Unassociated Document


     

    Execution


    STRUCTURED
      ASSET SECURITIES CORPORATION, as Depositor

     

    and

     

    WELLS
      FARGO BANK, N.A.,

    as
      Trustee

     

    ___________________________

     

    TRUST
      AGREEMENT

     

    Dated
      as
      of May 1, 2008

     

    ___________________________

     

    LEHMAN
      MORTGAGE TRUST

    MORTGAGE
      PASS-THROUGH CERTIFICATES

    SERIES
      2008-3

     

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    TABLE
      OF
      CONTENTS

     

    Page

    


    
      	
              ARTICLE
                I DEFINITIONS

            	
              2

            
	 	 
	
              Section
                1.01. Definitions.

            	
              2

            
	
              Section
                1.02. Calculations Respecting Accrued Interest.

            	
              11

            
	 	 
	
              ARTICLE
                II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

            	
              11

            
	 	 
	
              Section
                2.01. Creation and Declaration of Trust Fund; Conveyance of Underlying
                Security.

            	
              11

            
	
              Section
                2.02. Issuance of Certificates.

            	
              12

            
	
              Section
                2.03. Designation of Start-up Day.

            	
              13

            
	
              Section
                2.04. REMIC Certificate Maturity Date.

            	
              13

            
	
              Section
                2.05. Representations and Warranties of the Depositor.

            	
              13

            
	 	 
	
              ARTICLE
                III THE CERTIFICATES

            	
              14

            
	 	 
	
              Section
                3.01. The Certificates.

            	
              14

            
	
              Section
                3.02. Registration.

            	
              14

            
	
              Section
                3.03. Transfer and Exchange of Certificates.

            	
              15

            
	
              Section
                3.04. Cancellation of Certificates.

            	
              18

            
	
              Section
                3.05. Replacement of Certificates.

            	
              18

            
	
              Section
                3.06. Persons Deemed Owners.

            	
              18

            
	
              Section
                3.07. Temporary Certificates.

            	
              18

            
	
              Section
                3.08. Appointment of Paying Agent.

            	
              19

            
	
              Section
                3.09. Book-Entry Certificates.

            	
              20

            
	 	 
	
              ARTICLE
                IV ADMINISTRATION OF THE UNDERLYING SECURITY

            	
              21

            
	 	 
	
              Section
                4.01. Collection of Payments on Underlying Security; Certificate
                Account.

            	
              21

            
	
              Section
                4.02. No Exchanges of the Underlying Security.

            	
              22

            
	
              Section
                4.03. Reports to Certificateholders.

            	
              22

            
	 	 
	
              ARTICLE
                V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

            	
              23

            
	 	 
	
              Section
                5.01. Distributions Generally.

            	
              23

            
	
              Section
                5.02. Distributions from the Certificate Account.

            	
              24

            


    

    
      	
              Section
                5.03. Allocation of Realized Loss Amounts.

            	
              24

            
	 	 
	
              ARTICLE
                VI CONCERNING THE TRUSTEE; EVENTS OF DEFAULT

            	
              25

            
	 	 
	
              Section
                6.01. Duties of Trustee.

            	
              25

            
	
              Section
                6.02. Certain Matters Affecting the Trustee.

            	
              26

            
	
              Section
                6.03. Trustee Not Liable for Certificates.

            	
              27

            
	
              Section
                6.04. Trustee May Own Certificates.

            	
              28

            
	
              Section
                6.05. Eligibility Requirements for Trustee.

            	
              28

            
	
              Section
                6.06. Resignation and Removal of Trustee.

            	
              28

            
	
              Section
                6.07. Successor Trustee.

            	
              29

            
	
              Section
                6.08. Merger or Consolidation of Trustee.

            	
              29

            
	
              Section
                6.09. Authenticating Agents.

            	
              30

            
	
              Section
                6.10. Indemnification of Trustee.

            	
              30

            
	
              Section
                6.11. Fees and Expenses of Trustee.

            	
              31

            
	
              Section
                6.12. Preparation of Tax Returns and Other Reports.

            	
              31

            


    

    

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

 

    
      	
              Section
                6.13. No Merger.

            	
              37

            
	
              Section
                6.14. Indemnification by the Trustee and Paying Agent.

            	
              38

            
	
              Section
                6.15. Compliance with Regulation AB.

            	
              38

            
	
              Section
                6.16. Assessment of Compliance and Attestation Reports.

            	
              38

            
	
              Section
                6.17. Limitation on Liability of the Depositor and Others.

            	
              39

            
	 	 
	
              ARTICLE
                VII PURCHASE AND TERMINATION OF THE TRUST FUND

            	
              40

            
	 	 
	
              Section
                7.01. Termination of Trust Fund Upon Distribution to
                Certificateholders.

            	
              40

            
	
              Section
                7.02. Failure of Certificateholders to Surrender
                Certificates.

            	
              40

            
	 	 
	
              ARTICLE
                VIII RIGHTS OF CERTIFICATEHOLDERS

            	
              41

            
	 	 
	
              Section
                8.01. Limitation on Rights of Holders.

            	
              41

            
	
              Section
                8.02. Access to List of Holders.

            	
              41

            
	
              Section
                8.03. Acts of Holders of Certificates.

            	
              42

            
	 	 
	
              ARTICLE
                IX [Reserved.]

            	
              43

            
	 	 


    

    
      	
              ARTICLE
                X REMIC ADMINISTRATION

            	
              43

            
	 	 
	
              Section
                10.01. REMIC Administration.

            	
              43

            
	
              Section
                10.02. Prohibited Transactions and Activities.

            	
              44

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

            	
              45

            
	 	 
	
              ARTICLE
                XI MISCELLANEOUS PROVISIONS

            	
              45

            
	 	 
	
              Section
                11.01. Binding Nature of Agreement; Assignment.

            	
              45

            
	
              Section
                11.02. Entire Agreement.

            	
              45

            
	
              Section
                11.03. Amendment.

            	
              45

            
	
              Section
                11.04. Voting Rights.

            	
              46

            
	
              Section
                11.05. Provision of Information.

            	
              47

            
	
              Section
                11.06. Governing Law.

            	
              47

            
	
              Section
                11.07. Notices.

            	
              47

            
	
              Section
                11.08. Severability of Provisions.

            	
              47

            
	
              Section
                11.09. Indulgences; No Waivers.

            	
              47

            
	
              Section
                11.10. Headings Not To Affect Interpretation.

            	
              48

            
	
              Section
                11.11. Benefits of Agreement.

            	
              48

            
	
              Section
                11.12. Special Notices to the Rating Agencies.

            	
              48

            
	
              Section
                11.13. Counterparts.

            	
              49

            
	
              Section
                11.14. Action Under and Conflicts With Underlying Trust
                Agreement.

            	
              49

            


    

     


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    Exhibits

    


    
      	
              Exhibit
                A

            	
              Forms
                of Certificates

            
	
              Exhibit
                B-l

            	
              Form
                of Residual Certificate Transfer Affidavit (Transferee)

            
	
              Exhibit
                B-2

            	
              Form
                of Residual Certificate Transfer Affidavit (Transferor)

            
	
              Exhibit
                C

            	
              Schedule
                of Underlying Securities

            
	
              Exhibit
                D

            	
              Form
                of Purchaser’s Letter for Institutional Accredited
                Investors

            
	
              Exhibit
                E

            	
              Form
                of ERISA Transfer Affidavit

            
	
              Exhibit
                F

            	
              Transaction
                Parties

            
	
              Exhibit
                G-1

            	
              Additional
                Form 10-D Disclosure

            
	
              Exhibit
                G-2

            	
              Additional
                Form 10-K Disclosure 

            
	
              Exhibit
                G-3

            	
              Additional
                Form 8-K Disclosure

            
	
              Exhibit
                G-4

            	
              Additional
                Disclosure Notification

            
	
              Exhibit
                H

            	
              Form
                Certification to be Provided to Depositor by the
                Trustee

            
	
              Exhibit
                I

            	
              Relevant
                Servicing Criteria to be Addressed in Report on Assessment of
                Compliance

            
	
              Exhibit
                J

            	
              Underlying
                Trust Agreement Related to the Underlying
                Security

            


    

    




    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    This
      TRUST AGREEMENT dated as of May 1, 2008 (the “Agreement”), is by and between
      STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as depositor
      (the “Depositor”) and WELLS
      FARGO BANK, N.A.,
      as
      trustee (the “Trustee”).

     

    PRELIMINARY
      STATEMENT 

     

    The
      Depositor has acquired the Underlying Security (as defined herein) from Lehman
      Brothers Holdings Inc. (the “Seller”) and at the Closing Date is the owner of
      the Underlying Security 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 Underlying Security 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 Underlying
      Security and the other property constituting the Trust Fund. All covenants
      and
      agreements made by the Depositor and the Trustee herein with respect to the
      Underlying Security 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
      REMIC

     

    As
      provided herein, the Trustee shall elect that the Trust Fund be treated for
      federal income tax purposes as a single real estate mortgage investment conduit
      (a “REMIC”). Each Class of Certificates (other than the Class R Certificate) is
      hereby designated as a regular interest in the REMIC.

     

    The
      Certificates

     

    The
      following sets forth (or describes) the Class designation, Interest Rate, the
      initial Class Principal Amount and minimum denomination for each Class of
      Certificates issued hereunder.

     

    
      	
              Class

            	
              Initial
                

              Certificate
                Principal

              Amount

            	
              Interest
                Rate

            	
              Minimum
                Denominations

            
	
              A1

            	
              $201,824,000                            
                

            	
              (1)

            	
              $25,000

            
	
              A2

            	
              $
                50,456,617                            
                

            	
              (1)

            	
              $25,000

            
	
              R

            	
              $
                0.00                            
                

            	
              (2)

            	
              (2)

            


    

    ___________

     

    
      	
              (1)

            	
              The
                Interest Rate with respect to any Distribution Date (and the related
                Accrual Period) for each of the Class A1 and Class A2 Certificates
                is the
                per annum rate equal to LIBOR plus
                0.370%.

            


    

     

    
      	
              (2)

            	
              The
                Class R Certificate will not bear interest, and will be issued in
                a single
                Certificate representing a 100% Percentage Interest in such
                Class.

            


    

     

    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:

     

    10-K
      Filing Deadline:
      As
      defined in Section 6.12(f)(i).

     

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

     

    Accrual
      Period:
      With
      respect to any Distribution Date and any Class of Certificates (other than
      the
      Class R Certificate), the period beginning on the immediately preceding
      Distribution Date (or for the first Accrual Period, on May 25, 2008) and ending
      on the day immediately preceding the related Distribution Date, provided
      that
      each Accrual Period (except for the first Accrual Period) shall be comprised
      of
      30 days. Interest shall accrue on such Class of Certificates (other than the
      Class R Certificate) on the basis of a 360-day year comprising twelve 30-day
      months.

     

    Act:
      As
      defined in Section 8.03(a).

     

    Additional
      Form 10-D Disclosure:
      As
      defined in Section 6.12(e)(i).

     

    Additional
      Form 10-K Disclosure:
      As
      defined in Section 6.12(f)(i).

     

    Adverse
      REMIC Event:
      As
      defined in Section 10.01(e). 

     

    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
      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.

     

    Authenticating
      Agent:
      Any
      authenticating agent appointed by the Trustee pursuant to Section
      6.09.

     

    Authorized
      Officer:
      Any
      Person who may execute an Officer’s Certificate, as specified in the definition
      thereof, on behalf of the Depositor.

     

    Back-Up
      Certification:
      As
      defined in Section 6.12(e)(iv).

     

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

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


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

     

    Carryforward
      Interest:
      With
      respect to each Class of Senior Certificates and any Distribution Date, the
      sum
      of (1) the amount, if any, by which (x) the sum of (A) Current Interest for
      such
      Class for the immediately preceding Distribution Date and (B) any unpaid
      Carryforward Interest for such Class from previous Distribution Dates exceeds
      (y) the amount distributed in respect of interest on such Class on such
      immediately preceding Distribution Date and (2) interest on such amount for
      the
      related Accrual Period at the applicable Interest Rate.

     

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

     

    Certificate
      Account:
      The
      account maintained by the Trustee in accordance with the provisions of Section
      4.01.

     

    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) and with respect to Certificates other than Book-Entry Certificates,
      the
      Holder.

     

    Certificate
      Principal Amount:
      With
      respect to any Certificate (other than a Class R 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, less
      the
      amount of all principal distributions previously made with respect to such
      Certificate and all Realized Loss Amounts 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. The Class R Certificate is issued without
      a
      Certificate Principal Amount.

     

    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.”

     

    Certification
      Parties:
      As
      defined in Section 6.12(e)(iv).

     

    Certifying
      Person:
      As
      defined in Section 6.12(e)(iv).

     

    Class:
      All
      Certificates bearing the same class designation.

     

    Class
      A1 Certificates:
      The
      Class of Certificates with the characteristics as set forth in the Class
      Table.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Class
      A2 Certificates:
      The
      Class of Certificates with the characteristics as set forth in the Class
      Table.

     

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

     

    Class
      R Certificate:
      The
      Class of Certificates with the characteristics as set forth in the Class
      Table.

     

    Class
      Table:
      The
      table in the Preliminary Statement under “The Certificates” setting forth the
      characteristics of each Class of Certificates.

     

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

     

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

     

    Clearstream:
      Clearstream Banking Luxembourg, and any successor thereto.

     

    Closing
      Date:
      May 30,
      2008.

     

    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.

     

    Commission:
      U.S.
      Securities and Exchange Commission.

     

    Corporate
      Trust Office:
      With
      respect to the Trustee, the principal corporate trust office at which, at any
      particular time, its corporate trust business shall be administered, which
      office at the date hereof is located at (a) for purposes of presentment,
      exchange and surrender of the Certificates, Wells Fargo Bank, N.A., Sixth Street
      and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
      Services, LMT 2008-3 and (b) for all other purposes, Wells Fargo Bank, N.A.,
      9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Client Service
      Manager, LMT 2008-3. 

     

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

     

    Cut-off
      Date:
      May 1,
      2008.

     

    Cut-off
      Month:
      May
      2008.

     

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

     

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

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    Disqualified
      Organization:
      A
“disqualified organization” as defined in Section 860E(e)(5) of the
      Code.

     

    Distribution
      Date:
      The
      25th
      day of
      each month, or, if such 25th
      day is
      not a Business Day, the next succeeding Business Day commencing in June
      2008.

     

    Distribution
      Date Statement:
      As
      defined in Section 4.03(a) hereof. 

     

    Due
      Period:
      With
      respect to each Underlying Distribution Date and each Underlying Mortgage Loan,
      the period beginning on the second day of the month preceding the month in
      which
      such Underlying Distribution Date occurs and ending on the first day of the
      month in which such Underlying Distribution Date occurs.

     

    Eligible
      Account:
      Either
      (i) an account or accounts maintained with a federal or state chartered
      depository institution or trust company which have been rated by each Rating
      Agency in one of its two highest long-term and its highest short-term rating
      categories, respectively, at the time any amounts are held on deposit therein,
      provided,
      that
      following a downgrade, withdrawal, or suspension of such institution’s rating
      below such ratings set forth above, each account shall promptly (and in any
      case
      within not more than 30 calendar days) be moved to an Eligible Account or to
      one
      or more segregated trust accounts in the trust department of such institution
      which has the required ratings, or (ii) 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.

     

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

     

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

     

    ERISA-Restricted
      Certificate:
      Any (1)
      Class R Certificate or (2) any Certificate with a rating below the lowest
      applicable rating permitted under the Underwriter’s Exemption.

     

    Euroclear:
      JPMorgan Chase Bank, Brussels office, as operator of the Euroclear
      System.

     

    Exchange
      Act:
      The
      Securities and Exchange Act of 1934, as amended.

     

    Exchange
      Act Signing Party:
      The
      Depositor.

     

    Expense
      Cap:
      On a
      calendar year basis and as of any Distribution Date in such calendar year,
      the
      excess of (1) $200,000 over (2) any costs, expenses and liabilities reimbursable
      to the Trustee applied on previous Distribution Dates in reduction of the
      Interest Remittance Amounts for such Distribution Dates.

     

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

     

    Final
      Scheduled Distribution Date:
      With
      respect to each Class of Certificates, the Distribution Date in February 2037.
      

     

    Fitch:
      Fitch
      Ratings or any successor in interest.

     

    Form
      8-K Disclosure Information:
      As
      defined in Section 6.12(g)(i).

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Form
      10-K Certification:
      The
      certification required pursuant to Rule 13a-14 under the Exchange
      Act.

     

    Holder
      or Certificateholder:
      The
      registered owner of any Certificate as recorded on the books of the Certificate
      Registrar except that, solely for the purposes of taking any action or giving
      any consent pursuant to this Agreement, any Certificate registered in the name
      of the Depositor, the Trustee 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 in determining whether
      any
      Certificates are registered to an Affiliate of the Depositor. 

     

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

     

    Initial
      LIBOR Rate:
      2.3925%
      per annum.

     

    Interest
      Rate:
      With
      respect to each Class of Certificates, the applicable per annum rate formula
      specified or determined as provided in the Class Table.

     

    Interest
      Remittance Amount:
      With
      respect to each Class of Offered Certificates and any Distribution Date, the
      excess, if any, of (i) the amount of interest received by the Trustee in respect
      of the Underlying Security on the related Underlying Distribution Date over
      (ii)
      any costs, expenses or indemnification amounts reimbursable to the Trustee
      (but
      in no event shall such costs, expenses or indemnification amounts exceed the
      Expense Cap for the calendar year related to such Distribution
      Date).

     

    Latest
      Possible Maturity Date:
      The
      Distribution Date occurring in February, 2037.

     

    LBH:
      Lehman
      Brothers Holdings Inc., or any successor in interest.

