EXECUTION

     

    STRUCTURED
      ASSET SECURITIES CORPORATION, as Depositor,

     

    


    AURORA
      LOAN SERVICES LLC, as Master Servicer,

     

    and

     

    WELLS
      FARGO BANK, N.A.,

    as
      Trustee

     

    
      
        

      

       

    

    TRUST
      AGREEMENT

     

    Dated
      as
      of February 1, 2008

     

    
      
 

    LEHMAN
      MORTGAGE TRUST

    MORTGAGE
      PASS-THROUGH CERTIFICATES

    SERIES
      2008-2

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      
        	 	 	
                Page

              
	
                ARTICLE
                  I DEFINITIONS

              	 	
                5

              
	 	 	 
	
                Section
                  1.01. Definitions.

              	 	
                5

              
	
                Section
                  1.02. Calculations Respecting Mortgage Loans.

              	 	
                43

              
	 	 	 
	
                ARTICLE
                  II DECLARATION OF TRUST; ISSUANCE OF CERTIFICATES

              	 	
                44

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

              	 	
                44

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

              	 	
                48

              
	
                Section
                  2.03. Representations and Warranties of the Depositor.

              	 	
                50

              
	
                Section
                  2.04. Discovery of Breach.

              	 	
                52

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

              	 	
                52

              
	
                Section
                  2.06. Grant Clause.

              	 	
                54

              
	 	 	 
	
                ARTICLE
                  III THE CERTIFICATES

              	 	
                55

              
	 	 	 
	
                Section
                  3.01. The Certificates.

              	 	
                55

              
	
                Section
                  3.02. Registration.

              	 	
                56

              
	
                Section
                  3.03. Transfer and Exchange of Certificates.

              	 	
                57

              
	
                Section
                  3.04. Cancellation of Certificates.

              	 	
                63

              
	
                Section
                  3.05. Replacement of Certificates.

              	 	
                63

              
	
                Section
                  3.06. Persons Deemed Owners.

              	 	
                64

              
	
                Section
                  3.07. Temporary Certificates.

              	 	
                64

              
	
                Section
                  3.08. Appointment of Paying Agent.

              	 	
                64

              
	
                Section
                  3.09. Book-Entry Certificates.

              	 	
                66

              
	
                Section
                  3.10. Deposit of Underlying REMIC Certificates under the Exchange
                  Trust
                  Agreement.

              	 	
                67

              
	 	 	 
	
                ARTICLE
                  IV ADMINISTRATION OF THE TRUST FUND

              	 	
                67

              
	 	 	 
	
                Section
                  4.01. Collection Account.

              	 	
                67

              
	
                Section
                  4.02. Application of Funds in the Collection Account.

              	 	
                69

              
	
                Section
                  4.03. Reports to Certificateholders.

              	 	
                72

              
	
                Section
                  4.04. Certificate Account.

              	 	
                76

              
	
                Section
                  4.05. Reserve Account.

              	 	
                77

              
	 	 	 
	
                ARTICLE
                  V DISTRIBUTIONS TO HOLDERS OF CERTIFICATES

              	 	
                81

              
	 	 	 
	
                Section
                  5.01. Distributions Generally.

              	 	
                81

              
	
                Section
                  5.02. Distributions from the Certificate Account.

              	 	
                82

              
	
                Section
                  5.03. Allocation of Realized Losses.

              	 	
                87

              
	
                Section
                  5.04. Advances by the Master Servicer and the Trustee.

              	 	
                89

              
	
                Section
                  5.05. Compensating Interest Payments.

              	 	
                90

              


      

       

      
        	
                ARTICLE
                  VI CONCERNING THE TRUSTEE; EVENTS OF DEFAULT

              	 	
                90

              
	 	 	 
	
                Section
                  6.01. Duties of Trustee.

              	 	
                90

              
	
                Section
                  6.02. Certain Matters Affecting the Trustee.

              	 	
                93

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  6.03. Trustee Not Liable for Certificates.

              	 	
                95

              
	
                Section
                  6.04. Trustee May Own Certificates.

              	 	
                95

              
	
                Section
                  6.05. Eligibility Requirements for Trustee .

              	 	
                95

              
	
                Section
                  6.06. Resignation and Removal of Trustee.

              	 	
                96

              
	
                Section
                  6.07. Successor Trustee.

              	 	
                97

              
	
                Section
                  6.08. Merger or Consolidation of Trustee.

              	 	
                97

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

              	 	
                98

              
	
                Section
                  6.10. Authenticating Agents.

              	 	
                100

              
	
                Section
                  6.11. Indemnification of Trustee.

              	 	
                100

              
	
                Section
                  6.12. Fees and Expenses of Trustee and Custodian.

              	 	
                101

              
	
                Section
                  6.13. Collection of Monies.

              	 	
                102

              
	
                Section
                  6.14. Events of Default; Trustee To Act; Appointment of
                  Successor.

              	 	
                102

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

              	 	
                106

              
	
                Section
                  6.16. Waiver of Defaults.

              	 	
                107

              
	
                Section
                  6.17. Notification to Holders.

              	 	
                107

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

              	 	
                107

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

              	 	
                108

              
	
                Section
                  6.20. Preparation of Tax Returns and Other Reports.

              	 	
                108

              
	
                Section
                  6.21. [Reserved]

              	 	
                116

              
	
                Section
                  6.22. No Merger.

              	 	
                116

              
	
                Section
                  6.23. Indemnification by the Trustee and Paying Agent.

              	 	
                116

              
	
                Section
                  6.24. Compliance with Regulation AB.

              	 	
                116

              
	 	 	 
	
                ARTICLE
                  VII PURCHASE AND TERMINATION OF THE TRUST FUND

              	 	
                117

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

              	 	
                117

              
	
                Section
                  7.02. Procedure Upon Termination of Trust Fund.

              	 	
                118

              
	
                Section
                  7.03. Additional Requirements for any Trust Fund Termination Events
                  or
                  Purchase of the Lower Tier REMIC 1 Uncertificated Regular
                  Interests.

              	 	
                120

              
	
                Section
                  7.04. Charged-off Loans and Released Mortgage Loans.

              	 	
                121

              
	 	 	 
	
                ARTICLE
                  VIII RIGHTS OF CERTIFICATEHOLDERS

              	 	
                122

              
	 	 	 
	
                Section
                  8.01. Limitation on Rights of Holders.

              	 	
                122

              
	
                Section
                  8.02. Access to List of Holders.

              	 	
                122

              
	
                Section
                  8.03. Acts of Holders of Certificates.

              	 	
                123

              


      

       

      
        	
                ARTICLE
                  IX ADMINISTRATION AND SERVICING OF MORTGAGE LOANS BY THE MASTER
                  SERVICER

              	 	
                124

              
	 	 	 
	
                Section
                  9.01. Duties of the Master Servicer.

              	 	
                124

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

              	 	
                124

              
	
                Section
                  9.03. Master Servicer’s Financial Statements and Related
                  Information.

              	 	
                125

              
	
                Section
                  9.04. Power to Act; Procedures.

