officer similar to that
specified above, the trust receipt shall be released by the Trustee (or
its custodian) to the Servicer.

(c) The Trustee covenants and agrees that it will comply with all
relevant laws and regulations governing the custody, processing, release
and delivery of the Mortgage Loan documents within its possession or
control.

ARTICLE X

REMIC ADMINISTRATION

Section 10.01. REMIC Administration. (a)(i) For federal income tax
--------------------
purposes, the Trust Fund shall consist of two REMICs, the Lower Tier REMIC
and the Upper Tier REMIC. The Certificates, other than the Class R1
Certificates, shall be issued by the Upper Tier REMIC, and the Class R1
Certificates shall be issued by the Lower Tier REMIC. The Lower Tier
REMIC shall be evidenced by the Class R1 Certificate and the regular
interests having the characteristics and terms set forth below, which
interests (other than the Class R1 Certificate) shall be issued by the
Lower Tier REMIC to the Trustee. The Lower Tier Interests and the
proceeds thereof shall be assets of the Upper Tier REMIC.

(ii) The Lower Tier Interests shall consist of the 1-A1, 1-A2,
1-A3, 1-A5, 1-AP, 1-AX, B1(1), B2(1), B3(1), B4(1), B5(1) and B6(1) (the
"Group 1 Lower Tier Interests"), the 2-A, B1(2), B2(2), B3(2), B4(2),
B5(2) and B6(2) (the "Group 2 Lower Tier Interests"), and the 3-A1, 3-A2,
3-B1, 3-B2, 3-B3, B4(3), B5(3), B6(3) and R2 (the "Group 3 Lower Tier
Interests"). The Group 1 Lower Tier Interests (other than Lower Tier
Interests 1-AP and 1-AX) shall bear interest at the Pool 1 Rate, the Group
2 Lower Tier Interests shall bear interest at the Pool 2 Rate, and the
Group 3 Lower Tier Interests shall bear interest at the Pool 3 Rate. The
1-AP Lower Tier Interest shall not bear interest. The 1-AX Lower Tier
Interest shall bear interest at the Certificate Interest Rate applicable
to the Class 1-AX Certificates. The Lower Tier Balance of each Lower Tier
Interest shall be equal to the Class Certificate Principal Amount or
Component Principal Amount of the Corresponding Class for such Lower Tier
Interest. The initial Lower Tier Balance for Lower Tier Interest R2 shall
be equal to $100.

Distributions of principal on the Lower Tier Interests shall
correspond to the distributions of principal and interest made under
Section 5.02 on the Classes of Certificates and Components. Allocation of
losses on the Lower Tier Interests shall correspond to the allocation of
Realized Losses made under Section 5.03 on the Classes of Certificates and
Components.

(iii) The Lower Tier Interests shall be issued as non-
certificated interests. The Class R1 Certificate shall be issued in fully
registered certificated form and shall be executed and countersigned as
provided in Section 3.01 hereof.

(iv) On each Distribution Date, in addition to amounts otherwise
distributable thereon pursuant to Section 5.02, the Trustee shall
distribute to the holder of the Class R1 Certificate any amounts (other
than the amounts described in clauses (a) through (e) of the definition of
Available Distribution Amount) remaining in the Lower Tier REMIC after all
amounts required to be applied pursuant to the preceding paragraph have
been so applied. Any distributions pursuant to this paragraph shall not
reduce the Class Certificate Principal Balance of the Class R1
Certificate.

(v) The Lower Tier Interests identified in subparagraph (ii)
above shall be designated as the "regular interests" and the Class R1
Certificate as the single class of "residual interests" in the Lower Tier
REMIC for purposes of the REMIC provisions. The Certificates other than
the Class R1 and Class R2 Certificates shall be designated as "regular
interests" in the Upper Tier REMIC for purposes of the REMIC Provisions.
The Class R2 Certificates shall be designated as the single class of
"residual interest" in the Upper Tier REMIC for purposes of the REMIC
Provisions.

(b) The Closing Date is hereby designated as the "Startup Day" of
each REMIC within the meaning of section 86OG(a)(9) of the Code.

(c) The Trustee shall pay any and all tax related expenses (not
including taxes) of each REMIC, including but not limited to any
professional fees or expenses related to audits or any administrative or
judicial proceedings with respect to such REMIC that involve the Internal
Revenue Service or state tax authorities, but only to the extent that (i)
such expenses are ordinary or routine expenses, including expenses of a
routine audit but not expenses of litigation (except as described in
(ii)); or (ii) such expenses or liabilities (including taxes and
penalties) are attributable to the negligence or willful misconduct of the
Trustee in fulfilling its duties hereunder (including its duties as tax
return preparer).