     

    LIBOR:
      (a)
      With respect to the first Accrual Period, the Initial LIBOR Rate. With respect
      to each subsequent Accrual Period, a per annum rate determined on the LIBOR
      Determination Date in the following manner by the Trustee on the basis of the
      “Interest Settlement Rate” set by the British Bankers’ Association (the “BBA”)
      for one-month United States dollar deposits, as such rates appear on the Reuters
      Screen “LIBOR01,” as of 11:00 a.m. (London time) on such LIBOR Determination
      Date.

     

    (b) If
      on
      such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
      appear on the Reuters Screen “LIBOR01” as of 11:00 a.m. (London time), or if the
      Reuters Screen LIBOR01 is not available on such date, the Trustee will obtain
      such rate from the Bloomberg L.P. page “US0001M.” If any such rate is not
      published for such LIBOR Determination Date, LIBOR for such date will be the
      most recently published Interest Settlement Rate. In the event that the BBA
      no
      longer sets an Interest Settlement Rate, the Trustee will designate an
      alternative index that has performed, or that the Trustee expects to perform,
      in
      a manner substantially similar to the BBA’s Interest Settlement Rate. The
      Trustee will select a particular index as the alternative index only if it
      receives an Opinion of Counsel (a copy of which shall be furnished to the
      Trustee), which opinion shall be an expense reimbursed from the Certificate
      Account pursuant to Section 4.01, that the selection of such index will not
      cause any of the REMICs to lose their classification as REMICs for federal
      income tax purposes.

     


    
      
        
        

      

      
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    (c) The
      establishment of LIBOR by the Trustee and the Trustee’s subsequent calculation
      of the Interest Rate applicable to the LIBOR Certificates for the relevant
      Accrual Period, in the absence of manifest error, will be final and
      binding.

     

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

     

    LIBOR
      Certificate:
      Any
      Class A1 or Class A2 Certificate.

     

    LIBOR
      Determination Date:
      The
      second LIBOR Business Day preceding the commencement of each Accrual Period
      (other than the first Accrual Period).

     

    Mortgage
      Pool:
      The
      Underlying Mortgage Loans in the aggregate.

     

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

     

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

     

    Non-U.S.
      Person:
      Any
      person other than a “United States person” within the meaning of Section
      7701(a)(30) of the Code.

     

    Offered
      Certificates:
      The
      Class A1 Certificates and the Class A2 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 or the Depositor, as applicable, and who may be in-house or outside
      counsel to the Depositor or the Trustee
      but which must be Independent outside counsel with respect to any such opinion
      of counsel concerning the transfer of any Residual Certificate or concerning
      certain matters with respect to ERISA, or the taxation, or the federal income
      tax status, of each REMIC. 

     

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

     

    Percentage
      Interest:
      With
      respect to any Certificate and the related Class, such Certificate’s percentage
      interest in the undivided beneficial ownership interest in the Trust Fund
      evidenced by all Certificates of the same Class as such Certificate. With
      respect to the Class R Certificate, the Percentage Interest evidenced thereby
      shall be as specified on the face thereof, or otherwise be equal to
      100%.

     

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

     

    Placement
      Agent:
      Lehman
      Brothers Inc.

     

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

     


    
      
        
        

      

      
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    Plan:
      An
      employee benefit plan or other retirement arrangement which is subject to
      Section 406 of ERISA and/or Section 4975 of the Code or any entity whose
      underlying assets include such plan’s or arrangement’s assets by reason of their
      investment in the entity.

     

    Pool
      2:
      The
      mortgage pool consisting of those Underlying Mortgage Loans constituting Pool
      2
      of the Underlying Trust Fund, and which shall further consist of Collateral
      Group 2A, Collateral Group 2B and Collateral Group 2C (each as defined in the
      Underlying Trust Agreement).

     

    Principal
      Remittance Amount:
      With
      respect to any Distribution Date, the aggregate amount of principal received
      by
      the Trustee in respect of the Underlying Security on the related Underlying
      Distribution Date.

     

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

     

    Prospectus:
      The
      prospectus supplement dated May 29, 2008, together with the accompanying
      prospectus dated May 29, 2008, relating to the Offered
      Certificates.

     

    QIB:
      A
“qualified institutional buyer” as defined in Rule 144A under the Securities
      Act.

     

    Rating
      Agency:
      Each of
      Fitch and S&P.

     

    Realized
      Loss Amount:
      With
      respect to any Distribution Date, the excess of the aggregate Class Principal
      Amount of the Offered Certificates over the principal balance of the Underlying
      Security for such Distribution Date, in each case after giving effect to all
      distributions of principal on such Distribution Date.

     

    Record
      Date:
      With
      respect to each Distribution Date and each Class of Offered Certificates, the
      Business Day immediately preceding the related Distribution Date. With respect
      to the Class R Certificate and any Class of Definitive Certificates and any
      Distribution Date, the last Business Day of the month immediately preceding
      the
      month in which the Distribution Date occurs (or, in the case of the first
      Distribution Date, the Closing Date).

     

    Regulation
      AB:
      Subpart
      229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

     

    Reimbursement
      Amount:
      Not
      applicable.

     

    Relevant
      Servicing Criteria:
      The
      Servicing Criteria applicable to each party, as set forth on Exhibit I attached
      hereto. Multiple parties can have responsibility for the same Relevant Servicing
      Criteria. With respect to a Servicing Function Participant engaged by the Paying
      Agent or the Trustee, the term “Relevant Servicing Criteria” may refer to a
      portion of the Relevant Servicing Criteria applicable to such
      parties.

     

    REMIC:
      The
      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.

     


    
      
        
        

      

      
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    Reportable
      Event:
      As
      defined in Section 6.12(f)(i).

     

    Reporting
      Servicer:
      As
      defined in Section 6.12(e)(i).

     

    Residual
      Certificate:
      The
      Class R Certificate.

     

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

     

    Restricted
      Certificate:
      Any
      Class R Certificate.

     

    Reuters
      Screen “LIBOR01”:
      The
      display page currently so designated on the Reuters Monitor Money Rates Service
      (or such other page as may replace that page for the purpose of displaying
      comparable rates or prices).

     

    Rules:
      As
      defined in Section 6.12(d).

     

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

     

    Sarbanes
      Oxley Act:
      The
      Sarbanes-Oxley Act of 2002 and the rules and regulations of the Commission
      promulgated thereunder (including any interpretations thereof by the
      Commission’s staff).

     

    Sarbanes-Oxley
      Certification:
      A
      written certification covering the activities of all Servicing Function
      Participants and signed by an officer of the Exchange Act Signing Party that
      complies with Section 302 of the Sarbanes-Oxley Act, as amended from time to
      time.

     

    Scheduled
      Certificate:
      None.

     

    Scheduled
      Principal Balance:
      With
      respect to any Distribution Date, the aggregate scheduled principal balance
      of
      the underlying Mortgage Loans as reflected in the related Underlying
      Distribution Date Statement.

     

    Securities
      Act:
      The
      Securities Act of 1933, as amended.

     

    Securities
      Intermediary:
      The
      meaning specified in Section 8-102(a)(14) of the UCC. The Securities
      Intermediary shall be Wells Fargo Bank, N.A.

     

    Securities
      Purchase Agreement:
      The
      Securities Purchase Agreement dated the Closing Date between Lehman Brothers
      Holdings Inc., as seller, and the Depositor, as purchaser.

     

    Seller:
      LBH or
      any successor in interest, as the context may require.

     

    Senior
      Certificates:
      The
      Class A1 and Class A2 Certificates.

     


    
      
        
        

      

      
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    Servicing
      Function Participant:
      Any
      Subcontractor or any other Person, other than the Paying Agent and the Trustee,
      that is participating in the servicing function within the meaning of Regulation
      AB.

     

    Specified
      Rating:
      A
      rating of “AAA” by Fitch and “AAA” by S&P.

     

    Sponsor:
      LBH.

     

    Startup
      Day:
      The day
      designated as such pursuant to Section 2.03 hereof.

     

    Subcontractor:
      Any
      vendor, subcontractor or other Person that is not responsible for the overall
      servicing (as “servicing” is commonly understood by participants in the
      mortgage-backed securities market) but performs one or more discrete material
      functions required to be performed by the Trustee under this Agreement, any
      servicing agreement or any subservicing agreement, as identified in Item 1122(d)
      of Regulation AB, under the direction or authority of the Trustee.

     

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

     

    Treasury
      Regulations:
      U.S.
      Department of Treasury regulations issued in temporary or final
      form.

     

    Trust
      Fund:
      The
      corpus of the Lehman Mortgage Trust 2008-3 created pursuant to this Agreement,
      consisting of (i) the Underlying Security, (ii) all distributions on the
      Underlying Security payable after the Closing Date, and (iii) all amounts held
      from time to time by the Trustee in the Certificate Account.

     

    Trust
      Fund Termination Event:
      As
      defined in Section 7.01(a).

     

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

     

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

     

    Underlying
      Custodians:
      As of
      the Cut-off Date, Deutsche Bank National Trust Company, LaSalle Bank National
      Association and U.S. Bank National Association, each in their capacity as a
      custodian of the related Underlying Mortgage Loans, or any successor
      thereto.

     

    Underlying
      Custodial Agreement:
      Each
      custodial agreement between the Underlying Trustee and an Underlying
      Custodian.

     

    Underlying
      Cut-off Date:
      January
      1, 2007.

     

    Underlying
      Distribution Date:
      The
      25th day of each month or, if the 25th day is not a Business Day, the next
      succeeding Business Day.

     

    Underlying
      Distribution Date Statement:
      The
      report provided by the Underlying Trustee to the holder of Underlying Security
      in connection with each Underlying Distribution Date.

     

    Underlying
      Exchange Trust Agreement:
      The
      Exchange Trust Agreement dated as of January 1, 2007, entered into by and among
      Structured Asset Securities Corporation and the Trustee for the issuance of
      certain exchange and exchangeable certificates.

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Underlying
      Master Servicer:
      Aurora
      Loan Services LLC, or its successor in interest.

     

    Underlying
      Mortgage Loan:
      The
      conventional, fixed rate, fully amortizing and balloon, first lien residential
      mortgage loans included in Pool 2 of the Underlying Trust Fund as of the Closing
      Date.

     

    Underlying
      Prospectus:
      The
      prospectus supplement dated January 27, 2007, together with the accompanying
      prospectus dated November 13, 2006, relating to the Underlying
      Security.

     

    Underlying
      Security:
      The
      class of securities identified on Exhibit C hereto.

     

    Underlying
      Trust Agreement:
      The
      trust agreement dated as of January 1, 2007, among the Depositor, the Underlying
      Master Servicer and the Underlying Trustee and attached as Exhibit J
      hereto.

     

    Underlying
      Trust Fund:
      The
      trust fund established under the Underlying Trust Agreement in connection with
      the Underlying Mortgage Loans.

     

    Underlying
      Trustee:
      Wells
      Fargo Bank, N.A.

     

    Underwriter:
      Lehman
      Brothers Inc.

     

    Underwriter’s
      Exemption:
      Prohibited Transaction Exemption 2007-5, 72 Fed. Reg. 13130 (2007), as
      amended (or any successor thereto), or any substantially similar administrative
      exemption granted by the U.S. Department of Labor.

     

    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. 1% of
      all
      Voting Interests shall be allocated to the Class R Certificate and the remaining
      Classes of Certificates shall be allocated the remaining percentage of all
      Voting Interests. Voting Interests shall be allocated among the other Classes
      of
      Certificates (and among the Certificates of each such Class) in proportion
      to
      their Class Principal Amounts (or Certificate Principal Amounts). 

     

    Section
      1.02. 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 Underlying Security.

     

    (a) The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, convey, sell and assign to the Trustee, on behalf of the Holders
      of
      the Certificates, without recourse, all the right, title and interest of the
      Depositor in and to the Underlying Security, including all distributions thereon
      payable on and after the Underlying Distribution Date in the Cut-off Month.
      In
      connection with such assignment, the Depositor shall have caused the Underlying
      Security to be registered with the Depository in the name of the Securities
      Intermediary for the account of the Trustee, as trustee, together with such
      opinions of counsel and other documents as shall be necessary to cause
      registration of transfer of such Underlying Security to the Trustee to be made
      and, if applicable, to obtain a duly issued and authenticated physical
      certificate evidencing such Underlying Security registered in the name of the
      Trustee or its nominee, and a copy (which may be on electronic media) of the
      Underlying Trust Agreement.. The assignment of the Underlying Security
      accomplished hereby is absolute and is intended as a sale. The Depositor
      represents and covenants that the Underlying Security as of the Closing Date
      is
      free and clear of any right, charge, security interest or lien or claim in
      favor
      of the Depositor or any person claiming through the Depositor and that the
      Depositor has, as of the Closing Date, the right to assign the Underlying
      Security to the Trustee. The Depositor shall cooperate with the Trustee in
      providing any required transfer documentation with respect to such conveyance.
      Any payment received by the Depositor on or prior to the Closing Date which
      shall be due to the Trustee hereunder shall be paid immediately upon receipt
      to
      the Trustee and in no event later than the Closing Date. Any payment received
      by
      the Depositor after the Closing Date as a distribution on the Underlying
      Security and which is due to the Trustee hereunder shall be paid to the Trustee
      immediately upon receipt of such payment.

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    In
      the event that any Underlying Security is not registered on the Closing Date
      in
      the name of the Trustee, the Trustee shall take all reasonable action necessary
      to cause such Underlying Security to be so registered as promptly as practicable
      (provided
      that,
      except as provided herein, the Trustee shall not thereby assume any other of
      the
      Depositor’s obligations hereunder).

     

    In
      the event that any Underlying Security has not been delivered or transferred
      to
      the Trustee, together, in the case of Underlying Security in definitive form,
      with any documentation necessary to effect the assignment thereof to the
      Trustee, within five Business Days after the Closing Date, the Depositor shall
      immediately repurchase such Underlying Security for a price equal to the
      purchase price paid by the Depositor thereof as specified in the Securities
      Purchase Agreement, plus
      interest accrued thereon at the interest rate at which the Underlying Security
      bears interest from the Closing Date until the date of repurchase.

     

    It
      is the intention of the Depositor that the transfer and assignment of the
      Underlying Security shall constitute a sale from the Depositor to the Trustee
      for the benefit of the Certificateholders and that such Underlying Security
      shall not be a part of the Depositor’s property or estate for any purpose under
      state or federal law, including without limitation in the event of the
      insolvency of the Depositor. In the event the transfer and assignment of the
      Underlying Security contemplated by this Agreement is deemed to be other than
      a
      sale notwithstanding the intent of the parties hereto, this Agreement shall
      be
      deemed to be and in such event hereby is the grant of a security interest from
      the Depositor to the Trustee, and the Trustee shall have all the rights, powers
      and privileges of a secured party under the UCC in effect in the applicable
      jurisdiction. In such event, the Depositor agrees to take such action and
      execute such documents as shall be necessary in order to fully realize the
      benefits of such secured party status, including, without limitation, powers
      of
      attorney, financing statements, notices of lien or other instruments or
      documents.

     

    (b) The
      issuing entity is hereby named Lehman Mortgage Trust, Series
      2008-3.

     

    Section
      2.02. Issuance
      of Certificates.

     

    The
      Trustee acknowledges the transfer and delivery to it of the Underlying Security
      in the manner described in Section 2.01 hereof and declares that the Trustee
      holds and will hold such Underlying Security in trust for the benefit of all
      present and future Certificateholders and, concurrently with such transfer
      and
      delivery, has caused to be duly executed, authenticated and delivered to or
      upon
      the order of the Depositor the Certificates in authorized denominations,
      registered in such names as the Depositor has requested.

     

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    Section
      2.03. Designation
      of Start-up Day.

     

    The
      Closing Date is hereby designated as the “start-up day” of the REMIC within the
      meaning of Section 860G(a)(9) of the Code

     

    Section
      2.04. REMIC
      Certificate Maturity Date.

     

    Solely
      for purposes of satisfying Section 1.860G-1(a)(4)(iii) of the Treasury
      Regulations, the “latest possible maturity date” of the Certificates is the
      Distribution Date five years after the latest “Final Payment Date” for the
      Underlying Security as specified in Annex C to the Prospectus.

     

    Section
      2.05. Representations
      and Warranties of the Depositor.

     

    The
      Depositor hereby represents and warrants to the Trustee, for the benefit of
      Certificateholders, as of the Closing Date or such other date as is specified,
      that:

     

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

     

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

     

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

     

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

     

    (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; 

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    (vi) immediately
      prior to the assignment and transfer by the Depositor of the Underlying Security
      to the Trustee, the Depositor was the sole owner of the Underlying Security
      and
      had full right and authority to sell, assign and transfer the Underlying
      Security, subject to no prior lien, claim, participation interest, mortgage,
      security interest, pledge, charge or other encumbrance or other interest of
      any
      nature;

     

    (vii) as
      of the
      Closing Date, the Depositor has transferred all right, title and interest in
      the
      Underlying Security to the Trustee; and

     

    (viii) the
      Depositor has not transferred the Underlying Security to the Trustee with any
      intent to hinder, delay or defraud any of its creditors.

     

    ARTICLE
      III

     

    THE
      CERTIFICATES

     

    Section
      3.01. The
      Certificates.

     

    (a) The
      Certificates shall be issuable in registered form only and shall be securities
      governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry
      Certificates will be evidenced by one or more certificates, beneficial ownership
      of which will be held in the dollar denominations in Certificate Principal
      Amount specified herein. Each Class of Book-Entry Certificates shall be issued
      in the minimum denominations in Certificate Principal Amount specified in the
      Preliminary Statement hereto and in integral multiples of $1 in excess thereof.
      The Residual Certificate shall be issued as a single Certificate and maintained
      in definitive, fully registered form in a minimum denomination equal to 100%
      of
      the Percentage Interest of such Class. The Certificates may be issued in the
      form of typewritten certificates. One Certificate of each Class of Certificates
      other than the Residual Certificate 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 signatory. Each Certificate shall, on original issue,
      be authenticated by the Trustee upon the order of the Depositor upon receipt
      by
      the Trustee of the Underlying Security pursuant to 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 signatory 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 Certificate Registrar may resign or be discharged or removed and a new
      successor may be appointed by the Trustee in accordance with the procedures
      and
      requirements set forth in Sections 6.06 and 6.07 hereof with respect to the
      resignation, discharge or removal of the Trustee and the appointment of a
      successor Trustee. The Certificate Registrar may appoint, by a written
      instrument delivered to the Holders and the Depositor, any bank or trust company
      to act as co-registrar under such conditions as the Certificate Registrar may
      prescribe; provided,
      however,
      that the
      Certificate Registrar shall not be relieved of any of its duties or
      responsibilities hereunder by reason of such appointment.