              	 	
                125

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

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

              	 	
                128

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

              	 	
                129

              
	
                Section
                  9.07. Termination of Servicing Agreements; Successor
                  Servicers.

              	 	
                129

              
	
                Section
                  9.08. Master Servicer Liable for Enforcement.

              	 	
                130

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

              	 	
                130

              
	
                Section
                  9.10. Assumption of Servicing Agreement by Trustee.

              	 	
                131

              
	
                Section
                  9.11. “Due-on-Sale” Clauses; Assumption Agreements.

              	 	
                131

              
	
                Section
                  9.12. Release of Mortgage Files.

              	 	
                132

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

              	 	
                133

              
	
                Section
                  9.14. Representations and Warranties of the Master
                  Servicer.

              	 	
                134

              
	
                Section
                  9.15. Closing Certificate and Opinion.

              	 	
                136

              
	
                Section
                  9.16. Standard Hazard and Flood Insurance Policies.

              	 	
                137

              
	
                Section
                  9.17. Presentment of Claims and Collection of Proceeds.

              	 	
                137

              
	
                Section
                  9.18. Maintenance of the Primary Mortgage Insurance
                  Policies.

              	 	
                137

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

              	 	
                138

              
	
                Section
                  9.20. Realization Upon Defaulted Mortgage Loans.

              	 	
                138

              
	
                Section
                  9.21. Compensation to the Master Servicer.

              	 	
                139

              
	
                Section
                  9.22. REO Property.

              	 	
                139

              
	
                Section
                  9.23. Notices to the Depositor and the Trustee

              	 	
                140

              
	
                Section
                  9.24. Reports to the Trustee.

              	 	
                141

              
	
                Section
                  9.25. Assessment of Compliance and Attestation Reports.

              	 	
                141

              
	
                Section
                  9.26. Annual Statement of Compliance with Applicable Servicing
                  Criteria.

              	 	
                143

              
	
                Section
                  9.27. Merger or Consolidation.

              	 	
                144

              
	
                Section
                  9.28. Resignation of Master Servicer.

              	 	
                144

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

              	 	
                144

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

              	 	
                145

              
	
                Section
                  9.31. Indemnification; Third-Party Claims.

              	 	
                146

              
	
                Section
                  9.32. Special Servicing of Delinquent Mortgage Loans.

              	 	
                146

              
	 	 	 
	
                ARTICLE
                  X REMIC ADMINISTRATION

              	 	
                147

              
	 	 	 
	
                Section
                  10.01. REMIC Administration.

              	 	
                147

              
	
                Section
                  10.02. Prohibited Transactions and Activities.

              	 	
                149

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

              	 	
                149

              
	
                Section
                  10.04. REO Property.

              	 	
                150

              


      

       

      
        	
                ARTICLE
                  XI MISCELLANEOUS PROVISIONS

              	 	
                151

              
	 	 	 
	
                Section
                  11.01. Binding Nature of Agreement; Assignment.

              	 	
                151

              
	
                Section
                  11.02. Entire Agreement.

              	 	
                151

              
	
                Section
                  11.03. Amendment.

              	 	
                151

              
	
                Section
                  11.04. Voting Rights.

              	 	
                153

              
	
                Section
                  11.05. Provision of Information.

              	 	
                153

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                Section
                  11.06. Governing Law.

              	 	
                154

              
	
                Section
                  11.07. Notices.

              	 	
                154

              
	
                Section
                  11.08. Severability of Provisions.

              	 	
                154

              
	
                Section
                  11.09. Indulgences; No Waivers.

              	 	
                154

              
	
                Section
                  11.10. Headings Not To Affect Interpretation.

              	 	
                155

              
	
                Section
                  11.11. Benefits of Agreement.

              	 	
                155

              
	
                Section
                  11.12. Special Notices to the Rating Agencies.

              	 	
                155

              
	
                Section
                  11.13. Counterparts.

              	 	
                156

              
	
                Section
                  11.14. Transfer of Servicing.

              	 	
                156

              
	
                Section
                  11.15. Tax Treatment of the Class P Certificates.

              	 	
                157

              


      

    

     

    Exhibits

    

      
        	
                Exhibit
                  A

              	 	
                Forms
                  of Certificates

              
	
                Exhibit
                  B-1

              	 	
                Form
                  of Initial Certification

              
	
                Exhibit
                  B-2

              	 	
                Form
                  of Interim Certification

              
	
                Exhibit
                  B-3

              	 	
                Form
                  of Final Certification

              
	
                Exhibit
                  B-4

              	 	
                Form
                  of Endorsement

              
	
                Exhibit
                  C

              	 	
                Request
                  for Release of Documents and Receipt

              
	
                Exhibit
                  D-l

              	 	
                Form
                  of Residual Certificate Transfer Affidavit (Transferee)

              
	
                Exhibit
                  D-2

              	 	
                Form
                  of Residual Certificate Transfer Affidavit (Transferor)

              
	
                Exhibit
                  E

              	 	
                List
                  of Servicing Agreements

              
	
                Exhibit
                  F

              	 	
                Form
                  of Rule 144A Transfer Certificate

              
	
                Exhibit
                  G

              	 	
                Form
                  of Purchaser’s Letter for Institutional Accredited
                  Investors

              
	
                Exhibit
                  H

              	 	
                Form
                  of ERISA Transfer Affidavit

              
	
                Exhibit
                  I

              	 	
                Transaction
                  Parties

              
	
                Exhibit
                  J

              	 	
                [Reserved]

              
	
                Exhibit
                  K

              	 	
                Custodial
                  Agreements

              
	
                Exhibit
                  L-1

              	 	
                Additional
                  Form 10-D Disclosure

              
	
                Exhibit
                  L-2

              	 	
                Additional
                  Form 10-K Disclosure

              
	
                Exhibit
                  L-3

              	 	
                Additional
                  Form 8-K Disclosure

              
	
                Exhibit
                  L-4

              	 	
                Additional
                  Disclosure Notification

              
	
                Exhibit
                  M

              	 	
                Reserved

              
	
                Exhibit
                  N-1

              	 	
                Form
                  of Transfer Certificate for Transfer from Restricted Global Security
                  to
                  Regulation S Global Security pursuant to Section
                  3.03(h)(B)

              
	
                Exhibit
                  N-2

              	 	
                Form
                  of Transfer Certificate for Transfer from Regulation S Global Security
                  to
                  Restricted Global Security pursuant to Section
                  3.03(h)(C)

              
	
                Exhibit
                  O

              	 	
                Senior
                  Principal Priorities

              
	
                Exhibit
                  P

              	 	
                Form
                  Certification to be Provided to Depositor and/or Master Servicer
                  by the
                  Trustee

              
	
                Exhibit
                  Q

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

              
	
                Exhibit
                  R

              	 	
                Form
                  of Exchange Trust Agreement (including Available Combination
                  Schedule)

              


      

      
        	
                Exhibit
                  S

              	 	
                Class
                  Table

              
	
                Exhibit
                  T

              	 	
                Applicable
                  Fractions Table

              


      

       

      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

       

      
        	
                Exhibit
                  U

              	 	
                Form
                  of Modified Loan Report

              
	
                Exhibit
                  V

              	 	
                Monthly
                  Electronic Data Transmission

              
	
                Exhibit
                  W

              	 	
                Form
                  of Valuation and Redemption
                  Agreement

              


      

    

    


    Mortgage
      Loan Schedules

    

      
        	
                Schedule
                  A

              	 	
                Mortgage
                  Loans

              


      

       

      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      

    


    This
      TRUST AGREEMENT dated as of February 1, 2008 (the “Agreement”), is by and among
      STRUCTURED ASSET SECURITIES CORPORATION, a Delaware corporation, as depositor
      (the “Depositor”), AURORA LOAN SERVICES LLC, as Master Servicer (the “Master
      Servicer”), and WELLS
      FARGO BANK, N.A.,
      as
      trustee (the “Trustee”).