(d) The Trustee shall act as Tax Matters Person for each REMIC. The
Trustee shall prepare, sign, and file all of each REMIC's federal and
state tax and information returns as such REMIC's direct representative.
The expenses of preparing and filing such returns shall be borne by the
Trustee.

(e) The Trustee or its designee shall perform on behalf of each
REMIC all reporting and other tax compliance duties that are the
responsibility of each REMIC under the Code, the REMIC Provisions, or
other compliance guidance issued by the Internal Revenue Service or any
state or local taxing authority. Among its other duties, if required by
the Code, the REMIC Provisions, or other such guidance, the Trustee shall
provide (i) to the Treasury or other governmental authority such
information as is necessary for the application of any tax relating to the
transfer of a Residual Certificate to any disqualified person or
organization and (ii) to the Certificateholders such information or
reports as are required by the Code or REMIC Provisions.

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

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

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

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

(j) The Trustee shall not enter into any arrangement by which any
REMIC will receive a fee or other compensation for services.

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

Section 10.03. Indemnification with Respect to Certain Taxes and
-------------------------------------------------
Loss of REMIC Status. In the event that any REMIC fails to qualify as a
--------------------
REMIC, loses its status as a REMIC, or incurs federal, state or local
taxes as a result of a prohibited transaction or prohibited contribution
under the REMIC Provisions due to the negligent performance by the Trustee
of its duties and obligations set forth herein, the Trustee shall
indemnify the Holder of the related Residual Certificate against any and
all losses, claims, damages, liabilities or expenses ("Losses") resulting
from such negligence; provided, however, that the Trustee shall not be
-------- -------
liable for any such Losses attributable to the action or inaction of the
Depositor, or the Holder of such Residual Certificate, as applicable, nor
for any such Losses resulting from misinformation provided by the Holder
of such Residual Certificate on which the Trustee has relied. The
foregoing shall not be deemed to limit or restrict the rights and remedies
of the Holder of such Residual Certificate now or hereafter existing at
law or in equity. Notwithstanding the foregoing, however, in no event
shall the Trustee have any liability (1) for any action or omission that
is taken in accordance with and in compliance with the express terms of,
or which is expressly permitted by the terms of, this Agreement, (2) for
any losses other than arising out of a negligent performance by the
Trustee of its duties and obligations set forth herein, and (3) for any
special or consequential damages to Certificateholders (in addition to
payment of principal and interest on the Certificates).

ARTICLE XI

MISCELLANEOUS PROVISIONS

Section 11.01. Binding Nature of Agreement; Assignment. This
---------------------------------------
Agreement shall be binding upon and inure to the benefit of

the parties hereto and their respective successors and permitted assigns.

Section 11.02. Entire Agreement. This Agreement contains the entire
----------------
agreement and understanding among the parties hereto with respect to the
subject matter hereof, and supersedes all prior and contemporaneous
agreements, understandings, inducements and conditions, express or
implied, oral or written, of any nature whatsoever with respect to the
subject matter hereof. The express terms hereof control and supersede any
course of performance and/or usage of the trade inconsistent with any of
the terms hereof.

Section 11.03. Amendment. (a) This Agreement may be amended from
---------
time to time by the Depositor and the Trustee, without notice to or the
consent of any of the Holders, (i) to cure any ambiguity, (ii) to cause
the provisions herein to conform to or be consistent with or in
furtherance of the statements made with respect to the Certificates, the
Trust Fund or this Agreement in any Offering Document; or to correct or
supplement any provision herein which may be inconsistent with any other
provisions herein, (iii) to make any other provisions, with respect to
matters or questions arising under this Agreement or (iv) to add, delete,
or amend any provisions to the extent necessary or desirable to comply
with any requirements imposed by the Code and the REMIC Provisions. No
such amendment effected pursuant to the preceding sentence shall, as
evidenced by an Opinion of Counsel, adversely affect the status of any
REMIC created pursuant to this Agreement, nor shall such amendment
effected pursuant to clause (iii) of such sentence adversely affect in any
material respect the interests of any Holder. Prior to entering into any
amendment without the consent of Holders pursuant to this paragraph, the
Trustee may require an Opinion of Counsel (at the expense of the party
requesting such amendment) to the effect that such amendment is permitted
under this paragraph. Any such amendment shall be deemed not to adversely
affect in any material respect any Holder, if the Trustee receives written
confirmation from each Rating Agency that such amendment will not cause
such Rating Agency to reduce the then current rating assigned to the
Certificates (in the case of the Class 1-A3 Certificates, determined
without regard to the Class 1-A3 Policy) (and any Opinion of Counsel
requested by the Trustee in connection with any such amendment may rely
expressly on such confirmation as the basis therefor).