     

     


    
      
        
        

      

      
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    Section
      3.03. Transfer
      and Exchange of Certificates.

     

    (a) A
      Certificate (other than Book-Entry Certificates which shall be subject to
      Section 3.09 hereof) may be transferred by the Holder thereof only upon
      presentation and surrender of such Certificate at the office of the Certificate
      Registrar duly endorsed or accompanied by an assignment duly executed by such
      Holder or his duly authorized attorney in such form as shall be satisfactory
      to
      the Certificate Registrar. Upon the transfer of any Certificate in accordance
      with the preceding sentence, the Trustee shall execute, and the Trustee or
      any
      Authenticating Agent shall authenticate and deliver to the transferee, one
      or
      more new Certificates of the same Class and evidencing, in the aggregate, the
      same aggregate Certificate Principal Amount or Percentage Interest 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 or Percentage Interest 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 or to
      an
      affiliate (as defined in Rule 405 under the Securities Act) of the Depositor
      or
      the Placement Agent or (y) being made to a QIB by a transferor that has provided
      the Trustee with a certificate in the form of Exhibit D 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 Securities Act by a transferor who
      furnishes to the Trustee a letter of the transferee substantially in the form
      of
      Exhibit D hereto.

     

    (d) No
      transfer of an ERISA-Restricted Certificate in the form of a Definitive
      Certificate shall be made to any Person or shall be effective unless the
      Certificate Registrar has received (A) a certificate substantially in the form
      of Exhibit E hereto (or Exhibit B-1, in the case of a Residual Certificate)
      from
      such transferee or (B) an Opinion of Counsel reasonably satisfactory to the
      Certificate Registrar to the effect that the purchase and holding of such a
      Certificate will not constitute or result in prohibited transactions under
      Title
      I of ERISA or Section 4975 of the Code and will not subject the Trustee, the
      Certificate Registrar or the Depositor to any obligation in addition to those
      undertaken in the Agreement; provided,
      however,
      that the
      Certificate Registrar will not require such certificate or opinion in the event
      that, as a result of a change of law or otherwise, the Certificate Registrar
      receives an Opinion of Counsel 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 Title I of ERISA or Section 4975 of the Code.
      Each
      Transferee of an ERISA-Restricted Certificate that is a Book-Entry Certificate
      shall be deemed to have made the representations set forth in Exhibit E. The
      preparation and delivery of the certificate and opinions referred to above
      shall
      not be an expense of the Trust Fund, the Trustee, the Certificate Registrar
      or
      the Depositor.

     


    
      
        
        

      

      
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    Notwithstanding
      the foregoing, no opinion or certificate shall be required for the initial
      issuance of the ERISA-Restricted Certificates. The Trustee and the Certificate
      Registrar shall have no obligation to monitor transfers of Book-Entry
      Certificates that are ERISA-Restricted Certificates and shall have no liability
      for transfers of such Certificates in violation of the transfer restrictions.
      The Trustee and the Certificate Registrar shall be under no liability to any
      Person for any registration of transfer of any ERISA-Restricted Certificate
      that
      is in fact not permitted by this Section 3.03(d) or for making any payments
      due
      on such Certificate to the Holder thereof or taking any other action with
      respect to such Holder under the provisions of this Agreement so long as the
      transfer was registered by the Certificate Registrar in accordance with the
      foregoing requirements. The Trustee and the Certificate Registrar shall be
      entitled, but not obligated, to recover from any Holder of any ERISA-Restricted
      Certificate that was in fact a Plan or a Person acting on behalf of a Plan
      any
      payments made on such ERISA-Restricted Certificate at and after either such
      time. Any such payments so recovered by the Trustee and the Certificate
      Registrar shall be paid and delivered by the Trustee and the Certificate
      Registrar to the last preceding Holder of such Certificate that is not such
      a
      Plan or Person acting on behalf of a Plan.

     

    If
      any
      ERISA-Restricted Certificate, or any interest therein, is acquired or held
      in
      violation of the provisions of the preceding paragraph, the next preceding
      permitted beneficial owner will be treated as the beneficial owner of that
      Certificate, retroactive to the date of transfer to the purported beneficial
      owner. Any purported beneficial owner whose acquisition or holding of an
      ERISA-Restricted Certificate, or interest therein, was effected in violation
      of
      the provisions of the preceding paragraph shall indemnify to the extent
      permitted by law and hold harmless the Depositor and the Trustee from and
      against any and all liabilities, claims, costs or expenses incurred by such
      parties as a result of such acquisition or holding.

     

    The
      Trustee shall not be under any liability to any Person for any registration
      of
      transfer of any ERISA-Restricted Certificate that is in fact not permitted
      by
      this Section 3.03(d) or for making any payments due on such Certificate to
      the
      Holder thereof or taking any other action with respect to such Holder under
      the
      provisions of this Agreement so long as the transfer was registered by the
      Trustee in accordance with the foregoing requirements.

     

    (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.

     


    
      
        
        

      

      
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    (f) Notwithstanding
      anything to the contrary contained herein, no Residual Certificate may be owned,
      pledged or transferred, directly or indirectly, by or to (i) a Disqualified
      Organization or (ii) an individual, corporation or partnership or other person
      unless such person is (A) not a Non-U.S. Person or (B) is a Non-U.S. Person
      that
      holds a Residual Certificate in connection with the conduct of a trade or
      business within the United States and has furnished the transferor and the
      Trustee with an effective Internal Revenue Service Form W-8ECI or successor
      form
      at the time and in the manner required by the Code (any such person who is
      not
      covered by clause (A) or (B) above is referred to herein as a “Non-permitted
      Foreign Holder”).

     

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

     

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

     


    
      
        
        

      

      
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    (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 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 Trustee 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.

     

     


    
      
        
        

      

      
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    Section
      3.08. Appointment
      of Paying Agent.

     

    The
      Trustee may appoint a Paying Agent (which may be the Trustee) for the purpose
      of
      making distributions to Certificateholders hereunder. The Trustee shall cause
      such Paying Agent (if other than the Trustee) to execute and deliver to the
      Trustee an instrument in which such Paying Agent shall agree with the Trustee
      that such Paying Agent will hold all sums held by it for the payment to
      Certificateholders in an Eligible Account, on behalf of the Trustee, 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. As of the Closing
      Date,
      the Trustee is the Paying Agent.

     

    At
      any
      time during the period that a Form 10-K is being filed with respect to the
      Trust
      in accordance with the Exchange Act and the rules and regulations of the
      Commission, the Trustee shall not appoint a Paying Agent that is not the Trustee
      unless that Paying Agent first agrees in writing with the Trustee (i) to deliver
      an assessment of compliance and an accountant’s attestation in such manner and
      at such times in compliance with Section 6.16(a) and 6.16 (b) of this Agreement,
      (ii) to comply with the provisions of Section 6.16 (a), 6.16 (b), 6.12(e)(i)
      and
      6.12(e)(iv)of this Agreement and (iii) to indemnify the Depositor and its
      directors, officers, employees and agents, and the Trust Fund, and hold each
      of
      them harmless as set forth in Section 6.14. For so long as the Depositor is
      subject to Exchange Act reporting requirements with respect to the Trust, the
      Paying Agent (if other than the Trustee) shall give prior written notice to
      the
      Sponsor, the Trustee and the Depositor of the appointment of any Subcontractor
      by it and a written description (in form and substance reasonably satisfactory
      to the Sponsor and the Depositor) of the role and function of each Subcontractor
      utilized by the Paying Agent, as applicable, specifying (A) the identity of
      each
      such Subcontractor and (B) which elements of the servicing criteria set forth
      under Item 1122(d) of Regulation AB will be addressed in assessments of
      compliance provided by each Subcontractor for
      which
      the Paying Agent does not elect to take responsibility for assessing compliance
      with the Servicing Criteria in accordance with Regulation AB Telephone
      Interpretation 17.06. In addition, for so long as the Depositor is subject
      to
      Exchange Act reporting requirements with respect to the Trust, the Paying Agent
      (including the Trustee in its capacity as Paying Agent, to the extent not
      already required of the Trustee under this Agreement) shall notify the Sponsor,
      the Trustee and the Depositor within five (5) calendar days of knowledge thereof
      (i) of any legal proceedings pending under the Paying Agent of the type
      described in Item 1117 (§ 229.1117) of Regulation AB, (ii) any merger,
      consolidation or sale of substantially all of the assets of the Paying Agent
      and
      (iii) if the Paying Agent shall become (but only to the extent not previously
      disclosed) at any time an affiliate of any of the parties listed on Exhibit
      F
      hereto or any of their affiliates. On or before March 1st
      of each
      year, the Depositor shall distribute the information in Exhibit F to the Paying
      Agent.

     

    Any
      Paying Agent (if other than the Trustee) agrees to indemnify the Depositor
      and
      the Trustee (if other than the Paying Agent) and each of their respective
      directors, officers, employees and agents and the Trust Fund and hold each
      of
      them harmless from and against any losses, damages, penalties, fines,
      forfeitures, legal fees and expenses and related costs, judgments, and any
      other
      costs, fees and expenses that any of them may sustain arising out of or based
      upon the failure by such Paying Agent to deliver any information, report or
      certification when and as required under Section 6.12 and Section 6.16(a).
      This
      indemnification shall survive the termination of this Agreement or the
      termination of such Paying Agent hereunder.

     


    
      
        
        

      

      
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    In
      addition, the Paying Agent (if other than the Trustee) (i) may not be an
      originator of Underlying Mortgage Loans, the Underlying Master Servicer, an
      Underlying Servicer, the Depositor or an affiliate of the Depositor unless
      the
      Paying Agent is in an institutional trust department of the Paying Agent, (ii)
      must be authorized to exercise corporate trust powers under the laws of its
      jurisdiction of organization and (iii) must be rated at least “A/F1” by Fitch,
      if Fitch is a Rating Agency that has rated the Paying Agent, or the equivalent
      rating by S&P. If no successor Paying Agent shall have been appointed and
      shall have accepted appointment within 60 days after the Paying Agent ceases
      to
      be the Paying Agent pursuant to this Section 3.08, then the Trustee shall
      perform the duties of the Paying Agent pursuant to this Agreement. The Trustee
      shall notify the Rating Agencies of any change of Paying Agent.

     

    Section
      3.09. Book-Entry
      Certificates.

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
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    (ii)
      the
      Trustee or the Depositor is unable to locate a qualified successor, Certificate
      Owners representing beneficial interests aggregating not less than 50% of the
      Class Principal Amount of a Class of Book-Entry Certificates identified as
      such
      to the Trustee by an Officer’s Certificate from the Clearing Agency advise the
      Trustee and the Clearing Agency through the Clearing Agency Participants in
      writing that the continuation of a book-entry system through the Clearing Agency
      is no longer in the best interests of the Certificate Owners of a Class of
      Book-Entry Certificates, the Trustee shall notify or cause the Certificate
      Registrar to notify the Clearing Agency to effect notification to all
      Certificate Owners, through the Clearing Agency, of the occurrence of any such
      event and of the availability of Definitive Certificates to Certificate Owners
      requesting the same. Upon surrender to the Trustee of the Book-Entry
      Certificates by the Clearing Agency, accompanied by registration instructions
      from the Clearing Agency for registration, the Trustee shall issue the
      Definitive Certificates. Neither the Depositor 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. None of the Seller,
      the
      Depositor, the Underwriter or the Trustee shall have any responsibility for
      any
      aspect of the records relating to or payments made on account of beneficial
      ownership interests of the Book Entry Certificates held by the Clearing Agency
      or for maintaining, supervising or reviewing any records relating to such
      beneficial ownership interests.

     

    ARTICLE
      IV

     

    ADMINISTRATION
      OF THE UNDERLYING SECURITY

     

    Section
      4.01. Collection
      of Payments on Underlying Security; Certificate Account.

     

    (a) The
      Trustee shall establish and maintain an account (the “Certificate Account”) in
      which the Trustee shall deposit, as soon as practicable after receipt, each
      distribution received by the Trustee with respect to the Underlying Security.
      The Certificate Account shall be an Eligible Account. If the Trustee shall
      not
      have received a distribution with respect to the Underlying Security on the
      related Underlying Distribution Date, the Trustee shall request such payment
      as
      promptly as possible and legally permitted and shall, subject to the second
      to
      last sentence of this paragraph, take such legal action as the holders of at
      least 25% of the Voting Rights shall instruct, including the prosecution of
      any
      claims in connection therewith. For the avoidance of doubt, the Trustee shall
      have no obligation to advance any amounts including any payments relating to
      distributions or payments on the Underlying Security. The reasonable legal
      fees
      and expenses incurred by the Trustee in connection with any action taken by
      the
      Trustee to enforce payment of such distributions will be reimbursable to the
      Trustee out of the proceeds of any such action prior to such amounts being
      distributed to Certificateholders. In the event that the Trustee has reason
      to
      believe that the proceeds of any such legal action may be insufficient to
      reimburse it for its projected legal fees and expenses, the Trustee shall notify
      the Certificateholders that it is not obligated to pursue any such available
      remedies unless indemnity satisfactory to the Trustee for its reasonable legal
      fees and expenses and against any liability is provided to it by
      Certificateholders. In the event any such reasonably satisfactory indemnity
      is
      provided to the Trustee, the Trustee shall take such action as the Trustee
      shall
      deem to be appropriate under the circumstances unless directed otherwise by
      the
      holders of the majority of the Voting Rights.

     

    (b) The
      Trustee shall make withdrawals from the Certificate Account only for the
      following purposes:

     


    
      
        
        

      

      
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    (i) to
      make
      payment to itself, from the Interest Remittance Amount up to the Expense Cap
      prior to making distributions pursuant to Section 5.02(b) for any expenses
      or
      other indemnification amounts owing to the Trustee pursuant to any provision
      of
      this Agreement;

     

    (ii) to
      make
      distributions to Certificateholders pursuant to Article V; and 

     

    (iii) to
      clear
      and terminate the Certificate Account pursuant to Section 7.01(c).

     

    (c) The
      Trustee shall not invest funds held in the Certificate Account 

     

    Section
      4.02. No
      Exchanges of the Underlying Security. 

     

    The
      Trustee, as holder of the Underlying Security, shall not, for the term of this
      Agreement, exchange the Underlying Security for any other security pursuant
      to
      the Underlying Exchange Trust Agreement.

     

    Section
      4.03. Reports
      to Certificateholders.

     

    (a) On
      each
      Distribution Date, the Trustee shall prepare (based solely on information
      contained in the Underlying Distribution Date Statement relating to such
      Distribution Date received by it) and shall make available to each
      Certificateholder on each Distribution Date, or as soon thereafter as is
      practicable, a report (the “Distribution Date Statement”) setting forth the
      following information:

     

    (i) the
      aggregate amount of the distribution to be made on that Distribution Date to
      each Class of Certificates allocable to principal;

     

    (ii) the
      aggregate amount of the distribution to be made on that Distribution Date to
      each Class of Certificates allocable to interest and the calculation
      thereof;

     

    (iii) the
      amount, if any, of any distribution to the Class R
      Certificate;

     

    (iv) the
      aggregate amount of the distributions to be made on that Distribution Date
      to
      the Certificates from distributions received in respect of the Underlying
      Security;

     

    (v) the
      Class Principal Amount of each Class of Certificates, to the extent
      applicable, as of that Distribution Date after giving effect to payments
      allocated to principal reported under item (i) above;

     

    (vi) the
      principal balance of the Underlying Security (a) immediately prior to the
      related Distribution Date and (b) as of such Distribution Date after giving
      effect to the distribution of principal made thereon on the related Underlying
      Distribution Date; and

     

    (vii) the
      level
      of LIBOR for such Distribution Date.

     

    In
      addition to the information listed above, for every year in which the Depositor
      is subject to Exchange Act reporting with respect to the Certificates, such
      Distribution Date Statement shall also include, to the extent that the Trustee
      shall have received any such information from the Depositor, the Sponsor or
      the
      Underlying Master Servicer, as applicable, no later than four Business Days
      prior to the related Distribution Date, such
      other information as is required by Form 10-D, including, but not limited to,
      the information required by Item 1121 (§ 229.1121) of Regulation AB,
other
      than those data elements specified in Item 1121(a)(11), (12) and (14) for as
      long as reports on Form 10-D are required to be filed by the Trustee pursuant
      to
      Section 6.12.

     


    
      
        
        

      

      
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    The
      Trustee shall make such report and the related Underlying Distribution Date
      Statement (and, at its option, any additional files containing the same
      information in an alternative format) available each month to the
      Certificateholders and the Rating Agencies via the Trustee’s internet website.
      The Trustee’s internet website shall initially be located at “www.ctslink.com.”
      Assistance in using the website can be obtained by calling the Trustee’s
      customer service desk at 1-866-846-4526. Such parties that are unable to use
      the
      website are entitled to have a paper copy mailed to them via first class mail
      by
      calling the customer service desk and indicating such. The Trustee shall have
      the right to change the way such statements are distributed in order to make
      such distribution more convenient and/or more accessible to the above parties
      and the Trustee shall provide timely and adequate notification to all above
      parties regarding any such changes.