     

    PRELIMINARY
      STATEMENT

     

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

     

    As
      provided herein, the Trustee shall elect that the Trust Fund (excluding the
      Prepayment Penalty Amounts) be treated for federal income tax purposes as
      comprising three real estate mortgage investment conduits (each a “REMIC” or, in
      the alternative, REMIC I, REMIC II and REMIC III (the “Upper Tier REMIC”)). Each
      Underlying REMIC Certificate and each Certificate (other than the Exchange
      and
      Exchangeable Certificates, the Class P, Class LT-R and Class R Certificates),
      represents ownership of one or more regular interests in the Upper Tier REMIC
      for purposes of the REMIC Provisions. The Class LT-R Certificate represents
      ownership of the sole class of residual interest in REMIC I for purposes of
      the
      REMIC Provisions. The Class R Certificate represents ownership of the sole
      class
      of residual interest in each remaining REMIC for purposes of the REMIC
      Provisions. 

     

    The
      Upper
      Tier REMIC shall hold as its assets the several Classes of uncertificated Lower
      Tier Interests in REMIC II, other than the Class R-2 Interest, and each such
      Lower Tier Interest is hereby designated as a regular interest in REMIC II.
      REMIC II shall hold as its assets the several Classes of uncertificated Lower
      Tier Interests in REMIC I, and each such Lower Tier Interest is hereby
      designated as a regular interest in REMIC I. REMIC I shall hold as its assets
      the property of the Trust Fund other than the Lower Tier Interests in REMIC
      I
      and REMIC II.

     

    The
      startup day for each REMIC created hereby for purposes of the REMIC Provisions
      is the Closing Date. In addition, for purposes of the REMIC Provisions, the
      latest possible maturity date for each regular interest in each REMIC created
      hereby is the later (or latest) date provided in the definition of Latest
      Possible Maturity Date.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    REMIC
      I:

     

    REMIC
      I
      shall issue one uncertificated interest in respect of each Mortgage Loan held
      by
      the Trust on the Closing Date, each of which is hereby designated as a regular
      interest in REMIC I (the “REMIC I Regular Interests”). Each REMIC I Regular
      Interest shall have an initial principal balance equal to the Scheduled
      Principal Balance of the Mortgage Loan to which it relates and shall bear
      interest at a per annum rate equal to the Net Mortgage Rate of such Mortgage
      Loan. In the event a Qualified Substitute Mortgage Loan is substituted for
      such
      Mortgage Loan (the “Original Mortgage Loan”), no amount of interest payable on
      such Qualified Substitute Mortgage Loan shall be distributed on such REMIC I
      Regular Interest at a rate in excess of the Net Mortgage Rate of the Original
      Mortgage Loan.

     

    On
      each
      Distribution Date the Trustee shall distribute the interest portion of the
      Available Distribution Amount (net of expenses described in the preceding
      paragraph) with respect to each of the Lower Tier Interests in REMIC I based
      on
      the above-described interest rates.

     

    On
      each
      Distribution Date, the Trustee shall distribute the principal portion of the
      Available Distribution Amount among the Lower Tier Interests in REMIC I in
      accordance with the amount of the principal attributable to the Mortgage Loan
      corresponding to each such Lower Tier Interests in REMIC I. All losses on the
      Mortgage Loans shall be allocated among the Lower Tier Interests in REMIC I
      in
      the same manner that principal distributions are allocated.

     

    On
      each
      Distribution Date, the Trustee shall first pay or charge as an expense of REMIC
      I all expenses of the Trust Fund for such Distribution Date.

     

    REMIC
      II

     

    REMIC
      II
      shall hold as assets the REMIC I Regular Interests. REMIC II shall issue the
      several classes of uncertificated REMIC II Interests set out below. Each such
      REMIC II Interest, other than the Class R-2 Interest, is hereby designated
      as a
      regular interest in REMIC II. The following table specifies the Class
      designation, interest rate, and principal amount for each Class of REMIC II
      Interests:

    


    
      	
              REMIC
                II

              Class

              Designation

            	 	
               

              Interest
                Rate

            	 	
              Initial
                Class

              Principal

              Amount

            	 	
              Corresponding
                Class of 

              Certificates
                or Collateral Group

            
	
              LTII-1-1A

            	 	
              6.00%

            	 	
              (1)

            	 	
              1A

            
	
              LTII-1-1B

            	 	
              11.00%

            	 	
              (2)

            	 	
              1B

            
	
              LTII-AP

            	 	
              0.00%

            	 	
              (3)

            	 	
              AP

            
	
              LTII-1-GSA

            	 	
              6.00%

            	 	
              (5)

            	 	
              Collateral
                Group 1A

            
	
              LTII-1-Pool

            	 	
              6.00%

            	 	
              (6)

            	 	
              Collateral
                Group 1A

            
	
              LTII-2-GSA

            	 	
              6.00%

            	 	
              (5)

            	 	
              Collateral
                Group 1B

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
              REMIC
                II

              Class

              Designation

            	 	
              Interest
                Rate

            	 	
              Initial
                Class

              Principal

              Amount

            	 	
              Corresponding
                Class of 

              Certificates
                or Collateral Group

            
	
              LTII-2-Pool

            	 	
              11.00%

            	 	
              (6)

            	 	
              Collateral
                Group 1B

            
	
              R-2

            	 	
              (4)

            	 	
              (4)

            	 	
              N/A

            


    

     

    
      
        

      

    

    
      	
            	(1)	
              The
                Class LTII-1-1A Interest has an initial principal balance equal to
                the
                Related Senior Balance for Collateral Group
                1A.

            


    

     

    
      	
            	(2)	
              The
                Class LTII-1-1B Interest has an initial principal balance equal to
                the
                Related Senior Balance for Collateral Group
                1B.

            


    

     

    
      	
            	(3)	
              The
                initial principal amount for each of these REMIC II Lower Tier Interests
                shall be the Initial Class Principal Amount for its Corresponding
                Class of
                Certificates in the Upper Tier REMIC (excluding any Interest-Only
                Certificates).