(b) This Agreement may also be amended from time to time by the
Depositor and the Trustee with the consent of the Holders of not less than
66-2/3% of the Class Certificate Principal Amount (or Aggregate Notional
Amount or, in the case of the Class 1-AX Certificates, aggregate
Percentage Interest) of each Class of Certificates affected thereby for
the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Holders; provided, however, that no such
amendment shall be made unless the Trustee receives an Opinion of Counsel,
at the expense of the party requesting the change, that such change will
not adversely affect the status of any REMIC as a REMIC or cause a tax to
be imposed on such REMIC; and provided further, that no such amendment may
(i) reduce in any manner the amount of, or delay the timing of, payments
received on Mortgage Loans, which are required to be distributed on any
Certificate without the consent of the Holder of such Certificate or (ii)
reduce the aforesaid percentages of Class Certificate Principal Amount
(or Aggregate Notional Amount) of Certificates of each Class, the Holders
of which are required to consent to any such amendment without the consent
of the Holders of 100% of the Class Certificate Principal Amount
(or Aggregate Notional Amount or, in the Class of the 1-AX Certificates,
aggregate Percentage Interest) of each Class of Certificates affected
thereby. For purposes of this paragraph, references to "Holder" or
"Holders" shall be deemed to include, the case of any Class of
Book-Entry Certificates, the related Certificate Owners.

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

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

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

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

(b) The Trustee will provide to any person to whom a Prospectus was
delivered, upon the request of such person specifying the document or
documents requested, (i) a copy (excluding exhibits) of any report on Form
8-K or Form 10-K filed with the Securities and Exchange Commission
pursuant to Section 9.02(c) and (ii) a copy of any document incorporated
by reference in the Prospectus. Any reasonable out-of-pocket expenses
incurred by the Trustee in providing copies of such documents shall be
reimbursed by the Depositor.

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

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

Section 11.07. Notices. All demands, notices and communications
-------
hereunder shall be in writing and shall be deemed to have been duly given
when received by (a) in the case of the Depositor, Structured Asset
Securities Corporation, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇,
Attention: President, and (b) in the case of the Trustee, First Bank
National Association, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
Attention: Structured Finance/SASCO 1996-6, or as to each party such other
address as may hereafter be furnished by such Party to the other parties
in writing. Any notice required or permitted to be mailed to a Holder
shall be given by first class mail, postage prepaid, at the address of
such Holder as shown in the Certificate Register. Any notice so mailed
within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Holder receives such
notice.

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

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

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

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

Section 11.12. Special Notices to the Rating Agencies. (a) The
--------------------------------------
Depositor shall give, prompt notice to the Rating Agencies of the
occurrence of any of the following events of which it has notice:

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

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

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

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

If to Fitch, to:

Fitch Investors Service, L.P.
▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Residential Mortgage Surveillance

If to S&P, to:

Standard & Poor's Ratings Services,
A division of The ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc.
▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Residential Mortgages

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

Section 11.14. Matters Relating to the Certificate Insurance Policy.
----------------------------------------------------
(a) By accepting its Certificate, each Class 1-A3 Certificateholder
agrees that unless a Financial Security Default exists, Financial Security
shall have the right to exercise all rights of the Class 1-A3
Certificateholders under this Agreement without any further consent of the
Class 1-A3 Certificateholders, including, without limitation:

(i) the right to give notices of breach or to terminate the
rights and obligations of the Servicer as Servicer pursuant to Section
6.14;

(ii) the right to direct the actions of the Trustee during the
continuance of an Event of Default pursuant to Sections 6.14 and 6.15;

(iii) the right to consent to or direct any waivers of Events of
Default; and

(iv) the right to remove the Trustee pursuant to Section 6.06.