     

    (b) Within
      90
      days after the end of each calendar year, the Trustee will prepare and make
      available to any person who at any time during the calendar year was a
      Certificateholder of record, a report summarizing the items provided to the
      Certificateholders pursuant to items (i) and (ii) of Section 4.03(a) above
      on an
      annual basis as may be required to enable those Certificateholders to prepare
      their federal income tax returns. Such information shall also include the amount
      of original issue discount accrued on each Class of Certificates and information
      regarding the expenses of the Trust Fund. The Trustee shall be deemed to have
      satisfied this requirement if it makes available such information in any other
      format permitted by the Code. 

     

    (c) The
      Trustee shall, to the extent reasonably available, furnish any other information
      that is required by the Code and regulations thereunder to be made available
      to
      Certificateholders. The Depositor or its agents shall, to the extent reasonably
      available, provide the Trustee with such information as is necessary for the
      Trustee to prepare such reports (and the Trustee may rely solely upon such
      information).

     

    ARTICLE
      V

     

    DISTRIBUTIONS
      TO HOLDERS OF CERTIFICATES

     

    Section
      5.01. Distributions
      Generally.

     

    (a) On
      each
      Distribution Date, provided that the Trustee has received the Underlying
      Distribution Date Statement for the related Underlying Distribution Date, and
      if
      any such Underlying Distribution Date Statement has not been received by the
      Trustee, on the Business Day following such receipt (or, if no Underlying
      Distribution Date Statement is provided pursuant to the Underlying Agreement,
      then provided that the information required for the Trustee to make
      distributions hereunder has been otherwise made available to the Trustee),
      the
      Trustee shall distribute to the Certificateholders of record on the immediately
      preceding Record Date, by wire transfer to an account specified in writing
      by
      such Certificateholders at least five Business Days prior to the preceding
      Record Date, or otherwise by check or by such other means of payment as such
      Person and the Trustee shall agree, all amounts on deposit in the Certificate
      Account on such Distribution Date after making any reimbursements to itself
      up
      to the Expense Cap pursuant to Section 4.01(b); provided,
      however,
      that
      the Trustee shall not distribute to such Holders (i) any sums due the Trustee
      as
      provided in Sections 4.01(a) and 6.01(c) and (ii) any amount required to be
      withheld from a payment to such Holder pursuant to the Code.

     


    
      
        
        

      

      
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    (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.

     

    (c) The
      Trustee shall not be responsible for any failure of the depository to credit
      any
      distribution amount to the account of a Certificate Owner on the related
      Distribution Date due to the depository receiving funds past any applicable
      deadline of the depository for distribution on such date, where such failure
      is
      the result of the Trustee not receiving distributions on the Underlying Security
      in time to meet any such depository deadline; provided,
      however,
      that in
      any such case, such failure of the depository to credit an amount to an account
      of a Certificateholder shall not result from the negligence or inadvertence
      of
      the Trustee.

     

    Section
      5.02. Distributions
      from the Certificate Account.

     

    (a) On
      each
      Distribution Date, the Trustee shall calculate each of the Interest Remittance
      Amount and the Principal Remittance Amount, in each case for such date. All
      amounts on deposit in the Certificate Account on any such Distribution Date
      (after giving effect to Section 5.01(a)) shall be distributed as provided in
      this Section.

     

    (b) On
      each
      Distribution Date, the Trustee shall distribute the Interest Remittance Amount
      concurrently, on a pro
      rata
      basis,
      to the Senior Certificates, Current Interest and any Carryforward Interest
      for
      such Classes for such Distribution Date (any shortfall in Current Interest
      and
      Carryforward Interest to be allocated among such classes in proportion to the
      amount of Current Interest and Carryforward Interest that would otherwise be
      distributable thereon).

     

    (c) On
      each
      Distribution Date, the Trustee shall distribute the Principal Remittance Amount
      for such date in the following order of priority: 

     

    (i) to
      the
      Class A1 Certificates, until the Class Principal Amount of such Class has been
      reduced to zero; 

     

    (ii) to
      the
      Class A2 Certificates, until the Class Principal Amount of such Class has been
      reduced to zero; and

     

    (iii) any
      remaining amounts to the Class R Certificate.

     

    Section
      5.03. Allocation
      of Realized Loss Amounts.

     

    If
      on any
      Distribution Date, after giving effect to all distributions of principal on
      such
      Distribution Date, there exists a Realized Loss Amount, the Class Principal
      Amounts of the Offered Certificates shall be reduced by the amount of any
      Realized Loss Amount for such date, in the following order of
      priority

     

    (i) to
      the
      Class A2 Certificates, until the Class Principal Amount of such Class has been
      reduced to zero; 

     

    (ii) to
      the
      Class A1 Certificates, until the Class Principal Amount of such Class has been
      reduced to zero.

     


    
      
        
        

      

      
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    ARTICLE
      VI

     

    CONCERNING
      THE TRUSTEE; EVENTS OF DEFAULT

     

    Section
      6.01. Duties
      of Trustee.

     

    (a) The
      Trustee 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.
      

     

    (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 on their face 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 Depositor or the Underlying Master Servicer to
      the
      Trustee pursuant to this Agreement, and shall not be required to recalculate
      or
      verify the information in any Underlying Distribution Date Statement or any
      numerical information furnished to the Trustee pursuant to this Agreement.
      Subject to the immediately preceding sentence, if any such resolution,
      certificate, statement, opinion, report, document, order or other instrument
      is
      found not to conform on its face to the form required by this Agreement in
      a
      material manner the Trustee shall notify the Person providing such resolutions,
      certificates, statements, opinions, reports or other documents of the
      non-conformity, and if the instrument is not corrected to the Trustee’s
      satisfaction, the Trustee will provide notice thereof to the Certificateholders
      and will, at the expense of the Trust Fund, which expense shall be reasonable
      given the scope and nature of the required action, take such further action
      as
      directed by the Certificateholders.

     

    (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) No
      provision of this Agreement shall require the Trustee to expend or risk its
      own
      funds or otherwise incur any financial liability in the performance of any
      of
      its duties hereunder, or in the exercise of any of its rights or powers, if
      it
      shall have reasonable grounds for believing that repayment of such funds or
      adequate indemnity against such risk or liability is not reasonably assured
      to
      it; and none of the provisions contained in this Agreement shall in any event
      require the Trustee to perform, or be responsible for the manner of performance
      of, any of the obligations of the Depositor under this Agreement;

     

    (ii) The
      Trustee shall not be responsible for any act or omission of the Underlying
      Master Servicer, the Depositor or the Seller.

     

    (d) [Reserved].

     

    (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 any the 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.

     


    
      
        
        

      

      
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    (f) The
      Trustee shall not be required to perform services under this Agreement, or
      to
      expend or risk its own funds or otherwise incur financial liability for the
      performance of any of its duties hereunder or the exercise of any of its rights
      or powers if there is reasonable ground for believing that the timely payment
      of
      its fees and expenses or the repayment of such funds or adequate indemnity
      against such risk or liability is not reasonably assured to it, and none of
      the
      provisions contained in this Agreement shall in any event require the Trustee
      to
      perform, or be responsible for the manner of performance of, any of the
      obligations of the Depositor under this Agreement.

     

    (g) [Reserved].

     

    (h) The
      Trustee, except as otherwise provided herein, shall not have any duty (A) to
      see
      to any recording, filing, or depositing of this Agreement or any agreement
      referred to herein or any financing statement or continuation statement
      evidencing a security interest, or to see to the maintenance of any such
      recording or filing or depositing or to any rerecording, refiling or
      redepositing of any thereof, and (B) to see to the payment or discharge of
      any
      tax, assessment, or other governmental charge or any lien or encumbrance of
      any
      kind owing with respect to, assessed or levied against, any part of the Trust
      Fund other than from funds available in the Certificate Account. 

     

    (i) The
      Trustee shall not be liable in its individual capacity for an error of judgment
      made in good faith by a Responsible Officer or other officers of the Trustee
      unless it shall be proved that the Trustee was negligent in ascertaining the
      pertinent facts.

     

    (j) Notwithstanding
      anything in this Agreement to the contrary, neither the Trustee nor any Paying
      Agent shall be liable for special, indirect or consequential losses or damages
      of any kind whatsoever (including, but not limited to, lost profits), even
      if
      the Trustee or such Paying Agent, as applicable, has been advised of the
      likelihood of such loss or damage and regardless of the form of
      action.

     

    (k) For
      so
      long as the Depositor is subject to the Exchange Act reporting with respect
      to
      the Certificates, the Trustee shall give prior written notice to the Sponsor
      and
      the Depositor of the appointment of any Subcontractor by it and a written
      description (in form and substance satisfactory to the Sponsor and the
      Depositor) of the role and function of each Subcontractor utilized by the
      Trustee specifying (A) the identity of each such Subcontractor and (B) which
      elements of the servicing criteria set forth under Item 1122(d) of Regulation
      AB
      will be addressed in assessments of compliance provided by each such
      Subcontractor for
      which
      the Trustee does not elect to take responsibility for assessing compliance
      with
      the Servicing Criteria in accordance with Regulation AB Telephone Interpretation
      17.06.

     

    (l) The
      Paying Agent and the Certificate Registrar shall have the same rights,
      protections, immunities and indemnities as are afforded to the Trustee pursuant
      to this Article VI.

     

    Section
      6.02. Certain
      Matters Affecting the Trustee.

     

    Except
      as
      otherwise provided in Section 6.01:

     

    (a) 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;

     

    (b) 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;

     


    
      
        
        

      

      
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    (c) 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;

     

    (d) 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 the Holders of at least a majority in Class Principal Amount (or
      Percentage Interest) 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 from the Certificateholders as a condition to proceeding.
      The
      reasonable expense thereof shall be paid by the party requesting such
      investigation and if not reimbursed by the requesting party shall be reimbursed
      to the Trustee by the Trust Fund;

     

    (e) The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents, custodians or attorneys,
      which agents, custodians or attorneys shall have any and all of the rights,
      powers, duties and obligations of the Trustee conferred on them by such
      appointment, provided
      that the
      Trustee shall continue to be responsible for its duties and obligations
      hereunder to the extent provided herein, and provided
      further
      that the
      Trustee shall not be responsible for any misconduct or negligence on the part
      of
      any such agent or attorney appointed with due care by the Trustee;

     

    (f) The
      Trustee shall not be under any obligation to exercise any of the trusts or
      powers vested in it by this Agreement or to institute, conduct or defend any
      litigation hereunder or in relation hereto, in each case at the request, order
      or direction of any of the Certificateholders pursuant to the provisions of
      this
      Agreement, unless such Certificateholders shall have offered to the Trustee
      reasonable security or indemnity against the costs, expenses and liabilities
      which may be incurred therein or thereby;

     

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

     

    (h) The
      Trustee shall not be required to give any bond or surety in respect of the
      execution of the Trust Fund created hereby or the powers granted
      hereunder.

     

    Section
      6.03. Trustee
      Not Liable for Certificates.

     

    The
      Trustee makes no representations as to the validity or sufficiency of this
      Agreement or the Certificates (other than the certificate of authentication
      on
      the Certificates), or of the Underlying Security, or any 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 Underlying Security to the Trust Fund by the Depositor
      or for the use or application of any funds deposited into the Certificate
      Account or any other fund or account maintained with respect to the
      Certificates. The Trustee shall not be responsible for the legality or validity
      of this Agreement or the validity, priority, perfection or sufficiency of the
      security for the Certificates issued or intended to be issued hereunder. Except
      as otherwise provided herein, the Trustee shall have no responsibility for
      filing any financing or continuation statement in any public office at any
      time
      or to otherwise perfect or maintain the perfection of any security interest
      or
      lien granted to it hereunder or to record this Agreement.

     

     


    
      
        
        

      

      
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    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 business with the other parties hereto and their Affiliates
      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 whose accounts are
      insured by the FDIC, (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 and (iii) not an
      Affiliate of the Depositor. 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
      addition, the Trustee (i) must be authorized to exercise corporate trust powers
      under the laws of its jurisdiction of organization and (ii) must be rated at
      least “A/F1” by Fitch, if Fitch is a Rating Agency that has rated the Trustee,
      and “A-1” by S&P, if S&P is a Rating Agency that has rated the Trustee,
      or the equivalent rating by Moody’s Investors Service, Inc. 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, 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 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) the Trustee shall fail to observe or perform
      in any material respect any of the covenants or agreements of the Trustee
      contained in this Agreement, including any failure to provide the information,
      reports, assessments or attestations required pursuant to Subsection 6.16 (a)
      or
      6.16 (b) hereof, (iv) 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, (v) the continued use of the Trustee would result in a downgrading
      of
      the rating by any Rating Agency of any Class of Certificates with a rating,
      (vi)
      the Paying Agent shall fail to provide the information required pursuant to
      Sections 3.08, 6.16 (a) and 6.16 (b) hereof or (vii) the Depositor desires
      to
      replace the Trustee with a successor Trustee, then the Depositor shall remove
      the Trustee or the Paying Agent, as applicable, and the Depositor shall appoint
      a successor trustee by written instrument, one copy of which instrument shall
      be
      delivered to the Trustee so removed and one copy each to the successor
      trustee.

     


    
      
        
        

      

      
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    (c) The
      Holders of more than 50% of the Class Principal Amount (or Percentage Interest)
      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; the Depositor shall thereupon appoint a successor trustee in accordance
      with this Section acceptable to the Depositor.

     

    (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. A
      predecessor trustee shall transfer to the Trustee or any successor trustee
      the
      Underlying Security, and shall duly assign, transfer and deliver 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 records 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. 

     

    (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 predecessor trustee shall mail notice of the succession of such trustee
      to
      all Holders of Certificates at their addresses as shown in the Certificate
      Register and to any Rating Agency. The expenses of such mailing shall be borne
      by the predecessor trustee.

     

    (d) Upon
      the
      resignation or removal of the Trustee pursuant to this Section 6.06, the Trustee
      shall deliver the amounts held in its possession for the benefit of the
      Certificateholders to the successor trustee upon the appointment of the
      successor trustee.

     

    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 corporate trust business of the Trustee, shall be the successor to the
      Trustee hereunder, without the execution or filing of any paper or any further
      act on the part of any of the parties hereto, anything herein to the contrary
      notwithstanding, provided
      that
      such Person shall be eligible under the provisions of Section 6.05. Unless
      and
      until a Form 15 suspension notice shall have been filed, as a condition to
      a
      succession to the Trustee under this Agreement by any Person (i) into which
      the
      Trustee may be merged or consolidated, or (ii) which may be appointed as a
      successor to the Trustee, the Trustee shall notify the Sponsor and the
      Depositor, at least 15 calendar days prior to the effective date of such
      succession or appointment, of such succession or appointment and shall furnish
      to the Sponsor and the Depositor in writing and in form and substance reasonably
      satisfactory to the Sponsor and the Depositor, all information reasonably
      necessary for the Trustee to accurately and timely report, pursuant to Section
      6.12, the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if
      such reports under the Exchange Act are required to be filed under the Exchange
      Act).

     

     


    
      
        
        

      

      
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    Section
      6.09. 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 6.09, 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 6.09.
      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
      6.11.

     

    Section
      6.10. Indemnification
      of Trustee.

     

    The
      Trustee and its directors, officers, employees and agents shall be entitled
      to
      indemnification from the Trust Fund for any loss, liability or expense incurred
      in connection with any legal proceeding or incurred without negligence or
      willful misconduct on its part, arising out of, or in connection with, the
      acceptance or administration of the trusts created hereunder or in connection
      with the performance of its duties hereunder and under the Underlying Trust
      Agreement, including any applicable fees and expenses payable pursuant to
      Section 6.11 and the costs and expenses of defending themselves against any
      claim in connection with the exercise or performance of any of their powers
      or
      duties hereunder, provided
      that:

     


    
      
        
        

      

      
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    (i) with
      respect to any such claim, the Trustee shall have given the Depositor and the
      Holders written notice thereof promptly after a Responsible Officer of the
      Trustee shall have knowledge thereof provided
      that the
      failure to provide such prompt written notice shall not affect the Trustee’s
      right to indemnification hereunder;

     

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

     

    (iii) notwithstanding
      anything to the contrary in this Section 6.10, 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
      or delayed.

     

    All
      sums
      due the Trustee pursuant to the foregoing indemnity and pursuant to Section
      6.11
      shall be reimbursable to the Trustee from the Interest Remittance Amount, up
      to
      the Expense Cap. Notwithstanding any provisions in this Agreement to the
      contrary, in the event that (i) the Interest Remittance Amount for any
      Distribution Date is insufficient to reimburse the Trustee for all outstanding
      amounts required to be reimbursed pursuant to this Section or Section 6.11,
      then
      the Trustee shall be entitled to reimbursement (subject to the Expense Cap)
      of
      such outstanding amounts on one or more subsequent Distribution Dates until
      such
      amounts have been fully reimbursed and (ii) any outstanding amounts required
      to
      be reimbursed pursuant to this Section or Section 6.11 cannot be reimbursed
      on a
      Distribution Date as a result of the application of the Expense Cap, then the
      Trustee shall be entitled to reimbursement of such amounts in one or more
      subsequent calendar years, subject to the Expense Cap for each such subsequent
      calendar year, until such amounts have been fully reimbursed to the
      Trustee.

     

    The
      provisions of this Section 6.10 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
      6.11. Fees
      and Expenses of Trustee.

     

    As
      compensation for all services rendered by it hereunder (which shall not be
      limited by any provision of law in regard to the compensation of a trustee
      of an
      express trust) the Trustee shall be entitled to receive a one-time, up front
      fee
      as agreed upon with the Sponsor (receipt of which the Trustee hereby
      acknowledges by its execution of this Agreement). The Trustee shall be entitled
      to reimbursement of all reasonable expenses, disbursements and advances incurred
      or made by the Trustee in accordance with this Agreement (including fees and
      expenses of its counsel and all persons not regularly in its employment and
      any
      amounts described in Section 10.01 to which the Trustee is entitled as provided
      therein) from Interest Remittance Amounts as provided in this Agreement, except
      for expenses, disbursements and advances that either (i) do not constitute
      “unanticipated expenses” within the meaning of Treasury Regulation Section
      1.860G-1(b)(3)(ii) or (ii) arise from its negligence, bad faith or willful
      misconduct. The provisions of this Section 6.11 shall survive the termination
      of
      this Agreement and the resignation or removal of the Trustee.