            


    

     

    
      	
            	(4)	
              The
                Class R-2 Interest does not have a principal balance and does not
                bear
                interest.

            


    

     

    
      	
            	(5)	
              Each
                of these interests shall have an initial principal amount equal to
                1% of
                the Group Subordinate Amount for the related Collateral Group as
                of the
                Cut-off Date.

            


    

     

    
      	
            	(6)	
              Each
                of these interests shall have any initial principal amount equal
                to 99% of
                the Group Subordinate Amount for the related Collateral Group as
                of the
                Cut-off Date.

            


    

     

    On
      each
      Distribution Date, the portion of the Available Distribution Amount
      distributable as interest shall be distributed as interest with respect to the
      REMIC II Interests based on the interest rates described above. On each
      Distribution Date, Net Prepayment Shortfalls and Excess Losses sustained with
      respect to any Collateral Group are to be allocated among the Classes of REMIC
      II Interests related to such Collateral Group based on the relative amounts
      of
      interest otherwise accrued for the related Accrual Period on each such REMIC
      II
      Interest.

     

    On
      each
      Distribution Date, the portion of the Available Distribution Amount
      distributable as principal shall be distributed as principal on REMIC II
      Interests as follows: 

     

    
      	 	
              (1)

            	
              First,
                to the Class LTII-AP Interest until the balance of such Interest
                equals
                that of the Class AP Certificates immediately after the Distribution
                Date;

            


    

     

    
      	 	
              (2)

            	
              Second,
                from the remaining Available Distribution Amount for Collateral Group
                1A,
                to
                the Class LTII-1-GSA Interest until its principal balance equals
                one
                percent of the Group Subordinate Amount for Collateral Group 1A after
                such
                Distribution Date;

            


    

     

    
      	 	
              (3)

            	
              Third,
                from the remaining Available Distribution Amount for Collateral Group
                1B,
                to
                the Class LTII-2-GSA Interest until its principal balance equals
                one
                percent of the Group Subordinate Amount for Collateral Group 1B after
                such
                Distribution Date;

            


    

     

    
      	 	
              (4)

            	
              Fourth,
                from the remaining Available Distribution Amount from each of the
                Collateral Groups, to the Class LTII-1-GSA and Class LTII-2-GSA Interests,
                from the remaining Available Distribution Amount for Collateral Group
                1A
                and Collateral Group 1B, the minimum amount necessary to cause the
                ratio
                of the principal balance of each such REMIC II Interest to the principal
                balance of the other REMIC II Interest to equal the ratio of the
                Group
                Subordinate Amount related to such REMIC II Interest to the Group
                Subordinate Amounts related to the other REMIC II Interest immediately
                after such Distribution Date;

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	 	
              (5)

            	
              Fifth,
                from the remaining Available Distribution Amount from each of the
                Collateral Groups, concurrently, as follows -


            


    

     

    
      	 	
              (a)

            	
              To
                the Class LTII-1-Pool until the sum of (a) its principal balance
                and (b)
                the principal balance of the LTII-1-GSA, after taking into account
                distributions made pursuant to priorities (2) and (4) above, equals
                the
                Group Subordinate Amount for Collateral Group 1A immediately after
                such
                Distribution Date;

            


    

     

    
      	 	
              (b)

            	
              To
                the Class LTII-2-Pool until the sum of (a) its principal balance
                and (b)
                the principal balance of the LTII-2-GSA, after taking into account
                distributions made pursuant to priorities (3) and (4) above, equals
                the
                Group Subordinate Amount for Collateral Group 1B immediately after
                such
                Distribution Date;

            


    

     

    
      	 	
              (6)

            	
              Finally,
                from the remaining Available Distribution Amount from each of the
                Collateral Groups to each REMIC II Interest for which there is a
                Corresponding Collateral Group until the principal balance of such
                REMIC
                II Interest is reduced to zero.

            


    

     

    For
      each
      Distribution Date, Realized Losses, other than Excess Losses, shall be allocated
      among the REMIC II Interests in the same manner that principal is allocated
      among the REMIC II Interests.

     

    REMIC
      III

     

    Each
      Class of Certificates constituting an interest in the Trust Fund created
      hereunder (other than the Class P, Class LT-R and Class R Certificates) is
      hereby designated (along with each Underlying REMIC Certificate) as one or
      more
      regular interests in REMIC III. The Class Table specifies the Class designation,
      Certificate Interest Rate, initial Class Principal (or Notional) Amount and
      minimum denomination for (1) each class of Certificates and (2) for convenience,
      each Class of Exchange and Exchangeable Certificates issued under the Exchange
      Trust Agreement.

     

    Each
      Class of Underlying REMIC Certificates shall be issued hereunder in
      uncertificated form to the Exchange Trustee, and held in trust pursuant to
      the
      terms of the Exchange Trust Agreement. Classes of Certificates having identical
      characteristics and sharing the same Class designation shall also be issued
      under the Exchange Trust Agreement.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    The
      Class
      R Certificate represents ownership of the residual interest in each of REMIC
      II
      and REMIC III and will be issued in a single Certificate representing a 100%
      Percentage Interest in such Class.

     

    The
      Class
      LT-R Certificate will be issued without a Class Principal Amount and will not
      bear interest at a stated rate. The Class LT-R Certificate represents ownership
      of the residual interest in REMIC I and shall be issued as a single Certificate
      evidencing the entire Percentage Interest in such Class.

     

    As
      of the
      Cut-off Date, the Mortgage Loans had an aggregate Scheduled Principal Balance
      of
      $345,000,273.28.

     

    In
      consideration of the mutual agreements herein contained, the Depositor, the
      Master Servicer 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 6.20(e)(i).

     

    Accepted
      Servicing Practices:
      With
      respect to any Mortgage Loan, as applicable, either (x) those customary
      mortgage servicing practices of prudent mortgage servicing institutions that
      service or master service mortgage loans of the same type and quality as such
      Mortgage Loan in the jurisdiction where the related Mortgaged Property is
      located, to the extent applicable to the Trustee (as successor Master Servicer)
      or the Master Servicer or (y) as provided in the applicable Servicing Agreement,
      to the extent applicable to the related Servicer.

     

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

     

    Accretion
      Termination Date:
      None.


     

    Accrual
      Amount:
      None.

     

    Accrual
      Certificate:
      None.

     

    Accrual
      Component:
      None.