In addition, each Class 1-A3 Certificateholder agrees that, unless a
Financial Security Default exists, the rights specifically set forth above
may be exercised by the Class 1-A3 Certificateholders only with the prior
written consent of Financial Security; provided, that such consent shall
not be required if Financial Security is furnished with either (i) an
Opinion of Counsel to the effect that such amendment will not adversely
affect in any material respect the interests of Financial Security or (ii)
a letter from each Rating Agency stating that such amendment will not
result in the downgrade or withdrawal of the rating then assigned to the
Class 1-A3 Certificates without regard to the guaranty provided by the
Class 1-A3 Policy.

(b) Unless a Financial Security Default exists, the Trustee shall
not agree to any amendment pursuant to Section 11.03 without the prior
written consent of Financial Security, which consent shall not be
unreasonably withheld.

(c) All notices, statements, reports, certificates or opinions
required by this Agreement to be sent to any other party hereto or to the
Class 1-A3 Certificateholders shall also be sent, and any report or
statement sent by the Servicer to the Trustee in accordance with the Sale
and Servicing Agreement shall be sent by the Trustee, to Financial
Security at the following address:

Financial Security Assurance Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Senior Vice President, Surveillance Dept.

or such other address as Financial Security may hereafter furnish to the
Depositor and the Trustee

(d) Financial Security shall be a third-party beneficiary of this
Agreement, entitled to enforce the provisions hereof as if a party hereto.

(e) No purchase of the property of the Trust Fund pursuant to
Section 7.01(b) shall occur if such purchase would result in a draw on the
Class 1-A3 Policy, unless Financial Security has consented to such
purchase.

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

STRUCTURED ASSET SECURITIES
CORPORATION, as Depositor

By:
-----------------------------
Name:
Title:

FIRST BANK NATIONAL ASSOCIATION,
as Trustee

By:
-----------------------------
Name:
Title:

EXHIBIT B
---------

FORM OF TRUSTEE FINAL CERTIFICATION

----------------------
(Date)

Structured Asset Securities Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇

Re: Trust Agreement (the "Trust Agreement"), dated as of November 1,
1996 between Structured Asset Securities Corporation, as Depositor
and First Bank National Association, as Trustee, with respect to
Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-6

Ladies and Gentlemen:

In accordance with Section 2.02(b) of the Trust Agreement, the
undersigned, as Trustee, hereby certifies that as to each Mortgage Loan
listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed on the attachment hereto) it (or its custodian) has
received:

(i) the original Mortgage Note endorsed without recourse in
proper form to the order of the Trustee;

(ii) with respect to any Mortgage Loan other than a Cooperative
Mortgage Loan, a duly executed Assignment of Mortgage;

(iii) with respect to any Mortgage Loan other than a Cooperative
Mortgage Loan, the original recorded Mortgage with evidence of recording
indicated thereon; or, if, in connection with any Mortgage Loan, the
Depositor (or the Servicer or any of its correspondents, at the direction
of the Seller and the Depositor) cannot deliver the Mortgage with evidence
of recording thereon because such Mortgage has been lost, the Depositor
(or the Servicer or its correspondents, at the direction of the Seller and
Depositor) shall deliver or cause to be delivered to the Trustee, a
photocopy of such Mortgage (certified by the Servicer or its
correspondents to be a true and correct copy) together with a written
Opinion of Counsel acceptable to the Trustee and the Depositor that an
original recorded Mortgage is not required to enforce the Trustee's
interest in the Mortgage Loan;

(iv) if applicable, such original intervening assignments
("Intervening Assignments"), as may be necessary to show a complete chain
of title to the Mortgage from the originator to the Trustee at the
direction of the Seller and the Depositor; or, as to any such Intervening
Assignment which cannot be delivered because such Intervening Assignment
has been lost, a written Opinion of Counsel acceptable to the Trustee and
the Depositor that such original Intervening Assignment is not required to
enforce the Trustee's interest in the Mortgage Loans.

(v) with respect to any Mortgage Loan other than a Cooperative
Loan, the original lender's Title Insurance Policy or a written commitment
to issue such Title Insurance Policy or, in lieu thereof, a copy of such
Title Insurance Policy;

(vi) the original of each assumption, modification or
substitution agreement, if any, relating to the Mortgage Loans (as and to
the extent of those Mortgage Loans specifically identified by the Servicer
to be subject to any assumption, modification or substitution;

(vii) with respect to any Cooperative Mortgage Loan, the original
Cooperative Loan Documents; and

(viii) the original additional collateral pledge and security
agreement executed in connection with each pledge of Additional
Collateral, assigned to the Trustee.