     

    Section
      6.12. Preparation
      of Tax Returns and Other Reports.

     

    (a) The
      Trustee shall prepare or cause to be prepared on behalf of the Trust Fund,
      based
      upon information calculated in accordance with this Agreement pursuant to
      instructions given by the Depositor, and the Trustee shall file federal tax
      returns, all in accordance with Article X hereof. If the Trustee determines
      that
      a state tax return or other return is required, then, at its sole expense,
      the
      Trustee shall prepare and file such state income tax returns and such other
      returns as may be required by applicable law relating to the Trust Fund, and,
      if
      required by state law, and shall file any other documents to the extent required
      by applicable state tax law (to the extent such documents are in the Trustee’s
      possession). The Trustee shall forward copies to the Depositor of all such
      returns and supplemental tax information and such other information within
      the
      Trustee’s control as the Depositor may reasonably request in writing. The
      Trustee shall furnish to each Certificateholder, such forms and such information
      within the control of the Trustee as are required by the Code and the REMIC
      Provisions to be furnished to them (other than any Form 1099s). 

     


    
      
        
        

      

      
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    (b) [Reserved].

     

    (c) The
      Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on
      behalf of the Trust Fund and the REMIC specified in the Preliminary Statement,
      an application for an employer identification number on IRS Form SS-4 or by
      any
      other acceptable method. The Trustee shall also file a Form 8811 as required.
      The Trustee, upon receipt from the IRS of the Notice of Taxpayer Identification
      Number Assigned, shall upon request promptly forward a copy of such notice
      to
      the Depositor. The Trustee shall have no obligation to verify the information
      in
      any Form 8811 or Form SS-4 filing.

     

    (d) The
      Depositor shall prepare or cause to be prepared the initial current report
      on
      Form 8-K. Thereafter, the Trustee shall, in accordance with industry standards
      and the rules of the Commission as in effect from time to time (the “Rules”),
      prepare and file with the Commission via the Electronic Data Gathering and
      Retrieval System (“EDGAR”), the reports listed in subsections (e) through (g) of
      this Section 6.12 in respect of the Trust Fund as and to the extent required
      under the Exchange Act.

     

    (e) Reports
      Filed on Form 10-D.

     

    (i) Within
      15
      days after each Distribution Date (subject to permitted extensions under the
      Exchange Act), the Trustee shall prepare and file on behalf of the Trust Fund
      any Form 10-D required by the Exchange Act, in form and substance as required
      by
      the Exchange Act. The Trustee shall file each Form 10-D with a copy of the
      related Distribution Date Statement. Any disclosure in addition to the
      Distribution Date Statement that is required to be included on Form 10-D
      (“Additional Form 10-D Disclosure”) shall be determined and prepared by and at
      the direction of the Depositor pursuant to the following paragraph and the
      Trustee will have no duty or liability for any failure hereunder to determine
      or
      prepare any Additional Form 10-D Disclosure, except as set forth in the next
      paragraph.

     

    (ii) As
      set
      forth on Exhibit G-1 hereto, within five calendar days after the related
      Distribution Date, (A) certain parties to the transaction contemplated hereby
      shall be required to provide to the Trustee and the Depositor, to the extent
      known by a responsible officer (or with respect to the Trustee, Responsible
      Officer) thereof, in EDGAR-compatible form (which may be Word or Excel documents
      easily convertible to EDGAR format), or in such other form as otherwise agreed
      upon by the Trustee and such party, the form and substance of any Additional
      Form 10-D Disclosure, if applicable, and include with such Additional Form
      10-D
      Disclosure Notification in the form attached hereto as Exhibit G-4, and the
      Depositor shall be required to provide to the Trustee any such information
      relating to the Underlying Trust Fund, and (B) the Depositor will approve,
      as to
      form and substance, or disapprove, as the case may be, the inclusion of the
      Additional Form 10-D Disclosure on Form 10-D. The Sponsor will be responsible
      for any reasonable fees and expenses assessed or incurred by the Trustee in
      connection with including any Additional Form 10-D Disclosure on Form 10-D
      pursuant to this paragraph.

     


    
      
        
        

      

      
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    (iii) After
      preparing the Form 10-D, the Trustee shall forward electronically a copy of
      the
      Form 10-D to the Exchange Act Signing Party for review and approval. The Trustee
      will make available to the Exchange Act Signing Party the monthly statement
      to
      certificateholders containing the information with respect to exchanges required
      to be included in such report for each Distribution Date and the Exchange Act
      Signing Party shall have the right to ask the Trustee reasonable questions
      regarding any information reported in a certificateholder statement regarding
      any exchange. The Exchange Act Signing Party shall have the right to rely on
      any
      such information provided to it by the Trustee. No later than two Business
      Days
      prior to the 15th
      calendar
      day after the related Distribution Date, a duly authorized representative of
      the
      Exchange Act Signing Party shall sign the Form 10-D and return an electronic
      or
      fax copy of such signed Form 10-D (with an original executed hard copy to follow
      by overnight mail) to the Trustee. If a Form 10-D cannot be filed on time or
      if
      a previously filed Form 10-D needs to be amended, the Trustee will follow the
      procedures set forth in subsection (h)(ii) of this Section 6.12. Promptly (but
      no later than one Business Day) after the deadline for filing such report with
      the Commission, the Trustee will make available on its internet website a final
      executed copy of each Form 10-D prepared and filed by the Trustee. Each party
      to
      this Agreement acknowledges that the performance by the Trustee of its duties
      under this Section 6.12(e) related to the timely preparation and filing of
      Form
      10-D is contingent upon such parties strictly observing all applicable deadlines
      in the performance of their duties under this Section 6.12(e). The Trustee
      shall
      have no liability for any loss, expense, damage, claim arising out of or with
      respect to any failure to properly prepare and/or timely file such Form 10-D,
      where such failure results from the Trustee’s inability or failure to obtain or
      receive, on a timely basis, any information from any other party hereto needed
      to prepare, arrange for execution or file such Form 10-D, not resulting from
      its
      own negligence, bad faith or willful misconduct.

     

    (iv) Form
      10-D
      requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
      filed all reports required to be filed by Section 13 or 15(d) of the Exchange
      Act during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such
      filing requirements for the past 90 days.” At the date of filing of each report
      on Form 10-D with respect to the Trust Fund, the Depositor shall be deemed
      to
      represent to the Trustee that as of such date the Depositor has filed all such
      required reports during the preceding 12 months and that it has been subject
      to
      such filing requirement for the past 90 days. The Depositor shall notify the
      Trustee in writing, no later than the fifth calendar day after the related
      Distribution Date with respect to the filing of a report on Form 10-D if the
      answer to the questions should be “no.” The Trustee shall be entitled to rely on
      such representations in preparing, executing and/or filing any such
      report.

     

    (f) Reports
      Filed on Form 10-K.

     

    (i) Within
      90
      days after the end of each fiscal year of the Trust Fund for which the Trust
      Fund is subject to Exchange Act reporting requirements or such earlier date
      as
      may be required by the Exchange Act (the “10-K Filing Deadline”) (it being
      understood that the fiscal year for the Trust Fund ends on December
      31st
      of each
      year), commencing in March 2009, the Trustee shall prepare and file on behalf
      of
      the Trust Fund a Form 10-K, in form and substance as required by the Exchange
      Act. To facilitate the Trustee’s preparation of the Form 10-K, the Depositor
      shall provide to the Trustee, no later than 30 days prior to the 10-K Filing
      Deadline, a template of the Form 10-K in an Edgar-compatible format. Each such
      Form 10-K shall include the following items, in each case to the extent they
      have been delivered to the Trustee within the applicable time frames set forth
      in this Agreement, (A) an annual compliance statement for each Underlying
      Servicer and the Underlying Master Servicer, as described under Section 9.06
      of
      the Underlying Trust Agreement and in each Underlying Servicing Agreement,
      (B)(I) the annual reports on assessment of compliance with servicing criteria
      for each Underlying Servicer, the Underlying Master Servicer, the Underlying
      Custodians, any Servicing Function Participant, the Paying Agent (if other
      than
      the Trustee) and the Trustee (each, a “Reporting Servicer”), as described under
      Section 6.16(a) hereof and under Section 9.05(a) of the Underlying Trust
      Agreement and in each Underlying Servicing Agreement and Underlying Custodial
      Agreement, and (II) if any Reporting Servicer’s report on assessment of
      compliance with servicing criteria described under Section 6.16(a) hereof and
      under Section 9.05(a) of the Underlying Trust Agreement or in any Underlying
      Servicing Agreement or Underlying Custodial Agreement identifies any material
      instance of noncompliance, disclosure identifying such instance of
      noncompliance, or if any Reporting Servicer’s report on assessment of compliance
      with servicing criteria described under Section 6.16(a) hereof and under Section
      9.05(a) of the Underlying Trust Agreement or in any Underlying Servicing
      Agreement or Underlying Custodial Agreement is not included as an exhibit to
      such Form 10-K, disclosure that such report is not included and an explanation
      why such report is not included, (C)(I) the registered public accounting firm
      attestation report for each Reporting Servicer, as described under Section
      6.16(a) hereof and under Section 9.05(a) of the Underlying Trust Agreement
      and
      in each Underlying Servicing Agreement and Underlying Custodial Agreement and
      (II) if any registered public accounting firm attestation report described
      under
      Section 6.16(a) hereof and under Section 9.05(a) of the Underlying Trust
      Agreement or in any Underlying Servicing Agreement or Underlying Custodial
      Agreement identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if any such registered public
      accounting firm attestation report is not included as an exhibit to such Form
      10-K, disclosure that such report is not included and an explanation why such
      report is not included, and (D) a Sarbanes-Oxley Certification. Any disclosure
      or information in addition to (A) through (D) above that is required to be
      included on Form 10-K (“Additional Form 10-K Disclosure”) shall be determined
      and prepared by and at the direction of the Depositor pursuant to the following
      paragraph and the Trustee will have no duty or liability for any failure
      hereunder to determine or prepare any Additional Form 10-K Disclosure, except
      as
      set forth in the next paragraph. 

     


    
      
        
        

      

      
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    (ii) As
      set
      forth on Exhibit G-2 hereto, no later than March 15 of each year that the Trust
      Fund is subject to the Exchange Act reporting requirements, commencing in 2009,
      (A) certain parties to the transaction contemplated hereby shall be required
      to
      provide to the Trustee and the Depositor, to the extent known by a responsible
      officer (or with respect to the Trustee, Responsible Officer) thereof, in
      EDGAR-compatible form (which may be Word or Excel documents easily convertible
      to EDGAR format), or in such other form as otherwise agreed upon by the Trustee
      and such party, the form and substance of any Additional Form 10-K Disclosure,
      if applicable, and include with such Additional Form 10-K Disclosure, an
      Additional Disclosure Notification in the form attached hereto as Exhibit G-4,
      and the Depositor shall be required to provide to the Trustee any such
      information relating to the Underlying Trust Fund, and (B) the Depositor will
      approve, as to form and substance, or disapprove, as the case may be, the
      inclusion of the Additional Form 10-K Disclosure on Form 10-K. The Trustee
      has
      no duty under this Agreement to monitor or enforce the performance by the
      parties listed on Exhibit G-2 of their duties under this paragraph or
      proactively solicit or procure from such parties any Form 10-K Disclosure
      Information. The Sponsor will be responsible for any reasonable fees and
      expenses assessed or incurred by the Trustee in connection with including any
      Additional Form 10-K Disclosure on Form 10-K pursuant to this
      paragraph.

     

    (iii) After
      preparing the Form 10-K, the Trustee shall forward electronically a copy of
      the
      Form 10-K to the Exchange Act Signing Party for review and approval. No later
      than the close of business New York City time on the 4th Business Day prior
      to
      the 10-K Filing Deadline, a duly authorized representative of the Exchange
      Act
      Signing Party shall sign the Form 10-K and return an electronic or fax copy
      of
      such signed Form 10-K (with an original executed hard copy to follow by
      overnight mail) to the Trustee. If a Form 10-K cannot be filed on time or if
      a
      previously filed Form 10-K needs to be amended, the Trustee will follow the
      procedures set forth in subsection (h) of this Section 6.12. Promptly (but
      no
      later than one Business Day) after the deadline for filing such report with
      the
      Commission, the Trustee will make available on its internet website a final
      executed copy of each Form 10-K prepared and filed by the Trustee. The parties
      to this Agreement acknowledge that the performance by the Trustee of its duties
      under this Section 6.12(f) related to the timely preparation and filing of
      Form
      10-K is contingent upon such parties (and any Servicing Function Participant)
      strictly observing all applicable deadlines in the performance of their duties
      under this Section 6.12(f), Section 6.16(a) and Section 6.16(b) hereof, and
      in
      Section 9.05(a), Section 9.05(b) and Section 9.06 of the Underlying Trust
      Agreement. The Trustee shall have no liability for any loss, expense, damage,
      claim arising out of or with respect to any failure to properly prepare and/or
      timely file such Form 10-K, where such failure results from the Trustee’s
      inability or failure to obtain or receive, on a timely basis, any information
      from any other party hereto needed to prepare, arrange for execution or file
      such Form 10-K, not resulting from its own negligence, bad faith or willful
      misconduct.

     


    
      
        
        

      

      
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    (iv) Each
      Form
      10-K shall include the Sarbanes-Oxley Certification. The Trustee and the Paying
      Agent (if other than the Trustee) shall, and the Trustee and the Paying Agent
      (if other than the Trustee) shall cause any Servicing Function Participant
      engaged by it to provide to the Person who signs the Sarbanes-Oxley
      Certification (the “Certifying Person”), by March 15 of each year in which the
      Trust Fund is subject to the reporting requirements of the Exchange Act (each,
      a
“Back-Up Certification”), in the form attached hereto as Exhibit H (or, in the
      case of (x) the Paying Agent (if other than the Trustee), such other form as
      agreed to between the Paying Agent and the Exchange Act Signing Party, upon
      which the Certifying Person, the entity for which the Certifying Person acts
      as
      an officer, and such entity’s officers, directors and Affiliates (collectively
      with the Certifying Person, “Certification Parties”) can reasonably rely. The
      senior officer of the Exchange Act Signing Party shall serve as the Certifying
      Person on behalf of the Trust Fund. In the event the Trustee, the Paying Agent
      (if other than the Trustee) or any Servicing Function Participant engaged by
      such parties is terminated or resigns pursuant to the terms of this Agreement,
      such party or Servicing Function Participant shall provide a Back-Up
      Certification to the Certifying Person pursuant to this Section 6.12(e)(iv)
      with
      respect to the period of time it was subject to this Agreement.

     

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

     

    (vi) Form
      10-K
      requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has
      filed all reports required to be filed by Section 13 or 15(d) of the Exchange
      Act during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such
      filing requirements for the past 90 days.” At the date of filing of each report
      on Form 10-K with respect to the Trust Fund, the Depositor shall be deemed
      to
      represent to the Trustee that as of such date the Depositor has filed all such
      required reports during the preceding 12 months and that it has been subject
      to
      such filing requirement for the past 90 days. The Depositor shall notify the
      Trustee in writing, no later than March 15th
      with
      respect to the filing of a report on Form 10-K, if the answer to the questions
      should be “no.” The Trustee shall be entitled to rely on such representations in
      preparing, executing and/or filing any such report.

     


    
      
        
        

      

      
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    (g) Reports
      Filed on Form 8-K.

     

    (i) Within
      four Business Days after the occurrence of an event requiring disclosure on
      Form
      8-K (each such event, a “Reportable Event”), and if requested by the Depositor,
      the Trustee shall prepare and file on behalf of the Trust Fund any Form 8-K,
      as
      required by the Exchange Act, provided
      that the
      Depositor shall file the initial Form 8-K in connection with the issuance of
      the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure
      Information”) shall be determined and prepared by and at the direction of the
      Depositor pursuant to the following paragraph and the Trustee will have no
      duty
      or liability for any failure hereunder to determine or prepare any Form 8-K
      Disclosure Information or any Form 8-K, except as set forth in the next
      paragraph.

     

    (ii) As
      set
      forth on Exhibit G-3 hereto, for so long as the Trust Fund is subject to the
      Exchange Act reporting requirements, no later than Noon New York City time
      on
      the 2nd Business Day after the occurrence of a Reportable Event (A) certain
      parties to the transaction contemplated hereby shall be required to provide
      to
      the Trustee and the Depositor, to the extent known by a responsible officer
      thereof (or, with respect to the Trustee, a Responsible Officer thereof), in
      EDGAR-compatible form (which may be Word or Excel documents easily convertible
      to EDGAR format), or in such other form as otherwise agreed upon by the Trustee
      and such party, the form and substance of any Form 8-K Disclosure Information,
      if applicable, and include with such Form 8-K Disclosure Information, an
      Additional Disclosure Notification in the form attached hereto as Exhibit G-4,
      and the Depositor shall be required to provide to the Trustee any such
      information relating to the Underlying Trust Fund, and (B) the Depositor will
      approve, as to form and substance, or disapprove, as the case may be, the
      inclusion of the Form 8-K Disclosure Information. The Trustee has no duty under
      this Agreement to monitor or enforce the performance by the parties listed
      on
      Exhibit G-3 of their duties under this paragraph or proactively solicit or
      procure from such parties any Form 8-K Disclosure Information. The Sponsor
      will
      be responsible for any reasonable fees and expenses assessed or incurred by
      the
      Trustee in connection with including any Form 8-K Disclosure Information on
      Form
      8-K pursuant to this paragraph.