     

    Accrual
      Period:
      With
      respect to any Distribution Date and any Class of Certificates or Components
      (other than any LIBOR Certificates) or Class of Lower Tier Interests, the
      calendar month immediately preceding the month in which such Distribution Date
      occurs. With respect to any Distribution Date and a Class of LIBOR Certificates,
      the period beginning on and including the 25th day of the month immediately
      preceding the month in which such Distribution Date occurs and ending on and
      including the 24th day of the month in which such Distribution Date occurs,
      assuming a 30 day month. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Accrued
      Certificate Interest:
      As to
      any interest-bearing Class of Certificates or Components and any Distribution
      Date, the product of (i) the Certificate Interest Rate for such Class of
      Certificates or Components divided by 12 and (ii) the Class Principal Amount
      (or
      Class Notional Amount, Component Principal Amount or Component Notional Amount)
      of such Class of Certificates or Components as of the last day of the related
      Accrual Period, as reduced by such Class’s or Component’s share of (a) the
      interest portion of any Excess Losses for the related Collateral Group for
      such
      Distribution Date and (b) the interest portion of any Relief Act Reduction
      for
      the related Collateral Group for such Distribution Date, in each case, allocable
      among the interest-bearing Senior Certificates (and any Components) and the
      related Subordinate Certificates pro
      rata
      based
      (x) in the case of such Senior Certificates and any such Components, on the
      Accrued Certificate Interest otherwise distributable thereto and (y) in the
      case
      of the Subordinate Certificates, on their respective Apportioned Principal
      Balances. 

     

    Interest
      shall accrue on the basis of a 360-day year comprising twelve 30-day
      months.

     

    Act:
      As
      defined in Section 8.03(a).

     

    Additional
      Collateral:
      None.

     

    Additional
      Form 10-D Disclosure:
      As
      defined in Section 6.20(d)(i).

     

    Additional
      Form 10-K Disclosure:
      As
      defined in Section 6.20(e)(i).

     

    Additional
      Interest Amount:
      None.

     

    Additional
      Servicer:
      Each
      affiliate of the related Servicer that Services any of the Mortgage Loans and
      each Person who is not an affiliate of the related Servicer, who Services 10%
      or
      more of the Mortgage Loans.

     

    Advance:
      With
      respect to a Mortgage Loan other than a Simple Interest Mortgage Loan, an
      advance of the aggregate of payments of principal and interest (net of the
      applicable Servicing Fee) on one or more Mortgage Loans (other than Charged-off
      Loans or Released Mortgage Loans) that were due on the Due Date in the related
      Due Period and not received as of the close of business on the related
      Determination Date, required to be made by or on behalf of the Master Servicer
      and the related Servicer (or by the Trustee solely in its capacity as successor
      to the Master Servicer) pursuant to Section 5.04, but only to the extent that
      such amount is expected, in the reasonable judgment of the Master Servicer
      or
      the related Servicer (or by the Trustee solely in its capacity as successor
      to
      the Master Servicer), to be recoverable from collections or recoveries in
      respect of such Mortgage Loans. With respect to a Simple Interest Mortgage
      Loan,
      an advance of an amount equal to the interest accrual on such Simple Interest
      Mortgage Loan through the related Due Date but not received as of the close
      of
      business on the related Determination Date (net of the applicable Servicing
      Fee)
      required to be made by or on behalf of the Master Servicer or any Servicer
      (or
      by the Trustee solely in its capacity as successor to the Master Servicer)
      pursuant to Section 5.04, but only to the extent that such amount is expected,
      in the reasonable judgment of the Master Servicer or Servicer (or by the Trustee
      solely in its capacity as successor to the Master Servicer), to be recoverable
      from collections or recoveries in respect of such Simple Interest Mortgage
      Loans.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

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

     

    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
      Certificate Insurance Premium:
      None.

     

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

     

    Aggregate
      Subordinate Percentage:
      With
      respect to any Distribution Date, the sum of the Class Principal Amounts of
      the
      Subordinate Certificates immediately prior to such date divided by the Aggregate
      Principal Balances of the Mortgage Loans for the immediately preceding
      Distribution Date.

     

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

     

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

     

    AP
      Deferred Amount:
      With
      respect to any Distribution Date through the Credit Support Depletion Date,
      the
      total of all amounts allocable to the Class AP Certificates on such Distribution
      Date in respect of Realized Losses (other than Excess Losses) on the related
      Mortgage Loans and all amounts previously allocated in respect of Realized
      Losses to such Classes of Certificates and not distributed on prior Distribution
      Dates.

     

    AP
      Principal Distribution Amount:
      For any
      Distribution Date and Collateral Group PO, the sum of the following
      amounts:

     

    (i) the
      related Applicable Fraction of the principal portion of each Scheduled Payment
      (without giving effect to any Debt Service Reduction occurring prior to the
      Bankruptcy Coverage Termination Date) on each Mortgage Loan in such Collateral
      Group due during the related Due Period;

     

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

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (iii) with
      respect to unscheduled recoveries allocable to principal of any Mortgage Loan
      in
      such Collateral Group that was finally liquidated during the related Prepayment
      Period, the related Applicable Fraction of the related net Liquidation Proceeds
      allocable to principal; and

     

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

     

    Applicable
      Fractions:
      For
      each Mortgage Loan and the related Collateral Group, such fractions as are
      set
      forth in the Applicable Fraction table attached hereto as Exhibit T;
provided,
      however, notwithstanding any provision herein to the contrary, each Mortgage
      Loan that is modified to reduce its Interest Rate shall be deemed to have the
      same Applicable Fraction as was based on the original interest rate of such
      Mortgage Loan.

     

    Apportioned
      Principal Balance:
      As to
      any Class of Subordinate Certificates and any Distribution Date, the Class
      Principal Amount of such Class immediately prior to such Distribution Date
      multiplied by a fraction, the numerator of which is the applicable Group
      Subordinate Amount for such date and the denominator of which is the sum of
      the
      Group Subordinate Amounts.

     

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

     

    Assignment
      Agreement:
      Any of
      (i) the agreement between LBB and the Seller dated as of February 1, 2008,
      or
      (ii) certain bills of sale between LBB and the Seller dated as of various dates
      and effective as of February 1, 2008, pursuant to which LBB conveyed the
      Mortgage Loans to the Seller.

     

    Assignment
      of Mortgage:
      An
      assignment of the Mortgage, notice of transfer or equivalent instrument, in
      recordable form, sufficient under the laws of the jurisdiction wherein the
      related Mortgaged Property is located to reflect the sale of the Mortgage to
      the
      Trustee, which assignment, notice of transfer or equivalent instrument may
      be in
      the form of one or more blanket assignments covering the Mortgage Loans secured
      by Mortgaged Properties located in the same jurisdiction, if permitted by law;
      provided,
      however,
      that
      neither the Trustee nor a Custodian shall be responsible for determining whether
      any such assignment is in recordable form.