The undersigned hereby certifies that as to each Mortgage Loan
identified on the Mortgage Loan Schedule, other than any Mortgage Loan
listed on the attachment hereto, it has reviewed the documents listed
above and has determined that each such document appears to be complete
and, based on an examination of such documents, the information set forth
in the Mortgage Loan Schedule is correct.

Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the Trust Agreement. This Certificate is
qualified in all respects by the terms of said Trust Agreement.

First Bank National Association,
as Trustee

By:________________________________
Name:
Title:

EXHIBIT B-4
-----------

FORM OF ENDORSEMENT

Pay to the order of First Bank National Association, as trustee (the
"Trustee") under a Trust Agreement dated as of November 1, 1996, between
Structured Asset Securities Corporation, as Depositor, and the Trustee
relating to Structured Asset Securities Corporation Mortgage Pass-Through
Certificates, Series 1996-6, without recourse.

__________________________________
(current signatory on note)

By:_______________________________
Name:
Title:

EXHIBIT C
---------

REQUEST FOR RELEASE OF DOCUMENTS AND RECEIPT

----------------------
(Date)

(Addressed to Trustee
or, if applicable, custodian)

In connection with the administration of the mortgages held by you as
Trustee under a certain Trust Agreement dated as of ______________1, 199__
between Structured Asset Securities Corporation, as Depositor, and you,
as Trustee (the "Trust Agreement"), the undersigned Servicer hereby
requests a release of the Mortgage File held by you as Trustee with
respect to the following described Mortgage Loan for the reason indicated
below.

Mortgagor's Name:

Address:

Loan No.:

Reason for requesting file:

1. Mortgage Loan paid in full. (The Servicer hereby certifies that
all amounts received in connection with the loan have been or will be
credited to the Collection Account or the Certificate Account (whichever
is applicable) pursuant to the Trust Agreement.)

2. Mortgage Loan repurchased. (The Servicer hereby certifies that the
Purchase Price has been credited to the Collection Account or the
Certificate Account (whichever is applicable) pursuant to the Trust
Agreement.)

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

4. The Mortgage Loan is being foreclosed.

5. Other. (Describe)

The undersigned acknowledges that the above Mortgage File will be
held by the undersigned in accordance with the provisions
of the Trust Agreement and will be returned to you within ten (10) days of
our receipt of the Mortgage File, except if the Mortgage Loan has been
paid in full, or repurchased or substituted for a Qualifying Substitute
Mortgage Loan (in which case the Mortgage File will be retained by us
permanently) and except if the Mortgage Loan is being foreclosed (in which
case the Mortgage File will be returned when no longer required by us for
such purpose).

Capitalized terms used herein shall have the meanings ascribed to
them in the Trust Agreement.

__________________________________
(Name of Servicer)

By:_______________________________
Name:
Title: Servicing Officer

EXHIBIT D-1
-----------

FORM OF RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

STATE OF )
) ss.:

COUNTY OF )

(NAME OF OFFICER), _________________ being first duly sworn,
deposes and says:

1. That he (she) is (title of officer) ___________
_____________ of (name of Purchaser) ________________________
_________________ (the "Purchaser"), a _______________________
(description of type of entity) duly organized and existing under the laws
of the (State of __________) (United States), on behalf of which he (she)
makes this affidavit.

2. That the Purchaser's Taxpayer Identification Number is
( ).

3. That the Purchaser is not a "disqualified organization"
within the meaning of Section 860E(e)(5) of the Internal Revenue Code of
1986, as amended (the "Code") and will not be a "disqualified
organization" as of (date of transfer), and that the Purchaser is not
acquiring a Residual Certificate (as defined in the Agreement) for the
account of, or as agent (including a broker, nominee, or other middleman)
for, any person or entity from which it has not received an affidavit
substantially in the form of this affidavit. For these purposes, a
"disqualified organization" means the United States, any state or
political subdivision thereof, any foreign government, any international
organization, any agency or instrumentality of any of the foregoing (other
than an instrumentality if all of its activities are subject to tax and a
majority of its board of directors is not selected by such governmental
entity), any cooperative organization furnishing electric energy or
providing telephone service to persons in rural areas as described in Code
Section 1381(a)(2)(C), or any organization (other than a farmers'
cooperative described in Code Section 521) that is exempt from federal
income tax unless such organization is subject to the tax on unrelated
business income imposed by Code Section 511.