     

    (iii) After
      preparing the Form 8-K, the Trustee shall forward electronically, no later
      than
      Noon New York City time on the 3rd
      Business
      Day after the Reportable Event, a copy of the Form 8-K to the Exchange Act
      Signing Party for review and approval. No later than Noon New York City time
      on
      the 4th
      Business
      Day after the Reportable Event, a senior officer of the Exchange Act Signing
      Party shall sign the Form 8-K and return an electronic or fax copy of such
      signed Form 8-K (with an original executed hard copy to follow by overnight
      mail) to the Trustee. If a Form 8-K cannot be filed on time or if a previously
      filed Form 8-K needs to be amended, the Trustee will follow the procedures
      set
      forth in subsection (h) of this Section 6.12. Promptly (but no later than one
      Business Day) after the deadline for filing such Form with the Commission,
      the
      Trustee will make available on its internet website a final executed copy of
      each Form 8-K prepared and filed by it pursuant to this Section 6.12(g). The
      parties to this Agreement acknowledge that the performance by the Trustee of
      its
      duties under this Section 6.12(g) related to the timely preparation and filing
      of Form 8-K is contingent upon such parties strictly observing all applicable
      deadlines in the performance of their duties under this Section 6.12(g). The
      Trustee shall have no liability for any loss, expense, damage, claim arising
      out
      of or with respect to any failure to properly prepare and/or timely file such
      Form 8-K, where such failure results from the Trustee’s inability or failure to
      obtain or receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 8-K, not
      resulting from its own negligence, bad faith or willful misconduct.

     


    
      
        
        

      

      
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    (h) Suspension
      of Reporting Obligation; Amendments; Late Filings.

     

    (i) On
      or
      before January 30th
      of the
      first year in which the Trustee is able to do so under applicable law, unless
      otherwise directed by the Depositor, the Trustee shall prepare and file a Form
      15 relating to the automatic suspension of reporting in respect of the Trust
      Fund under the Exchange Act.

     

    (ii) In
      the
      event that the Trustee becomes aware that it will be unable to timely file
      with
      the Commission all or any required portion of any Form 8-K, 10-D or 10-K
      required to be filed by this Agreement because required disclosure information
      was either not delivered to it or delivered to it after the delivery deadlines
      set forth in this Agreement or for any other reason, the Trustee will promptly
      notify the Depositor. In the case of Form 10-D and 10-K, the parties to this
      Agreement will cooperate to prepare and file a Form 12b-25 and a 10-D/A and
      10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case
      of Form 8-K, the Trustee will, upon receipt of all required Form 8-K Disclosure
      Information and upon the approval and direction of the Depositor, include such
      disclosure information on the next Form 10-D. In the event that any previously
      filed Form 8-K, 10-D or 10-K needs to be amended with respect to an additional
      disclosure item, the Trustee will notify the Depositor and any applicable party
      affected thereby and such parties will cooperate to prepare any necessary 8-K/A,
      10-D/A or 10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D
      or
      10-K shall be signed by a senior officer or a duly authorized representative,
      as
      applicable, of the Exchange Act Signing Party. The parties to this Agreement
      acknowledge that the performance by the Trustee of its duties under this Section
      6.12(g) related to the timely preparation and filing of Form 15, a Form 12b-25
      or any amendment to Form 8-K, 10-D or 10-K is contingent upon each such party
      performing its duties under this Section. The Trustee shall have no liability
      for any loss, expense, damage, claim arising out of or with respect to any
      failure to properly prepare and/or timely file any such Form 15, Form 12b-25
      or
      any amendments to Forms 8-K, 10-D or 10-K, where such failure results from
      the
      Trustee’s inability or failure to obtain or receive, on a timely basis, any
      information from any other party hereto needed to prepare, arrange for execution
      or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or 10-K,
      not resulting from its own negligence, bad faith or willful
      misconduct.

     

    (i) Any
      party
      that signs any Exchange Act report that the Trustee is required to file shall
      provide to the Trustee prompt notice of the execution of such Exchange Act
      report along with the name and contact information for the person signing such
      report and shall promptly deliver to the Trustee the original executed signature
      page for such report. In addition, each of the parties agrees to provide to
      the
      Trustee such additional information related to such party as the Trustee may
      reasonably request, including evidence of the authorization of the person
      signing any certification or statement, financial information and reports,
      and
      such other information related to such party or its performance hereunder.
      

     

    Section
      6.13. No
      Merger.

     

    The
      Trustee shall not cause or otherwise knowingly permit the assets of the Trust
      Fund to be merged or consolidated with any other entity, except as a result
      of a
      final judicial determination.

     

     


    
      
        
        

      

      
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    Section
      6.14. Indemnification
      by the Trustee and Paying Agent.

     

    The
      Trustee (including in its capacity as Paying Agent) and any Paying Agent other
      than the Trustee each agrees to indemnify the Depositor and its directors,
      officers, employees and agents and the Trust Fund and hold each of them harmless
      from and against any losses, damages, penalties, fines, forfeitures, legal
      fees
      and expenses and related costs, judgments, and any other costs, fees and
      expenses that any of them may sustain arising out of or based upon the
      engagement by it of any Subcontractor in violation of Section 6.01(k) or any
      failure by it to deliver any assessment of compliance, information, report
      or
      certification with respect to the Trustee when and as required under Sections
      6.12 or 6.16(a).

     

    Section
      6.15. Compliance
      with Regulation AB.

     

    Each
      of
      the parties hereto acknowledges and agrees that the purpose of Sections 6.01
      and
      6.12 of this Agreement is to facilitate compliance by the Depositor and the
      Trustee with the provisions of Regulation AB, as such may be amended or
      clarified from time to time. Therefore, each of the parties agrees that (a)
      the
      obligations of the parties hereunder shall be interpreted in such a manner
      as to
      accomplish compliance with Regulation AB, (b) the parties’ obligations hereunder
      will be supplemented and modified as necessary to be consistent with any such
      amendments, interpretive advice or guidance from the Commission, convention
      or
      consensus among active participants in the asset-backed securities markets,
      or
      otherwise in respect of the requirements of Regulation AB and (c) the parties
      shall comply with reasonable requests made by the Sponsor, the Depositor or
      the
      Trustee for delivery of additional or different information, to the extent
      such
      information is available or reasonably attainable within such time frame as
      may
      be requested, as the Sponsor, the Depositor or the Trustee may determine in
      good
      faith is necessary to comply with the provisions of Regulation AB.

     

    Section
      6.16. Assessment
      of Compliance and Attestation Reports.

     

    (a) Assessment
      of Compliance

     

    (i) By
      March
      15 of each year, commencing in March 2009, the Paying Agent (if other than
      the
      Trustee) and the Trustee, each at its own expense, shall furnish, and shall
      cause any Servicing Function Participant engaged by it to furnish, each at
      its
      own expense, to the Sponsor, the Depositor and the Trustee, a report on an
      assessment of compliance with the Relevant Servicing Criteria that contains
      (A)
      a statement by such party of its responsibility for assessing compliance with
      the Relevant Servicing Criteria, (B) a statement that such party used the
      Servicing Criteria to assess compliance with the Relevant Servicing Criteria,
      (C) such party’s assessment of compliance with the Relevant Servicing Criteria
      as of and for the fiscal year covered by the Form 10-K required to be filed
      pursuant to Section 6.12(f), including, if there has been any material instance
      of noncompliance with the Relevant Servicing Criteria, a discussion of each
      such
      failure and the nature and status thereof, and (D) a statement that a registered
      public accounting firm has issued an attestation report on such party’s
      assessment of compliance with the Relevant Servicing Criteria as of and for
      such
      period. If the Trustee and the Paying Agent are the same party, the Relevant
      Servicing Criteria of the Paying Agent shall be included in the Trustee’s
      report.

     

    (ii) When
      the
      Paying Agent (if other than the Trustee) and the Trustee (or any Servicing
      Function Participant engaged by it) submit their assessments to the Trustee,
      such parties will also at such time include the assessment (and attestation
      pursuant to subsection (b) of this Section 6.16) of each Servicing Function
      Participant engaged by it and shall indicate to the Trustee what Relevant
      Servicing Criteria will be addressed in any such reports prepared by any such
      Servicing Function Participant.

     


    
      
        
        

      

      
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    (iii) Promptly
      after receipt of each report on assessment of compliance, the Trustee shall
      confirm that the assessments, taken as a whole, address all applicable Servicing
      Criteria and taken individually address the Relevant Servicing Criteria (and
      disclose the inapplicability of the Servicing Criteria not determined to be
      Relevant Criteria) for each party as set forth on Exhibit I, and shall notify
      the Depositor of any exceptions. By way of clarification and for the avoidance
      of doubt, it is acknowledged that the Trustee shall rely exclusively on Exhibit
      I to determine such applicable Servicing Criteria and Relevant Servicing
      Criteria, as the case may be, and shall not otherwise be reporting on the
      content of or sufficiency of such assessments.

     

    (b) Attestation
      Reports

     

    (i) By
      March
      15 of each year, commencing in March 2009, the Paying Agent (if other than
      the
      Trustee) and the Trustee, each at its own expense, shall cause, and each such
      party shall cause any Servicing Function Participant engaged by it to cause,
      each at its own expense, a registered public accounting firm (which may also
      render other services to the Paying Agent and the Trustee, as the case may
      be)
      that is a member of the American Institute of Certified Public Accountants
      to
      furnish a report to the Sponsor, the Depositor and the Trustee, to the effect
      that (A) it has obtained a representation regarding certain matters from the
      management of such party, which includes an assertion that such party has
      complied with the Relevant Servicing Criteria, and (B) on the basis of an
      examination conducted by such firm in accordance with standards for attestation
      engagements issued or adopted by the PCAOB, it is expressing an opinion as
      to
      whether such party’s compliance with the Relevant Servicing Criteria was fairly
      stated in all material respects, or it cannot express an overall opinion
      regarding such party’s assessment of compliance with the Relevant Servicing
      Criteria. If the Trustee and the Paying Agent are the same party, the
      attestation report caused to be furnished by the Trustee shall also address
      the
      Relevant Servicing Criteria of the Paying Agent. In the event that an overall
      opinion cannot be expressed, such registered public accounting firm shall state
      in such report why it was unable to express such an opinion. Such report must
      be
      available for general use and not contain restricted use language.

     

    (ii) Promptly
      after receipt of such report from the Paying Agent, the Trustee or any Servicing
      Function Participant engaged by such parties, the Trustee shall confirm that
      each assessment submitted pursuant subsection (a) of this Section 6.16 is
      coupled with an attestation meeting the requirements of this Section and notify
      the Depositor of any exceptions.

     

    (c) The
      Trustee’s and the Paying Agent’s obligation to provide assessments of compliance
      and attestations under this Section 6.16 shall terminate upon the filing of
      a
      Form 15 suspension notice on behalf of the Trust Fund. 

     

    Section
      6.17. Limitation
      on Liability of the Depositor and Others.

     

    (a) None
      of
      the Seller or the Depositor or any of the directors, officers, employees or
      agents of any of them shall be under any liability to the Trustee or the
      Certificateholders for any action taken or for refraining from the taking of
      any
      action in good faith pursuant to this Agreement, or for errors in judgment;
      provided,
      however,
      that
      this provision shall not protect the Seller or the Depositor or any such person
      against any liability that would otherwise be imposed by reason of willful
      misfeasance, bad faith or negligence in its performance of its duties or by
      reason of reckless disregard for its obligations and duties under this
      Agreement. The Seller and the Depositor and any director, officer, employee
      or
      agent of any of them shall be entitled to indemnification by the Trust Fund
      and
      will be held harmless against any loss, liability or expense incurred in
      connection with any legal action relating to this Agreement or the Certificates
      other than any loss, liability or expense incurred by reason of willful
      misfeasance, bad faith or negligence in the performance of his or its duties
      hereunder or by reason of reckless disregard of his or its obligations and
      duties hereunder. The Seller and the Depositor and any director, officer,
      employee or agent of any of them may rely in good faith on any document of
      any
      kind prima facie properly executed and submitted by any Person respecting any
      matters arising hereunder. 

     


    
      
        
        

      

      
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    ARTICLE
      VII

     

    PURCHASE
      AND TERMINATION

    OF
      THE
      TRUST FUND

     

    Section
      7.01. Termination
      of Trust Fund Upon Distribution to Certificateholders.

     

    (a) This
      Agreement and the respective obligations and responsibilities of the Depositor
      and the Trustee created hereby shall terminate upon the distribution to
      Certificateholders and the Trustee of the final payment made on the Underlying
      Security or, in the event that the Underlying Security is repurchased pursuant
      to Section 2.01, distribution of the amount specified in such Section 2.01;
      provided,
      however,
      that in
      no event shall the trust created hereby continue beyond the expiration of 21
      years from the death of the last survivor of the descendants of Joseph P.
      Kennedy, the late ambassador of the United States to the Court of St. James’s
      living on the date hereof.

     

    (b) The
      Trustee shall notify the Certificateholders of the Distribution Date upon which
      the Certificateholders may surrender their Certificates to the Trustee for
      payment of the final distribution and cancellation. Such notice shall be given
      promptly by the Trustee by letter to Certificateholders and the Rating Agencies
      mailed not later than three Business Days following the earlier of (a) the
      receipt of notice by the Trustee of the final Underlying Distribution Date
      for
      the Underlying Security and (b) the final distribution on the Underlying
      Security, specifying (i) the Distribution Date as of which the final
      distribution on the Certificates will be made upon presentation and surrender
      of
      Certificates at the office of the Trustee therein designated, (ii) the amount
      of
      any such final distribution and (iii) that the Record Date otherwise applicable
      to such Distribution Date is not applicable, distributions being made only
      upon
      presentation and surrender of the Certificates at the office of the Trustee
      therein specified. Upon presentation and surrender of a Certificate, the Trustee
      shall cause to be distributed to the Holder thereof the amount due and payable
      on such Certificate on the Final Distribution Date as provided in Article
      V.

     

    (c) Upon
      the
      termination of the Trust Fund pursuant to this Section 7.01, the duties of
      the
      Certificate Registrar with respect to the Certificates shall terminate and
      the
      Trustee shall terminate 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. 

     

    Section
      7.02. Failure
      of Certificateholders to Surrender Certificates.

     

    In
      the
      event that any of the Certificateholders shall not surrender their Certificates
      for cancellation within six months after the Final Distribution Date, the
      Trustee shall give a 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 such notice all the Certificates
      shall not have been surrendered for cancellation, the Trustee may take
      appropriate steps, or may appoint an agent to take appropriate steps, to contact
      the remaining Certificateholders concerning surrender of their Certificates,
      and
      the cost thereof shall be paid out of the funds and other assets that remain
      subject to the Trust Fund.

     


    
      
        
        

      

      
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    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 the Holders of Certificates evidencing
      not less than 25% of the Class Principal 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 to the
      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.

     


    
      
        
        

      

      
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    (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 none of 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. The Trustee shall
      promptly notify the others of receipt of any such instrument by it, and shall
      promptly forward a copy of such instrument to the others.

     

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

     

    (c) The
      ownership of Certificates (whether or not such Certificates shall be overdue
      and
      notwithstanding any notation of ownership or other writing thereon made by
      anyone other than the Trustee) shall be proved by the Certificate Register,
      and
      neither the Trustee 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.

     


    
      
        
        

      

      
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    ARTICLE
      IX

     

    [RESERVED.]

     

    ARTICLE
      X

     

    REMIC
      ADMINISTRATION

     

    Section
      10.01. REMIC
      Administration.

     

    (a) As
      set
      forth in the Preliminary Statement hereto, the Trustee shall elect REMIC status
      in accordance with the REMIC Provisions with respect to the REMIC. The Trustee
      shall make such elections on Forms 1066 or other appropriate federal tax or
      information return for the taxable year ending on the last day of the calendar
      year in which the Certificates are issued. For the purposes of such election,
      each of the Certificates, other than the Class R Certificate, is hereby
      designated as a regular interest in the REMIC. In addition, the Class R
      Certificate is hereby designated as the sole residual interest in the
      REMIC.

     

    (b) The
      Trustee shall pay any and all tax related expenses (not including taxes) of
      each
      REMIC, including but not limited to any professional fees or expenses related
      to
      audits or any administrative or judicial proceedings with respect to such REMIC
      that involve the Internal Revenue Service or state tax authorities, but only
      to
      the extent that (i) such expenses are ordinary or routine expenses, including
      expenses of a routine audit but not expenses of litigation (except as described
      in (ii)); or (ii) such expenses or liabilities (including taxes and penalties)
      are attributable to the negligence or willful misconduct of the Trustee in
      fulfilling its duties hereunder (including its duties as tax return preparer).
      The Trustee shall be entitled to reimbursement of expenses to the extent
      provided in clause (i) above from the Certificate Account, provided,
      however,
      the
      Trustee shall not be entitled to reimbursement for expenses incurred in
      connection with the preparation of tax returns and Form SS-4 as required by
      Section 6.12 and this Section 10.01.

     

    (c) The
      Trustee shall prepare, sign and file all of each REMIC’s federal and applicable
      state tax and information returns as such REMIC’s direct representative. As used
      in the previous sentence, “applicable state tax and information returns” shall
      mean such returns as may be required by the laws of any state, the applicability
      of which to the Trust Fund shall have been confirmed to the Trustee in writing
      either (i) by the delivery to the Trustee of an Opinion of Counsel to such
      effect, or (ii) by delivery to the Trustee of a written notification to such
      effect by the taxing authority of such state. The expenses of preparing and
      filing such returns shall be borne by the Trustee. If any Disqualified
      Organization acquires any Ownership Interest in a Residual Certificate, then
      the
      Trustee will upon request provide to the Internal Revenue Service, and to the
      persons specified in Sections 860E(e)(3) and (6) of the Code, such information
      as required in Section 860D(a)(6)(B) of the Code needed to compute the tax
      imposed under Section 860E(e) of the Code on transfers of residual interests
      to
      disqualified organizations. The Trustee shall be entitled to additional
      compensation from such person for the cost of providing such
      information.