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

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

     

    Available
      Distribution Amount:
      As to
      each Collateral Group on any Distribution Date, the sum of the Applicable
      Fractions for each Mortgage Loan contributing to such Collateral Group of the
      principal portion of the following amounts with the interest portion thereof
      adjusted to the related Designated Rate, as applicable:

     

    (i) the
      total
      amount of all cash received by the Master Servicer through the Servicer
      Remittance Date applicable to each Servicer and deposited with the Trustee
      by
      the Master Servicer by the Master Servicer Remittance Date for such Distribution
      Date on the Mortgage Loans of such Collateral Group (including proceeds of
      any
      Insurance Policy and any other credit support relating to such Mortgage Loans
      and including any Subsequent Recovery or recoveries through liquidation of
      any
      REO Property), plus all Advances made by the Master Servicer or any Servicer
      (or
      the Trustee in its capacity as successor master servicer) for such Distribution
      Date, any Compensating Interest Payment for such date and Collateral Group
      and
      any amounts paid by any Servicer in respect of Prepayment Interest Shortfalls
      in
      respect of the related Mortgage Loans for such date and any proceeds of any
      purchase of a related Mortgage Loan, but not including:

     

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

     

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

     

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

     

    (D) any
      other
      unscheduled collection, including Net Liquidation Proceeds and Insurance
      Proceeds, received by the Master Servicer after the applicable Prepayment
      Period;

     

    (E) all
      fees
      and amounts due, other than any Prepayment Penalty Amounts (as applicable),
      and
      reimbursable (including any Capitalization Reimbursement Amounts) from funds
      of
      the Trust Fund to the Master Servicer, the Trustee, a Custodian or any Servicer
      pursuant to the terms of this Agreement, a Custodial Agreement or the applicable
      Servicing Agreement; 

     

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

     

    (G) such
      portion of each payment in respect of interest representing Retained Interest,
      if any; and

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (ii) any
      other
      payment made by the Master Servicer, the Trustee (as successor Master Servicer),
      any Servicer, the Seller, the Depositor, or any other Person with respect to
      such Distribution Date (including the Purchase Price with respect to any
      Mortgage Loan purchased by the Seller, the Depositor or any other Person and
      any
      related Substitution Amount) pursuant to this Agreement, a Custodial Agreement
      or a Servicing Agreement.

     

    AX
      Mortgage Loans:
      Not
      applicable. 

     

    Back-Up
      Certification:
      As
      defined in Section 6.20(e)(iv).

     

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

     

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

     

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

     

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

     

    Bankruptcy
      Loss Limit:
      As of
      the Cut-off Date, $119,743.02, which amount shall be reduced from time to time
      by the amount of Bankruptcy Losses allocated to the related Certificates.


     

    Bankruptcy
      Losses:
      With
      respect to the Mortgage Loans in the related Collateral Group, losses that
      are
      incurred as a result of Deficient Valuations and any reduction, in a bankruptcy
      proceeding, of the amount of the Scheduled Payment on a Mortgage Loan other
      than
      as a result of a Deficient Valuation.

     

    Basis
      Risk Reserve Fund:
      None.

    


    Basis
      Risk Shortfall:
      None.

     

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

     

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


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Business
      Day:
      Any day
      other than (i) a Saturday or a Sunday, (ii) a day on which 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, or (iii)
      with respect to any Servicer Remittance Date or any Servicer reporting date,
      the
      States specified in the definition of “Business Day” in the applicable Servicing
      Agreement, are authorized or obligated by law or executive order to be
      closed.

     

    Capitalization
      Reimbursement Amount:
      For any
      Distribution Date and with respect to each modified Mortgage Loan, the sum
      of
      the amounts, if any, of unreimbursed Advances and servicing advances that were
      added to the Scheduled Principal Balance of such Mortgage Loan in connection
      with a modification of the terms of such Mortgage Loan.

     

    Cap
      Agreements:
      None.

     

    Cap
      Certificate:
      None.

     

    Cap
      Counterparty:
      None.

     

    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
      4.04.

     

    Certificate
      Insurance Premium:
      None.

     

    Certificate
      Insurer:
      None.

     

    Certificate
      Insurer Default:
      Not
      applicable.

     

    Certificate
      Interest Rate:
      With
      respect to each Class of Certificates (other than the Class P Certificates
      and
      any Principal-Only Certificates) and any Class I Components, the applicable
      per
      annum rate formula specified or determined as provided in the Class
      Table.

     

    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 Notional Certificate or any Class
      LT-R
      or Class P 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 (1) less the amount of all principal
      distributions previously made with respect to such Certificate, all Realized
      Losses allocated to such Certificate, and, in the case of a Subordinate
      Certificate, any Subordinate Certificate Writedown Amount allocated to such
      Certificate and (2) as increased, in the case of any Accrual Certificate, by
      such Certificate’s Percentage Interest of any Accrual Amount allocated thereto;
provided,
      however,
      that on
      any Distribution Date on which a Subsequent Recovery is distributed, the
      Certificate Principal Amount of any Class of Certificates then outstanding
      for
      which any Realized Loss or any Subordinate Certificate Writedown Amount has
      been
      applied will be increased, in order of seniority, by an amount (to be applied
      pro
      rata
      to all
      Certificates of such Class) equal to the lesser of (i) the amount the Class
      of
      Certificates has been reduced by any Realized Losses or any Subordinate
      Certificate Writedown Amount which have not been previously increased by any
      Subsequent Recovery and (ii) the total amount of any Subsequent Recovery
      distributed on such date to Certificateholders after application (for this
      purpose) to the more senior Classes of Certificates. For purposes of Article
      V
      hereof, unless specifically provided to the contrary, Certificate Principal
      Amounts shall be determined as of the close of business of the immediately
      preceding Distribution Date, after giving effect to all distributions made
      on
      such date. Notional Certificates and Class LT-R and Class P Certificates are
      issued without Certificate Principal Amounts.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    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 6.20(e)(iv).

     

    Certifying
      Person:
      As
      defined in Section 6.20(e)(iv).

     

    Charged-off
      Loan:
      As of
      any date of determination, any Mortgage Loan other than a Covered Mortgage
      Loan
      that was delinquent in payment for a period of 180 days or more as of the last
      calendar day of the month immediately preceding the month in which such date
      of
      determination occurs, without giving effect to any grace period permitted by
      the
      related Mortgage Note; provided,
      however,
      that
      with respect to any such Mortgage Loan, (i) an equity analysis performed by
      the
      related Servicer supports charge-off over foreclosure, (ii) the related
      Mortgaged Property has not become REO Property, (iii) there are no active
      foreclosure or other loss mitigation activities and (iv) nothing has come to
      the
      attention of the related Servicer indicating that any such Mortgage Loan, at
      the
      time of its origination, violated any applicable federal, state or local law
      or
      regulation, including, without limitation, usury, truth-in-lending, consumer
      credit protection and privacy, equal credit opportunity, disclosure or predatory
      and abusive lending laws, applicable to the origination and servicing of such
      Mortgage Loan.

     

    Class:
      All
      Certificates bearing the same class designation, and, in the case of REMIC
      I and
      REMIC II, all Lower Tier Interests bearing the same designation.

     

    Class
      I Components:
      None.

     

    Class
      LT-R Certificates:
      Each
      Class LT-R Certificate executed by the Trustee, and authenticated and delivered
      by the Certificate Registrar, substantially in the form annexed hereto as
      Exhibit A and evidencing the residual interest in REMIC I.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    Class
      Notional Amount:
      With
      respect to any Distribution Date and the Class 1-A9 Certificates, 76.92307692%
      of the Related Senior Balance for Collateral Group 1B. 

     

    Class
      P Components:
      None.