4. That the Purchaser is not, and on __________ (insert date
of transfer of Residual Certificate to Purchaser) will not be, and is not
and on such date will not be investing the assets of, an employee benefit
plan subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or a plan subject to Code Section 4975 or a person or
entity that is using the assets of any employee benefit plan or other
plan to acquire a Residual Certificate.

5. That the Purchaser hereby acknowledges that under the terms
of the Trust Agreement (the "Agreement") between Structured Asset
Securities Corporation and First Bank National Association, as Trustee,
dated as of November 1, 1996, no transfer of the Residual Certificates
shall be permitted to be made to any person unless the Trustee has
received a certificate from such transferee to the effect that such
transferee is not an employee benefit plan subject to ERISA or a plan
subject to Section 4975 of the Code and is not using the assets of any
employee benefit plan or other plan to acquire Residual Certificates.

6. That the Purchaser does not hold REMIC residual securities
as nominee to facilitate the clearance and settlement of such securities
through electronic book-entry changes in accounts of participating
organizations (such entity, a "Book-Entry Nominee").

7. That the Purchaser does not have the intention to impede
the assessment or collection of any federal, state or local taxes legally
required to be paid with respect to such Residual Certificate.

8. That the Purchaser will not transfer a Residual Certificate
to any person or entity (i) as to which the Purchaser has actual knowledge
that the requirements set forth in paragraph 3, paragraph 6 or paragraph
10 hereof are not satisfied or that the Purchaser has reason to believe
does not satisfy the requirements set forth in paragraph 7 hereof, and
(ii) without obtaining from the prospective Purchaser an affidavit
substantially in this form and providing to the Trustee a written
statement substantially in the form of Exhibit G to the Agreement.

9. That the Purchaser understands that, as the holder of a
Residual Certificate, the Purchaser may incur tax liabilities in excess of
any cash flows generated by the interest and that it intends to pay taxes
associated with holding such Residual Certificate as they become due.

10. That the Purchaser (i) is not a Non-U.S. Person or (ii) is
a Non-U.S. Person that holds a Residual Certificate in connection with the
conduct of a trade or business within the United States and has furnished
the transferor and the Trustee with an effective Internal Revenue Service
Form 4224 or successor form at the time and in the manner required by the
Code or (iii) is a Non-U.S. Person that has delivered to both the
transferor and the Trustee an opinion of a nationally recognized tax
counsel to the effect that the transfer of such Residual Certificate to
it is in accordance with the requirements of the Code and the regulations
promulgated thereunder and that such transfer of a Residual Certificate
will not be disregarded for federal income tax purposes. "Non-U.S.
Person" means an individual, corporation, partnership or other person
other than a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in or under the laws of
the United States or any political subdivision thereof, or an estate or
trust that is subject to U.S. federal income tax regardless of the source
of its income.

11. That the Purchaser agrees to such amendments of the Trust
Agreement as may be required to further effectuate the restrictions on
transfer of any Residual Certificate to such a "disqualified
organization," an agent thereof, a Book-Entry Nominee, or a person that
does not satisfy the requirements of paragraph 7 and paragraph 10 hereof.

12. That the Purchaser consents to the designation of the
Trustee as its agent to act as "tax matters person" of the Trust Fund
pursuant to the Trust Agreement.

IN WITNESS WHEREOF, the Purchaser has caused this instrument to
be executed on its behalf, pursuant to authority of its Board of
Directors, by its (title of officer) this _____ day of __________, 19__.

_________________________________
(name of Purchaser)

By:______________________________
Name:
Title:

Personally appeared before me the above-named (name of officer)
________________, known or proved to me to be the same person who executed
the foregoing instrument and to be the (title of officer)
_________________ of the Purchaser, and acknowledged to me that he (she)
executed the same as his (her) free act and deed and the free act and deed
of the Purchaser.

Subscribed and sworn before me this _____ day of __________,
19__.

NOTARY PUBLIC

______________________________

COUNTY OF_____________________

STATE OF______________________

My commission expires the _____ day of __________, 19__.

EXHIBIT D-2
-----------

RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

___________________
Date

Re: Structured Asset Securities Corporation
Mortgage Pass-Through Certificates
---------------------------------------

_______________________ (the "Transferor") has reviewed the
attached affidavit of _____________________________ (the "Transferee"),
and has no actual knowledge that such affidavit is not true and has no
reason to believe that the information contained in paragraph 7 thereof is
not true, and has no reason to believe that the Transferee has the
intention to impede the assessment or collection of any federal, state or
local taxes legally required to be paid with respect to a Residual
Certificate. In addition, the Transferor has conducted a reasonable
investigation at the time of the transfer and found that the Transferee
had historically paid its debts as they came due and found no significant
evidence to indicate that the Transferee will not continue to pay its
debts as they become due.