     

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

     


    
      
        
        

      

      
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    If,
      after
      the Closing Date, as a result of any changes to the Code, the REMIC Provisions,
      or other compliance guidance issued by the Internal Revenue Service or any
      state
      or local taxing authority, the Trustee shall have additional duties or
      obligations pursuant to this subsection (d), the Trustee shall be entitled
      to
      receive reasonable compensation from the Trust Fund for the performance of
      its
      duties under this subsection (d); provided,
      however,
      that
      such compensation shall not exceed $5,000 per year.

     

    (e) The
      Trustee and the Holders of Certificates shall take any action within their
      respective control and scope of its duties 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. None of the Trustee or the Holder of any Residual
      Certificate shall take any action within their respective control, cause any
      REMIC to take any action or fail to take (or fail to cause to be taken) any
      action within its control and in the scope of its duties that, under the REMIC
      Provisions, if taken or not taken, as the case may be, could (i) endanger
      the status of any REMIC as a REMIC or (ii) result in the imposition of a tax
      upon any 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 any REMIC or the assets
      therein, or causing any 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 designees, in writing, with
      respect to whether such action could cause an Adverse REMIC Event to occur
      with
      respect to any REMIC, and no such Person shall take any such action or cause
      any
      REMIC to take any such action as to which the Trustee has advised it in writing
      that an Adverse REMIC Event could occur.

     

    (f) 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
      it
      has actual knowledge that such taxes were 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.

     

    (g) 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.

     

    (h) 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.

     

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

     

    (j) Upon
      the
      request of any Rating Agency, the Trustee shall deliver to such Rating Agency
      an
      Officer’s Certificate stating, without regard to any actions taken by any party
      other than the Trustee, the Trustee’s compliance with the provisions of this
      Section 10.01 applicable to it.

     

    Section
      10.02. Prohibited
      Transactions and Activities.

     

    Neither
      the Depositor nor the Trustee shall sell or dispose of the Underlying Security,
      except in a disposition pursuant to (i) the bankruptcy of the Trust Fund or
      (ii)
      the termination of each REMIC pursuant to Article VII of this Agreement, nor
      acquire any assets for any REMIC, 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 or disposition) that such disposition,
      acquisition or acceptance will not (a) affect adversely the status of such
      REMIC
      as a REMIC or of the Certificates, other than the Class R Certificate, 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.

     

     


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


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

     

    In
      the
      event that a REMIC fails to qualify as a REMIC, loses its status as a REMIC,
      or
      incurs federal, state or local taxes as a result of a prohibited transaction
      or
      prohibited contribution under the REMIC Provisions due to the negligent
      performance by the Trustee of its duties and obligations set forth herein,
      the
      Trustee shall indemnify the Holder of the Residual Certificate against any
      and
      all losses, claims, damages, liabilities or expenses (“Losses”) resulting from
      such negligence; provided,
      however,
      that the
      Trustee shall not be liable for any such Losses attributable to the action
      or
      inaction of the Depositor, or the Holder of such Residual Certificate, as
      applicable, or 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 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 the Prospectus or in the Underlying
      Prospectus; or to correct or supplement any provision herein which may be
      inconsistent with any other provisions herein, (iii) to make any other
      provisions with respect to matters or questions arising under this Agreement
      or
      (iv) to add, delete, or amend any provisions to the extent necessary or
      desirable to comply with any requirements imposed by the Code and the REMIC
      Provisions. No such amendment effected pursuant to the preceding sentence shall,
      as evidenced by an Opinion of Counsel, adversely affect the status of any REMIC
      created pursuant to this Agreement, nor shall such amendment effected pursuant
      to clause (iii) of such sentence adversely affect in any material respect the
      interests of any Holder. Prior to entering into any amendment without the
      consent of Holders pursuant to this paragraph, the Trustee may require an
      Opinion of Counsel (at the expense of the party requesting such amendment)
      to
      the effect that such amendment is permitted under this paragraph. Any such
      amendment shall be deemed not to adversely affect in any material respect any
      Holder if the Trustee receives written confirmation from each Rating Agency
      that
      such amendment will not cause such Rating Agency to reduce, qualify or withdraw
      the then current rating assigned to the Certificates (and any Opinion of Counsel
      requested by the Trustee in connection with any such amendment may rely
      expressly on such confirmation as the basis therefor).

     


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    (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 Principal
      Amount (or Percentage Interest) of each Class of Certificates affected thereby
      for the purpose of adding any provisions to or changing in any manner or
      eliminating any of the provisions of this Agreement or of modifying in any
      manner the rights of the Holders; provided,
      however,
      that no
      such amendment shall be made unless the Trustee receives an Opinion of Counsel,
      at the expense of the party requesting the change, that such change will not
      cause an Adverse REMIC Event; and provided, further, that no such amendment
      may
      (i) reduce in any manner the amount of, or delay the timing of, payments
      received on Underlying Security which are required to be distributed on any
      Certificate, without the consent of the Holder of such Certificate or (ii)
      reduce the aforesaid percentages of Class Principal Amount (or Percentage
      Interest) of Certificates of each Class, the Holders of which are required
      to
      consent to any such amendment without the consent of the Holders of 100% of
      the
      Class Principal Amount (or Percentage Interest) of each Class of Certificates
      affected thereby. For purposes of this paragraph, references to “Holder” or
“Holders” shall be deemed to include, in the case of any Class of Book-Entry
      Certificates, the related Certificate Owners.

     

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

     

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

     

    (e) Notwithstanding
      anything to the contrary in this Section 11.03, this Agreement may be amended
      from time to time by the Depositor and the Trustee to the extent necessary,
      in
      the judgment of the Depositor and its counsel, to comply with the
      Rules.

     

    (f) Prior
      to
      the execution of any amendment to this Agreement, the Trustee shall be entitled
      to receive and rely upon an Opinion of Counsel addressed to it stating that
      the
      execution of such amendment is authorized or permitted by this Agreement. The
      Trustee may, but shall not be obligated to, enter into any such amendment which
      affects the Trustee’s own rights, duties or immunities under this
      Agreement.

     

    Section
      11.04. Voting
      Rights.

     

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

     

     


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    Section
      11.05. Provision
      of Information.

     

    (a) The
      Trustee will make available to any person to whom a Prospectus was delivered,
      upon the request of such person specifying the document or documents requested,
      (i) a copy (excluding exhibits) of any report on Form 8-K or Form 10-K filed
      by
      it with the Securities and Exchange Commission pursuant to Section 6.12(c)
      and
      (ii) a copy of any other document incorporated by reference in the Prospectus
      to
      the extent in the possession of the Trustee. Any reasonable out-of-pocket
      expenses incurred by the Trustee in providing copies of such documents shall
      be
      reimbursed by the Depositor.

     

    (b) On
      each
      Distribution Date, the Trustee shall deliver or cause to be delivered by first
      class mail or make available on its website 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 GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER
      THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS
      AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
      SUCH LAWS.

     

    Section
      11.07. Notices.

     

    All
      demands, notices and communications hereunder shall be in writing and shall
      be
      deemed to have been duly given when delivered to such party at the relevant
      address, facsimile number or electronic mail address set forth below (or at
      such
      other address, facsimile number or electronic mail address as such party may
      designate from time to time by written notice in accordance with this Section
      11.07): (a) in the case of the Depositor, Structured Asset Securities
      Corporation, 745 Seventh Avenue, 13th
      Floor,
      New York, New York 10019, Attention:
      Mortgage Finance, LMT 2008-3
      and (b)
      in the case of the Trustee, its Corporate Trust Office, 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.

     

     


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    


    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.

     

    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; and

     

    (ii) 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
      S&P, to:

    


    Standard
      & Poor’s Ratings Services

    55
      Water
      Street, 41st Floor

    New
      York,
      New York 10041

    Attention:
      Residential Mortgage Surveillance

    


    If
      to Fitch, to:

    


    Fitch
      Ratings

    One
      State
      Street Plaza

    New
      York,
      New York 10004

    Attention:
      Residential Mortgages

    


    (c) The
      Trustee shall provide or make available to the Rating Agencies reports prepared
      pursuant to Section 4.03. In addition, the Trustee shall, at the expense of
      the
      Trust Fund, make available to each Rating Agency such information as such Rating
      Agency may reasonably request regarding the Certificates or the Trust Fund,
      to
      the extent that such information is reasonably available to the
      Trustee.

     

     


    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    


    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. Action
      Under and Conflicts With Underlying Trust Agreement.

     

    Subject
      to the terms hereof, in the event that there shall be any matters arising under
      the Underlying Trust Agreement which require the vote or direction of the
      Holders of the Underlying Certificates, the Trustee, as Holder of the Underlying
      Security, shall vote the Underlying Security in accordance with instructions
      received from holders of 66 2/3% of the Voting Rights otherwise allocable to
      each Class of Certificates, other than the Class R Certificate. In the absence
      of any such instructions, the Trustee shall not vote.

     

    



    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    


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

     

    


    
      	 	
              STRUCTURED
                ASSET SECURITIES CORPORATION,

              as
                Depositor

               

               

            
	 	
              By:
                /s/ Michael Hitzmann

            
	 	
              Name:
                Michael Hitzmann

            
	 	
              Title:
                Senior Vice President

               

               

            
	 	
              WELLS
                FARGO BANK, N.A.,

            
	 	
              as
                Trustee

               

               

            
	 	
              By:
                /s/ Martin Reed    

            
	 	
              Name:
                Martin Reed

            
	 	
              Title:
                Vice President

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    FORMS
      OF
      CERTIFICATES

     

    



    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-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. 

     

    4. That
      the
      Purchaser either (x) is not, and on __________________ [date of transfer] will
      not be, an employee benefit plan or other retirement arrangement subject to
      Section 406 of the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”), or Section 4975 of the Code (“Code”), (collectively, a “Plan”) or a
      person acting on behalf of any such Plan or investing the assets of any such
      Plan to acquire a Residual Certificate; (y) is an insurance company that is
      purchasing the Certificate with funds contained in an “insurance company general
      account” as defined in Section V(e) of Prohibited Transaction Class Exemption
      (“PTCE”) 95-60 and the purchase and holding of the Certificate are covered under
      Sections I and III of PTCE 95-60; or (z) herewith delivers to the Certificate
      Registrar an opinion of counsel satisfactory to the Certificate Registrar,
      and
      upon which the Trustee, the Certificate Registrar and the Depositor shall be
      entitled to rely, to the effect that the purchase or holding of such Residual
      Certificate by the Investor will not result in any non-exempt prohibited
      transactions under Title I of ERISA or Section 4975 of the Code and will not
      subject the Trustee, the Certificate Registrar 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 Trust Fund
      or
      any of the above parties.

     

    5. That
      the
      Purchaser hereby acknowledges that under the terms of the Trust Agreement (the
      “Agreement”) dated as of May 1, 2008, between Structured Asset Securities
      Corporation, as Depositor and Wells Fargo Bank, N.A., as Trustee, no transfer
      of
      a Residual Certificate shall be permitted to be made to any person unless the
      Depositor and the Certificate Registrar have received a certificate from such
      transferee containing the representations in paragraphs 3, 4 and 5
      hereof.

     

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

     


    
      
        
        

      

      
        B-1-1

        
          

        

      

      
        
        

      

    


    7. That
      the
      Purchaser does not have the intention to impede the assessment or collection
      of
      any federal, state or local taxes legally required to be paid with respect
      to
      such Residual Certificate, and that the Purchaser has provided financial
      statements or other financial information requested by the transferor in
      connection with the transfer of the Residual Certificate in order to permit
      the
      transferor to assess the financial capability of the Purchaser to pay such
      taxes.

     

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

     

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

     

    10. That
      the
      Purchaser (i) is a U.S. Person or (ii) is a Non-U.S. Person that holds a
      Residual Certificate in connection with the conduct of a trade or business
      within the United States and has furnished the transferor and the Certificate
      Registrar with an effective Internal Revenue Service Form W-8 ECI (Certificate
      of Foreign Person’s Claim for exception From Withholding on Income Effectively
      Connected with the Conduct of a Trade or Business in the United States) or
      successor form at the time and in the manner required by the Code. “Non-U.S.
      Person” means any person other than (i) a citizen or resident of the United
      States; (ii) a corporation (or entity treated as a corporation for tax purposes)
      created or organized in the United States or under the laws of the United States
      or of any state thereof, including, for this purpose, the District of Columbia;
      (iii) a partnership (or entity treated as a partnership for tax purposes)
      organized in the United States or under the laws of the United States or of
      any
      state thereof, including, for this purpose, the District of Columbia (unless
      provided otherwise by future Treasury regulations); (iv) an estate whose income
      is includible in gross income for United States income tax purposes regardless
      of its source; (v) a trust, if a court within the United States is able to
      exercise primary supervision over the administration of the trust and one or
      more U.S. Persons have authority to control all substantial decisions of the
      trust; (vi) and, to the extent provided in Treasury regulations, certain trusts
      in existence prior to August 20, 1996 that are treated as United States persons
      prior to such date and elect to continue to be treated as United States
      persons.

     

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

     

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

     


    
      
        
        

      

      
        B-1-2

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Purchaser has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its [title of
      officer] this _____ day of __________, 20__.

     

    
      	 	
              ______________________________________

            
	 	
              [name
                of Purchaser]

            
	 	 
	 	
              By:___________________________________

            
	 	
              Name:
                

            
	 	
              Title:
                

            
	 	 


    

     

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

     

    Subscribed
      and sworn before me this _____ day of __________, 20__.

     

    NOTARY
      PUBLIC

     

    _________________________________

     

    COUNTY
      OF_____________________

     

    STATE
      OF_______________________

     

    My
      commission expires the _____ day of __________, 20__.


    
      
        
        

      

      
        B-1-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-2

     

    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

     

    __________________

        Date

     

    
      	
              Re:

            	
              Lehman
                Mortgage Trust

            
	 	
              Mortgage
                Pass-Through Certificates

            
	 	
              Series
                2008-3                                          
                

            


    

     

    _______________________
      (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:


    
      
        
        

      

      
        B-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    SCHEDULE
      OF UNDERLYING SECURITIES

     

    
      	 	
              Certificate
                Designation

            	 	
              Class

            	 	
              Approximate
                Outstanding Principal Amount ($) (as of May 30,
                2008)

            	 	
              Percentage
                Interest (%)

            
	
              1

            	
              Lehman
                Mortgage Trust, Series 2007-1, Mortgage Pass-Through
                Certificates

            	 	
              2A-1

            	 	
              $252,280,617.00

            	 	
              100

            


    


    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    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 2008-3 (the “Restricted
      Certificates”) of Structured Asset Securities Corporation (the “Depositor”)
      which are held in the form of Definitive Certificates, we confirm
      that:

     

    
      	
              (1)

            	
              We
                understand that the Restricted 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 Restricted Certificates within two years of the later of
                the date
                of original issuance of the Restricted Certificates or the last day
                on
                which such Restricted Certificates are owned by the Depositor or
                any
                affiliate of the Depositor (which includes the Placement Agent) we
                will do
                so only (A) to the Depositor, (B) to “qualified institutional buyers”
                (within the meaning of Rule 144A under the Securities Act) in accordance
                with Rule 144A under the Securities Act (“QIBs”), (C) pursuant to the
                exemption from registration provided by Rule 144 under the Securities
                Act,
                or (D) to an institutional “accredited investor” within the meaning of
                Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities
                Act
                that is not a QIB (an “Institutional Accredited Investor”) which, prior to
                such transfer, delivers to the Trustee under the Trust Agreement
                dated as
                of May 1, 2008, (the “Trust Agreement”), between Structured Asset
                Securities Corporation, as Depositor and Wells Fargo Bank, N.A.,
                as
                Trustee, a signed letter in the form of this letter; and we further
                agree,
                in the capacities stated above, to provide to any person purchasing
                any of
                the Restricted Certificates from us a notice advising such purchaser
                that
                resales of the Restricted Certificates are restricted as stated
                herein.

            


    

     

    
      	
              (2)

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

            


    

     

    
      	
              (3)

            	
              We
                are acquiring the Restricted 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 Restricted 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
                Restricted 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.

            


    

     


    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    


    
      	
              (5)

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

            


    

     

    
      	
              (6)

            	
              If
                we are acquiring ERISA-Restricted Certificates, we understand that
                in
                accordance with ERISA, the Code and the Exemption, no Plan and no
                person
                acting on behalf of such a Plan may acquire such Certificate except
                in
                accordance with Section 3.03(d) of the Trust
                Agreement.

            


    

     

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

     


    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    


    The
      Certificate Registrar 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:

            


    


    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    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. In
      the
      case of an ERISA-Restricted Certificate, the Investor either (x) is not, and
      on
      ___________ [date of transfer] will not be, an employee benefit plan or other
      retirement arrangement subject to Section 406 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”), (collectively, a “Plan”) or a
      person acting on behalf of any such Plan or investing the assets of any such
      Plan; (y) if the Certificate has been the subject of an ERISA-Qualifying
      Underwriting, is an insurance company that is purchasing the Certificate with
      funds contained in an “insurance company general account” as defined in Section
      V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60 and the purchase
      and holding of the Certificate are covered under Sections I and III of PTCE
      95-60; or (z) herewith delivers to the Certificate Registrar an opinion of
      counsel satisfactory to the Certificate Registrar, and upon which the Trustee,
      the Certificate Registrar 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 any non-exempt prohibited transactions under Title I of ERISA or
      Section 4975 of the Code and will not subject the Trustee, the Depositor or
      the
      Certificate Registrar 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 Trust Fund or any of the above parties.

     

    3. The
      Investor hereby acknowledges that under the terms of the Trust Agreement dated
      as of May 1, 2008, (the “Agreement”), between Structured Asset Securities
      Corporation, as Depositor and Wells Fargo Bank, N.A., as Trustee, no transfer
      of
      the ERISA-Restricted Certificates shall be permitted to be made to any person
      unless the Depositor and Certificate Registrar have received a certificate
      from
      such transferee in the form hereof.

     


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Investor has caused this instrument to be executed on
      its
      behalf, pursuant to proper authority, by its duly authorized officer, duly
      attested, this ____ day of _______________, 20__.