     

    Class
      Percentage:
      With
      respect to each Class of Subordinate Certificates, for each Distribution Date,
      the percentage obtained by dividing the Class Principal Amount of such Class
      immediately prior to such Distribution Date by the sum of the aggregate Class
      Principal Amount of all Classes of Senior Certificates and the aggregate Class
      Principal Amount of all Classes of Subordinate Certificates of immediately
      prior
      to such date.

     

    Class
      Principal Amount:
      With
      respect to each Class of Certificates other than any Class of Notional
      Certificates and the Class P Certificates, the aggregate of the Certificate
      Principal Amounts of all Certificates of such Class at the date of
      determination. With respect to each Class of Notional Certificates, zero. With
      respect to each Class of Lower Tier Interest and any date of determination,
      the
      initial Class Principal Amount, if any, as set forth in the Preliminary
      Statement as reduced by all distributions of principal and all losses previously
      allocated to such Class.

     

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

     

    Class
      Table:
      The
      table, attached as Exhibit S hereto, 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:
      February 29, 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.

     

    Collateral
      Group:
      Any of
      Collateral Groups PO, 1A or 1B.

     

    Collateral
      Group PO:
      The
      group of Discount Mortgage Loans (or portions thereof) in Subgroup 1-A that
      have
      been stripped to a Net Mortgage Rate of 0.00%.

     

    Collateral
      Group 1A:
      The
      group of Mortgage Loans (or portions thereof) in Subgroup 1-A and Subgroup
      1-B
      that have been stripped to a Net Mortgage Rate of 6.00%.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    Collateral
      Group 1B:
      The
      group of Mortgage Loans (or portions thereof) in Subgroup 1-B that have been
      stripped to a Net Mortgage Rate of 11.00%.

     

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

     

    Commission:
      U.S.
      Securities and Exchange Commission.

     

    Combination
      Group:
      Any
      combination of Exchange Certificates set forth on Appendix A to the Exchange
      Trust Agreement.

     

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

     

    Component:
      None.

     

    Component
      Certificate:
      None.

     

    Component
      Interest Rate:
      None.

     

    Component
      Notional Amount:
      None.

     

    Component
      Principal Amount:
      None.

     

    Component
      Writedown Amount:
      Not
      applicable.

     

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

     

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

     

    Converted
      Mortgage Loan:
      None.

     

    Convertible
      Mortgage Loan:
      None.

     

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

     

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

     

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

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

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

     

    Cooperative
      Shares:
      Shares
      issued by a Cooperative Corporation.

     

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

     

    Corporate
      Trust Office:
      With
      respect to the Trustee, the principal corporate trust office 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 2008-2 and (b) for all other purposes, Wells Fargo Bank, N.A.,
      9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Client Services
      Manager, LMT 2008-2. 

     

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

     

    Covered
      Mortgage Loan:
      Any
      mortgage loan that is covered by a Primary Mortgage Insurance
      Policy.

     

    Credit
      Score:
      With
      respect to any Mortgage Loan, a numerical assessment of default risk with
      respect to the Mortgagor under such Mortgage Loan, determined on the basis
      of a
      methodology developed by Fair, Isaac & Co., Inc.

     

    Credit
      Support Depletion Date:
      With
      respect to the Mortgage Pool, the Distribution Date on which, giving effect
      to
      all distributions on such date, the aggregate Certificate Principal Amount
      of
      the Subordinate Certificates is reduced to zero. 

     

    Credit
      Support Percentage:
      As to
      any Class of Subordinate Certificates and any Distribution Date, the sum of
      the
      Class Percentages of all related Classes of Certificates that rank lower in
      priority than such Class (without giving effect to distributions on such
      Distribution Date).

     

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    Custodian:
      Each
      custodian appointed by the Trustee pursuant to the Custodial Agreement, and
      any
      successor thereto. The initial custodians shall be Wells Fargo Bank, N.A.,
      U.S.
      Bank National Association, Deutsche Bank National Trust Company and LaSalle
      Bank, National Association.

     

    Cut-off
      Date:
      February 1, 2008.

     

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

     

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

     

    Deceased
      Holder:
      Not
      applicable.

     

    Deferred
      Amount:
      For any
      Distribution Date and any Class of Private Subordinate Certificates, the excess
      of (i) the sum, without duplication, of the amounts by which the Class Principal
      Amount of such Class of Private Subordinate Certificates has been reduced on
      such Distribution Date and any prior Distribution Date due to an allocation
      to
      such Class of the principal portion of Excess Losses or Realized Losses, or
      the
      Subordinate Certificate Writedown Amount pursuant to Section 5.03 hereof, over
      (ii) the sum of all amounts distributed in respect of such Class from the
      Reserve Account on all prior Distribution Dates pursuant to Section 4.05(j)(iii)
      hereof. 

     

    Deferred
      Interest:
      For any
      Distribution Date and any Class of Private Subordinate Certificates, the excess
      of (i) the sum of (a) interest accrued at the applicable Certificate Interest
      Rate for such Class on the Deferred Amount for such Class as of the close of
      the
      immediately prior Distribution Date, after taking into account distributions
      on
      such immediately prior Distribution Date pursuant to Section 4.05(j)(ii) hereof,
      plus (b) all interest accrued pursuant to clause (a) for all preceding
      Distribution Dates over (ii) the sum of all amounts distributed in respect
      of
      such Class on all prior Distribution Dates pursuant to Section 4.05(j)(ii)
      hereof.

     

    Deficiency
      Amount:
      Not
      applicable.

     

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

     

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

     

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

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

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

     

    Designated
      Rate:
      For
      Collateral Group 1A, 6.00%. For Collateral Group 1B, 11.00%. For Collateral
      Group PO, 0.00%.

     

    Determination
      Date:
      With
      respect to each Distribution Date and any Servicer, as specified in the
      applicable Servicing Agreement.

     

    Discount
      Mortgage Loan:
      Any
      Mortgage Loan with a Net Mortgage Rate of less than 6.00%. 

     

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

     

    Distressed
      Mortgage Loan:
      Any
      Mortgage Loan that at the date of determination is delinquent in payment for
      a
      period of 90 days or more without giving effect to any grace period permitted
      by
      the related Mortgage Note or for which the applicable Servicer or the Trustee
      has accepted a deed in lieu of foreclosure.

     

    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 March
      2008.

     

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

     

    Document
      Transfer Event:
      Not
      applicable.

     

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

     

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

     

    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.

     

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

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    
       

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

       

    

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

     

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

     

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

     

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

     

    (vi) a
      Qualified GIC;

     

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

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Employee
      Discount Rate:
      Not
      applicable.

     

    Employee
      Mortgage Loan:
      None.

     

    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 B4, Class B5, Class B6, Class P or Class LT-R Certificate, (2) until
      it
      has been subject to an ERISA-Qualifying Underwriting, any Retained Certificate
      or (3) any Certificate with a rating below the lowest applicable rating
      permitted under the Underwriter’s Exemption.

     

    ERISA-Restricted
      Trust Certificate:
      None.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    Exchange
      Act Signing Party:
      Either
      the Depositor or the Master Servicer, to be determined by mutual agreement
      between such parties.