Very truly yours,

_______________________________
Name:
Title:

EXHIBIT E
---------

Sale and Servicing Agreement

EXHIBIT F

---------

FORM OF RULE 144A TRANSFER CERTIFICATE

Re: Structured Asset Securities Corporation
Mortgage Pass-Through Certificates
Series 1996-6
---------------------------------------

Reference is hereby made to the Trust Agreement dated as of
______ 1, 199___ (the "Trust Agreement") between Structured Asset Securities
Corporation, as Depositor, and First Bank National Association, as
Trustee. Capitalized terms used but not defined herein shall have the
meanings given to them in the Trust Agreement.

This letter relates to $_________ initial Certificate Balance of
Class____ Certificates which are held in the form of Definitive
Certificates registered in the name of ________________________________
(the "Transferor"). The Transferor has requested a transfer of such
Definitive Certificates for Definitive Certificates of such Class
registered in the name of (insert name of transferee).

In connection with such request, and in respect of such
Certificates, the Transferor hereby certifies that such Certificates are
being transferred in accordance with (i) the transfer restrictions set
forth in the Trust Agreement and the Certificates and (ii) Rule 144A under
the Securities Act to a purchaser that the Transferor reasonably believes
is a "qualified institutional buyer" within the meaning of Rule 144A
purchasing for its own account or for the account of a "qualified
institutional buyer", which purchaser is aware that the sale to it is
being made in reliance upon Rule 144A, in a transaction meeting the
requirements of Rule 144A and in accordance with any applicable securities
laws of any state of the United States or any other applicable
jurisdiction.

This certificate and the statements contained herein are made
for your benefit and the benefit of the Placement Agent and the Depositor.

_____________________________________
(Name of Transferor)

By:__________________________________
Name:
Title:

Dated: ___________, ____

EXHIBIT G
---------

FORM OF PURCHASER'S LETTER FOR
INSTITUTIONAL ACCREDITED INVESTOR

----------------------
(Date)

Dear Sirs:

In connection with our proposed purchase of $______________ principal
amount of Mortgage Pass-Through Certificates, Series 1996-6 (the
"Privately Offered Certificates") of Structured Asset Securities
Corporation (the "Depositor"), we confirm that:

(1) We have received a copy of the Private Placement Memorandum dated
_____, 199_ relating to the Privately Offered Certificates (the "Private
Placement Memorandum"), and we understand that the Privately Offered
Certificates have not been, and will not be, registered under the
Securities Act of 1933, as amended (the "Securities Act"), and may not be
sold except as permitted in the following sentence. We agree, on our own
behalf and on behalf of any accounts for which we are acting as
hereinafter stated, that if we should sell any Privately Offered
Certificates within three years of the later of the date of original
issuance of the Privately Offered Certificates or the last day on which
such Privately Offered Certificates are owned by the Depositor or any
affiliate of the Depositor (which includes the Placement Agent) we will
do so only (A) to the Depositor, (B) to "qualified institutional buyers"
(within the meaning of Rule 144A under the Securities Act) in accordance
with Rule 144A under the Securities Act ("QIBs"), (C) pursuant to an
exemption from registration in accordance with Rule 904 of Regulation S
under the Securities Act, (D) pursuant to the exemption from registration
provided by Rule 144 under the Securities Act, or (E) to an institutional
"accredited investor" within the meaning of Rule 501(a)(1), (2), (3) or
(7) of Regulation D under the Securities Act that is not a QIB (an
"Institutional Accredited Investor") which, prior to such transfer,
delivers to the Trustee under the Trust Agreement dated as of
___ 1, 199_ between the Depositor and First Bank National Association, as
Trustee (the "Trustee"), a signed letter in the form of this letter; and
we further agree,in the capacities stated above, to provide to any person
purchasing any of the Privately Offered Certificates from us a notice
advising such purchaser that resales of the Privately Offered
Certificates are restricted as stated herein.