     

    
      	 	
                                                                                                          

            
	 	
              [Investor]

            
	 	 
	 	
              By:_____________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

     

    ATTEST:

     

                                                           
      

     

    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            


    

     

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

     

    Subscribed
      and sworn before me this _____ day of ___________ 20___.

     

    __________________________________

    NOTARY
      PUBLIC

     

    My
      commission expires the

    ____
      day
      of __________, 20__.


    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

     

    TRANSACTION
      PARTIES

     

    Depositor: Structured
      Asset Securities Corporation

    


    Trustee:
       Wells
      Fargo Bank, N.A.

    


    Sponsor
      and Seller: Lehman Brothers Holdings, Inc.

    



    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-1

     

    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
              Item
                1: Distribution and Pool Performance Information

               

            	 
	
              Information
                included in the Distribution Date Statement

            	
              Trustee

            
	
              Any
                information required by 1121 which is NOT included on the Distribution
                Date Statement

            	
              Depositor

            
	
              Item
                2: Legal Proceedings

               

              Any
                legal proceeding pending against the following entities or their
                respective property, that is material to Certificateholders, including
                any
                proceedings known to be contemplated by governmental
                authorities:

            	 
	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee
                and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                (if a party to the Trust Agreement) or Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other party contemplated by 1100(d)(1)

            	
              Depositor

            
	
              Item
                3: Sale of Securities and Use of Proceeds

              Information
                from Item 2(a) of Part II of Form 10-Q:

               

              With
                respect to any sale of securities by the sponsor, depositor or issuing
                entity, that are backed by the same asset pool or are otherwise issued
                by
                the issuing entity, whether or not registered, provide the sales
                and use
                of proceeds information in Item 701 of Regulation S-K. Pricing information
                can be omitted if securities were not registered.

            	
              Depositor

            
	
              Item
                4: Defaults Upon Senior Securities

               

              Information
                from Item 3 of Part II of Form 10-Q:

               

              Report
                the occurrence of any event of default (after expiration of any grace
                period and provision of any required notice)

            	
              Trustee

            
	
              Item
                5: Submission of Matters to a Vote of Security
                Holders

               

              Information
                from Item 4 of Part II of Form 10-Q

            	
              Trustee

            


    

     

    
      
        
        

      

      
        G-1-1

        
          

        

      

      
        
        

      

    

    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            


    

    
      	
              Item
                6: Significant Obligors of Pool Assets

               

              Item
                1112(b) - Significant
                Obligor Financial Information*

            	
              Depositor

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Item.

            	 
	
              Item
                7: Significant Enhancement Provider Information

               

              Item
                1114(b)(2) - Credit Enhancement Provider Financial
                Information*

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Depositor

            
	
              ▪
                Requesting required financial information (including any required
                accountants’ consent to the use thereof) or effecting incorporation by
                reference

            	
              Depositor

            
	
              Item
                1115(b) - Derivative Counterparty Financial
                Information*

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Depositor

            
	
              ▪
                Requesting required financial information (including any required
                accountants’ consent to the use thereof) or effecting incorporation by
                reference

            	
              Depositor

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	 
	
              Item
                8: Other Information

               

              Disclose
                any information required to be reported on Form 8-K during the period
                covered by the Form 10-D but not reported

            	
              Any
                party responsible for the applicable Form 8-K Disclosure
                item

            
	
              Item
                9: Exhibits

            	 
	
              Monthly
                Statement to Certificateholders

            	
              Trustee

            
	
              Exhibits
                required by Item 601 of Regulation S-K, such as material
                agreements

            	
              Depositor

            


    

    _______________________

    



    
      
        
        

      

      
        G-1-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-2

     

    
      	
              ADDITIONAL
                FORM 10-K DISCLOSURE

            
	
              Item
                on Form 10-K

            	
              Party
                Responsible 

            
	
              Item
                1B: Unresolved Staff Comments

               

            	
              Depositor

            
	
              Item
                9B: Other Information

              Disclose
                any information required to be reported on Form 8-K during the fourth
                quarter covered by the Form 10-K but not reported

            	
              Any
                party responsible for disclosure items on Form 8-K

            
	
              Item
                15: Exhibits, Financial Statement Schedules

            	
              Depositor

            
	
              Reg
                AB Item 1112(b): Significant Obligors of Pool
                Assets

            	 
	
              Significant
                Obligor Financial Information*

            	
              Depositor

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Item.

            	 
	
              Reg
                AB Item 1114(b)(2): Credit Enhancement Provider Financial
                Information

            	 
	
              ▪
                Determining applicable disclosure threshold

            	
              Depositor

            
	
              ▪
                Requesting required financial information (including any required
                accountants’ consent to the use thereof) or effecting incorporation by
                reference

            	
              Depositor

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	 
	
              Reg
                AB Item 1115(b): Derivative Counterparty Financial
                Informa

              tion

            	 
	
              ▪
                Determining current maximum probable exposure

            	
              Depositor

            
	
              ▪
                Determining current significance percentage

            	
              Depositor

            
	
              ▪
                Requesting required financial information (including any required
                accountants’ consent to the use thereof) or effecting incorporation by
                reference

            	
              Depositor

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	 
	
              Reg
                AB Item 1117: Legal Proceedings

               

              Any
                legal proceeding pending against the following entities or their
                respective property, that is material to Certificateholders, including
                any
                proceedings known to be contemplated by governmental
                authorities:

            	 


    

     

    
      
        
        

      

      
        G-2-1

        
          

        

      

      
        
        

      

      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              


      

    

    
      	
              ▪
                Issuing Entity (Trust Fund)

            	
              Trustee
                and Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Seller
                (if a party to the Trust Agreement) or Depositor

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other party contemplated by 1100(d)(1)

            	
              Depositor

            
	
              Reg
                AB Item 1119: Affiliations and Relationships

            	 
	
              Whether
                (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate
                of
                the following parties, and (b) to the extent known and material,
                any of
                the following parties are affiliated with one another:

            	
              Depositor
                as to (a) 

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor

            
	
              Whether
                there are any “outside the ordinary course business arrangements” other
                than would be obtained in an arm’s length transaction between (a) the
                Sponsor (Seller), Depositor or Issuing Entity on the one hand, and
                (b) any
                of the following parties (or their affiliates) on the other hand,
                that
                exist currently or within the past two years and that are material
                to a
                Certificateholder’s understanding of the Certificates:

            	
              Depositor
                as to (a) 

            
	
              ▪
                Trustee

            	
              Depositor

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor

            
	
              Whether
                there are any specific relationships involving the transaction or
                the pool
                assets between (a) the Sponsor (Seller), Depositor or Issuing Entity
                on
                the one hand, and (b) any of the following parties (or their affiliates)
                on the other hand, that exist currently or within the past two years
                and
                that are material:

            	
              Depositor
                as to (a) 

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Any other 1101(d)(1) material party

            	
              Depositor

            


    

    



    
      
        
        

      

      
        G-2-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-3

     

    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            
	
              Item
                1.01- Entry into a Material Definitive Agreement

               

              Disclosure
                is required regarding entry into or amendment of any definitive agreement
                that is material to the securitization, even if depositor is not
                a party.
                

               

              Examples:
                servicing agreement, custodial agreement.

               

              Note:
                disclosure not required as to definitive agreements that are fully
                disclosed in the prospectus

            	
              All
                parties (with respect to any agreement entered into by such
                party)

            
	
              Item
                1.02- Termination of a Material Definitive Agreement

               

              Disclosure
                is required regarding termination of any definitive agreement that
                is
                material to the securitization (other than expiration in accordance
                with
                its terms), even if depositor is not a party. 

               

              Examples:
                servicing agreement, custodial agreement.

            	
              All
                parties (with respect to any agreement entered into by such
                party)

            
	
              Item
                1.03- Bankruptcy or Receivership

               

              Disclosure
                is required regarding the bankruptcy or receivership, with respect
                to any
                of the following: 

            	
              Depositor

            
	
              ▪
                Sponsor (Seller)

            	
              Depositor/Sponsor
                (Seller)

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Significant Obligor

            	
              Depositor

            
	
              Item
                2.04- Triggering Events that Accelerate or Increase a Direct Financial
                Obligation or an Obligation under an Off-Balance Sheet
                Arrangement

               

              Includes
                an early amortization, performance trigger or other event, including
                event
                of default, that would materially alter the payment priority/distribution
                of cash flows/amortization schedule.

               

              Disclosure
                will be made of events other than waterfall triggers which are disclosed
                in the monthly statements to the certificateholders.

            	
              Depositor

              Trustee

            


    

     

    
      
        
        

      

      
        G-3-1

        
          

        

      

      
        
        

      

    

    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            


    

    
      	
              Item
                3.03- Material Modification to Rights of Security
                Holders

               

              Disclosure
                is required of any material modification to documents defining the
                rights
                of Certificateholders, including the Trust Agreement.

            	
              Trustee
                and Depositor

            
	
              Item
                5.03- Amendments of Articles of Incorporation or Bylaws; Change of
                Fiscal
                Year

              Disclosure
                is required of any amendment “to the governing documents of the issuing
                entity”.

            	
              Depositor

            
	
              Item
                6.01- ABS Informational and Computational
                Material

            	
              Depositor

            
	
              Item
                6.02- Change of Servicer or Trustee

               

              Requires
                disclosure of any removal, replacement, substitution or addition of any
                master servicer, affiliated servicer, other servicer servicing 10%
                or more
                of pool assets at time of report, other material servicers or
                trustee.

            	
              Depositor/

              Trustee

            
	
              Reg
                AB disclosure about any new servicer or master servicer is also
                required.

            	
              Depositor

            
	
              Reg
                AB disclosure about any new Trustee is also required.

            	
              Successor
                Trustee

            
	
              Item
                6.03- Change in Credit Enhancement or External
                Support

              Covers
                termination of any enhancement in manner other than by its terms,
                the
                addition of an enhancement, or a material change in the enhancement
                provided. Applies to external credit enhancements as well as derivatives.
                

            	
              Depositor/Trustee

            
	
              Reg
                AB disclosure about any new enhancement provider is also
                required.

            	
              Depositor

            
	
              Item
                6.04- Failure to Make a Required Distribution

            	
              Trustee

            
	
              Item
                6.05- Securities Act Updating Disclosure

               

              If
                any material pool characteristic differs by 5% or more at the time
                of
                issuance of the securities from the description in the final prospectus,
                provide updated Reg AB disclosure about the actual asset
                pool.

            	
              Depositor

            


    

    

      
        
          
          

        

        
          G-3-2

          
            

          

        

        
          
          

        

      

    

     

    
      	
              FORM
                8-K DISCLOSURE INFORMATION

            
	
              Item
                on Form 8-K

            	
              Party
                Responsible 

            


    

    
      	
              If
                there are any new servicers or originators required to be disclosed
                under
                Regulation AB as a result of the foregoing, provide the information
                called
                for in Items 1108 and 1110 respectively.

            	
              Depositor

            
	
              Item
                7.01- Reg FD Disclosure

            	
              All
                parties

            
	
              Item
                8.01- Other Events

               

              Any
                event, with respect to which information is not otherwise called
                for in
                Form 8-K, that the registrant deems of importance to
                certificateholders.

            	
              Depositor

            
	
              Item
                9.01- Financial Statements and Exhibits

            	
              Responsible
                party for reporting/disclosing the financial statement or
                exhibit

            


    

    



    
      
        
        

      

      
        G-3-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G-4

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

     

    


    Wells
      Fargo Bank, N.A., as Trustee

    P.O.
      Box
      98

    Columbia,
      Maryland 21046

    Attention:
      Client Service Manager, LMT 2008-3 - SEC Report Processing

    (or
      in
      the case of overnight deliveries, 

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attention:
      Client Service Manager, LMT 2008-3 - SEC Report Processing)

    


    RE:
      **Additional Form [10-D][10-K][8-K] Disclosure** Required

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section [   ] of the Trust Agreement, dated as of
May
      1, 2008,
      by and
      between Structured Asset Securities Corporation, as Depositor and Wells
      Fargo Bank, N.A.,
      as
      Trustee, the undersigned, as
      [           ], hereby notifies
      you that certain events have come to our attention that [will] [may] need to
      be
      disclosed on Form [10-D][10-K][8-K].

     

    Description
      of Additional Form [10-D][10-K][8-K] Disclosure:

     

    


    


    


    List
      of any Attachments hereto to be included in the Additional Form
      [10-D][10-K][8-K] Disclosure:

     

    


    


    


    Any
      inquiries related to this notification should be directed to
      [              ],
      phone number: [       ]; email address:
      [              ].


     

    [NAME
      OF
      PARTY],

    as
      [role]

     

    By:                 

    Name:

    Title:


    
      
        
        

      

      
        G-4-1

        
          

        

      

      
        
        

      

    


    


    
      	
              cc:

            	
              Structured
                Asset Securities Corporation

            
	 	
              745
                Seventh Avenue, 13th Floor

            
	 	
              New
                York, New York 10019

            
	 	
              Attention:
                Mortgage Finance, LMT 2008-3

            


    

    


     


    
      
        
        

      

      
        G-4-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H

     

    FORM
      OF
      BACK-UP CERTIFICATION

     

    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 13th Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance, LMT 2008-3

    


    
      	
              Re:

            	
              Lehman
                Mortgage Trust

            
	 	
              Mortgage
                Pass-Through Certificates, Series
                2008-3

            


    

    


    The
      Trustee hereby certifies to the Depositor and its officers, directors and
      affiliates, and with the knowledge and intent that they will rely upon this
      certification, that:

     

    (1) I
      have
      reviewed the annual report on Form 10-K for the fiscal year [____] (the “Annual
      Report”), and all reports on Form 10-D required to be filed in respect of period
      covered by the Annual Report (collectively with the Annual Report, the
“Reports”), of the Trust;

     

    (2) To
      my
      knowledge, (a)
      the
      Reports, taken as a whole, do not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by the Annual Report,
      and (b)
      the Trustee’s assessment of compliance and related attestation report referred
      to below, taken as a whole, do not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by such assessment of compliance and
      attestation report;

     

    (3) To
      my
      knowledge, the distribution information required to be provided by the Trustee
      under the Trust Agreement for inclusion in the Reports is included in the
      Reports;

     

    (4) I
      am
      responsible for reviewing the activities performed by the Trustee under the
      Trust Agreement, and based on my knowledge and the compliance review conducted
      in preparing the assessment of compliance of the Trustee required by the Trust
      Agreement, and except as disclosed in the Reports, the Trustee has fulfilled
      its
      obligations under the Trust Agreement in all material respects; and

     

    (5) The
      report on assessment of compliance with servicing criteria applicable to the
      Trustee for asset-backed securities of the Trustee and each Subcontractor
      utilized by the Trustee and related attestation report on assessment of
      compliance with servicing criteria applicable to it required to be included
      in
      the Annual Report in accordance with Item 1122 of Regulation AB and Exchange
      Act
      Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual Report.
      Any material instances of non-compliance are described in such report and have
      been disclosed in the Annual Report.

     

    In
      giving
      the certifications above, the Trustee has reasonably relied on information
      provided to it by the following unaffiliated parties:
      [_____________]

     

    


    Date:      


    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    


    


    


    Wells
      Fargo Bank, N.A.,
      as
      Trustee

    


                                                   
      

    [Signature]

    [Title]

    



    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

     

    FORM
      OF
      CERTIFICATION REGARDING SERVICING CRITERIA TO BE ADDRESSED IN REPORT ON
      ASSESSMENT OF COMPLIANCE

     

    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent

              (including
                the Trustee if acting as Paying Agent)

            	
              Trustee

            
	 	
              General Servicing
                 Considerations

            	 	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	 	 
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.


            	 	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the pool assets are maintained. 

            	
               

            	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements. 

            	 	 
	 	
              Cash Collection and Administration

            	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	
              X

            
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel. 

            	
              X

            	 
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction agreements.
                

            	 	 
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements. 

            	 	 


    

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent

              (including
                the Trustee if acting as Paying Agent)

            	
              Trustee

            


    

    
      	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.
                

            	 	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized access.
                

            	
              X

            	 
	
              1122(d)(2)(vii)
                

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements. 

            	
              X

            	 
	 	
              Investor
                Remittances and Reporting

            	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of pool assets serviced by the Servicer.
                

            	 	
              X

            


    

     

    
      
        
        

      

      
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              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent

              (including
                the Trustee if acting as Paying Agent)

            	
              Trustee

            


    

    
      	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements. 

            	
              X

            	
              X

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements. 

            	
              X

            	 
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank statements.
                

            	
              X

            	 
	 	
              Pool
                Asset Administration

            	 	 
	
              1122(d)(4)(i)
                

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents. 

            	
               

            	
              X1 

            
	
              1122(d)(4)(ii)

            	
              Pool
                assets and related documents are safeguarded as required by the
                transaction agreements 

            	
               

            	
              X1

            
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements. 

            	
               

            	
              X

            
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents. 

            	 	 


    

     

                                            


    1 With respect to the Underlying Security, but
      not
      the Underlying Mortgage Loans.

     

    
      
        
        

      

      
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              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent

              (including
                the Trustee if acting as Paying Agent)

            	
              Trustee

            


    

    
      	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal balance.
                

            	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor’s pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents. 

            	 	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements. 

            	 	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or unemployment).
                

            	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents. 

            	 	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements. 

            	 	 


    

     

    
      
        
        

      

      
        I-4

        
          

        

      

      
        
        

      

    

    
      	
              Reg
                AB Reference

            	
              Servicing
                Criteria

            	
              Paying
                Agent

              (including
                the Trustee if acting as Paying Agent)

            	
              Trustee

            


    

    
      	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided
                that such support has been received by the servicer at least 30 calendar
                days prior to these dates, or such other number of days specified
                in the
                transaction agreements. 

            	 	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the Servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission. 

            	 	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements. 

            	 	 
	
              1122(d)(4)(xiv)
                

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements. 

            	 	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements. 

            	 	 


    

    


    



    
      
        
        

      

      
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