(2) We understand that, in connection with any proposed resale of any
Privately Offered Certificates to an Institutional Accredited Investor,
we will be required to furnish to the Trustee and the Depositor a
certification from such transferee in the form hereof to confirm that
the proposed sale is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. We further understand that the Privately Offered
Certificates purchased by us will bear a legend to the foregoing effect.

(3) We are acquiring the Privately Offered Certificates for investment
purposes and not with a view to, or for offer or sale in connection with,
any distribution in violation of the Securities Act. We have such
knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the
Privately Offered Certificates, and we and any account for which we are
acting are each able to bear the economic risk of such investment.

(4) We are an Institutional Accredited Investor and we are acquiring the
Privately Offered Certificates purchased by us for our own account or for
one or more accounts (each of which is an Institutional Accredited
Investor) as to each of which we exercise sole investment discretion.

(5) We have received such information as we deem necessary in order to
make our investment decision.

(6) If we are acquiring ERISA-Restricted Certificates, we understand that
in accordance with ERISA, the Code and the Exemption, no Plan as to which
the Purchaser, the Depositor, any Servicer or Master Servicer or the
Trustee is a party in interest or disqualified person, and no person
acting on behalf of such a Plan may acquire such Certificate unless the
acquisition would constitute an exempt transaction under a statutory
exemption or any of the administrative exemptions issued by the U.S.
Department of Labor.

Terms used in this letter which are not otherwise defined herein have
the respective meanings assigned thereto in the Trust Agreement.

You and the Depositor are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceeding or official
inquiry with respect to the matters covered hereby.

Very truly yours,

__________________________________
(Purchaser)

By________________________________
Name:
Title:

EXHIBIT H
---------

(FORM OF ERISA TRANSFER AFFIDAVIT)

STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )

The undersigned, being first duly sworn, deposes and says as
follows:

1. The undersigned is the ______________________ of (the
"Investor"), a (corporation duly organized) and existing under the laws of
__________, on behalf of which he makes this affidavit.

2. The Investor either (x) is not an employee benefit plan
subject to Section 406 or Section 407 of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code"), the Trustee of any
such plan or a person acting on behalf of any such plan nor a person using
the assets of any such plan or (2) if the Investor is an insurance
company, such Investor is purchasing such Certificates with funds
contained in an "Insurance Company General Account" (as such term is
defined in Section v(e) of the Prohibited Transaction Class Exemption 95-
60 ("PTCE 95-60")) and that the purchase and holding of such Certificates
are covered under PTCE 95-60; or (y) shall deliver to the Trustee and the
Depositor an opinion of counsel (a "Benefit Plan Opinion") satisfactory to
the Trustee and the Depositor, and upon which the Trustee and the
Depositor shall be entitled to rely, to the effect that the purchase or
holding of such Certificate by the Investor will not result in the assets
of the Trust Fund being deemed to be plan assets and subject to the
prohibited transaction provisions of ERISA or the Code and will not
subject the Trustee or the Depositor to any obligation in addition to
those undertaken by such entities in the Trust Agreement, which opinion of
counsel shall not be an expense of the Trustee or the Depositor.

3. The Investor hereby acknowledges that under the terms of the
Trust Agreement (the "Agreement") between Structured Asset Securities
Corporation, as Depositor, and First Bank National Association, as
Trustee, dated _____________ 1, 199_, no transfer of the ERISA-Restricted
Certificates shall be permitted to be made to any person unless the
Depositor and Trustee have received a certificate from such transferee in
the form hereof.

IN WITNESS WHEREOF, the Investor has caused this instrument to
be executed on its behalf, pursuant to proper authority, by its duly
authorized officer, duly attested, this ____ day of _______________, 199_.

_________________________________
(Investor)

By:______________________________
Name:
Title:

ATTEST:

___________________________

STATE OF )
)ss.:
COUNTY OF )

Personally appeared before me the above-named
_________________, known or proved to me to be the same person who
executed the foregoing instrument and to be the _________________ of the
Investor, and acknowledged that he executed the same as his free act and
deed and the free act and deed of the Investor.

Subscribed and sworn before me this _____ day of ___________
199__.

__________________________________
NOTARY PUBLIC

My commission expires the
____ day of __________, 19__.

SCHEDULE A
----------

MORTGAGE LOAN SCHEDULE

SCHEDULE B
----------

PRINCIPAL AMOUNT SCHEDULES

(Not Applicable)

STRUCTURED ASSET SECURITIES CORPORATION MORTGAGE PASS-THROUGH CERTIFICATES SERIES 1996-6

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