     

    Exchange
      Class
      or
Exchange
      Certificates:
      The
      Classes of Certificates identified as such, and issued under, the Exchange
      Trust
      Agreement.

     

    Exchangeable
      Classes
      or
Exchangeable
      Certificates:
      The
      Classes of Certificates identified as such, and issued under, the Exchange
      Trust
      Agreement.

     

    Exchange
      Trust Agreement:
      The
      Exchange Trust Agreement dated as of February 1, 2008, entered into by and
      between the Depositor and the Trustee for the issuance of the Exchange and
      Exchangeable Certificates.

     

    Exchange
      Trustee:
      Wells
      Fargo Bank, N.A., in its capacity as trustee under the Exchange Trust
      Agreement.

     

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

     

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

     

    Final
      Scheduled Distribution Date:
      With
      respect to all Collateral Groups, the Distribution Date in March 2038.


     

    Financial
      Asset:
      The
      meaning specified in Section 8-102(a)(9) of the UCC.

     

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

     

    Fitch:
      Fitch
      Ratings or any successor in interest.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

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

     

    Forgiven
      Amount:
      Any
      amount of principal or delinquent interest that the related Mortgagor is no
      longer required to pay as a result of any modification by the related Servicer
      of the terms of the related Mortgage Note.

     

    Form
      8-K Disclosure Information:
      As
      defined in Section 6.20(f)(i).

     

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

     

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

     

    Fraud
      Loss Limit:
      As of
      the Cut-off Date, $3,450,002.73. In addition, on each anniversary of the Cut-off
      Date, the Fraud Loss Limit will be reduced as follows: (a) on the first through
      third anniversaries of the Cut-off Date, to an amount equal to the lesser of
      (1)
      such Fraud Loss Limit as of the most recent anniversary of the Cut-off Date
      and
      (2) 1.00% of the aggregate Scheduled Principal Balance of the Mortgage Loans,
      as
      of the most recent anniversary of the Cut-off Date, and (b) on the fourth and
      fifth anniversaries of the Cut-off Date, to an amount equal to the lesser of
      (1)
      such Fraud Loss Limit as of the most recent anniversary of the Cut-off Date
      and
      (2) 0.50% of the aggregate Scheduled Principal Balance of the Mortgage Loans,
      as
      of the most recent anniversary of the Cut-off Date and thereafter, to zero.
      

     

    Global
      Securities:
      The
      global certificates representing the Book-Entry Certificates.

     

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

     

    Group
      Subordinate Amount:
      With
      respect to any Collateral Group (other than Collateral Group PO) and any
      Distribution Date, the excess of the Non-AP Pool Balance for the immediately
      preceding Distribution Date for that Collateral Group over the Related Senior
      Balance of that Collateral Group immediately prior to that Distribution
      Date.

     

    Holder
      or Certificateholder:
      The
      registered owner of any Certificate as recorded on the books of the Certificate
      Registrar except that, solely for the purposes of taking any action or giving
      any consent pursuant to this Agreement, any Certificate registered in the name
      of the Depositor, the Trustee, the Master Servicer, any Servicer, any Cap
      Counterparty or any Affiliate thereof shall be deemed not to be outstanding
      in
      determining whether the requisite percentage necessary to effect any such
      consent has been obtained, except that, in determining whether the
      Trustee
      shall be protected in relying upon any such consent, only Certificates which
      a
      Responsible Officer of the
      Trustee
      knows to be so owned shall be disregarded. The Trustee may request and
      conclusively rely on certifications by the Depositor, the Master Servicer and
      any Servicer in determining whether any Certificates are registered to an
      Affiliate of the Depositor, the Master Servicer, any Cap Counterparty or any
      Servicer. After a Section 7.01(c) Purchase Event other than in Sections 5.02(a)
      through (h) and 11.03(a) and (b) herein, and, except in the case of the Class
      LT-R Certificates, Sections 3.03, 3.04, 3.05, 3.06, 3.07, 3.09 and 5.07(c)
      and
      (f) herein, all references in this Agreement to “Holder” or “Certificateholder”
shall be deemed to be references to the LTURI holder, as recorded on the books
      of the Certificate Registrar, as holder of the Lower Tier REMIC 1 Uncertificated
      Regular Interests.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    Individual
      Redemption Certificate:
      Not
      applicable.

     

    Initial
      Deposit:
      $2,760,138.

     

    Initial
      LIBOR Rate:
      Not
      applicable.

     

    Initial
      Optional Termination Date:
      As
      defined in Section 7.01(b).

     

    Initial
      Senior Balance:
      With
      respect to Collateral Group 1A, $288,475,100; with respect to Collateral Group
      1B, $39,026,000.

     

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

     

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

     

    Interest
      Distribution Amount:
      Not
      applicable.

     

    Interest
      Shortfall:
      With
      respect to any Class of Certificates (including any interest-bearing Component
      thereof but excluding the Principal-Only Certificates) and any Distribution
      Date, any Accrued Certificate Interest not distributed (or added to principal)
      with respect to any previous Distribution Date, other than due to any Net
      Prepayment Interest Shortfalls.

     

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

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    Latest
      Possible Maturity Date:
      With
      respect to the Collateral Groups, the Distribution Date in April
      2041.

     

    LBB:
      Lehman
      Brothers Bank, FSB.

     

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

     

    LIBOR:
      Not
      applicable.

     

    LIBOR
      Business Day:
      Not
      applicable.

     

    LIBOR
      Certificate:
      None.

     

    LIBOR
      Component:
      None.

     

    LIBOR
      Determination Date:
      Not
      applicable.

     

    Liquidated
      Mortgage Loan:
      Any
      Charged-off Loan or defaulted Mortgage Loan as to which the Mortgage Loan or
      related REO Property has been disposed of and as to which the Master Servicer
      or
      the applicable Servicer has determined that all amounts that it expects to
      recover on behalf of the Trust Fund from or on account of such Mortgage Loan
      have been recovered.

     

    Liquidation
      Expenses:
      Expenses that are incurred by the Master Servicer or a Servicer in connection
      with the liquidation of any defaulted Mortgage Loan and are not recoverable
      under the applicable Primary Mortgage Insurance Policy, including, without
      limitation, foreclosure and rehabilitation expenses, legal expenses and
      unreimbursed amounts expended pursuant to Sections 9.06, 9.16 or
      9.22.

     

    Liquidation
      Proceeds:
      Cash
      received in connection with the liquidation of a defaulted Mortgage Loan,
      whether through the sale or assignment of such Mortgage Loan, trustee’s sale,
      foreclosure sale or otherwise, or the sale of the related Mortgaged Property
      if
      the Mortgaged Property is acquired in satisfaction of the Mortgage Loan,
      including any amounts remaining in the related Escrow Account, together with
      an
      net proceeds received on a monthly basis with respect to any properties acquired
      on behalf of the Holders by foreclosure or deed in lieu of
      foreclosure.

     

    Living
      Holder:
      Not
      applicable.

     

    Loan-to-Value
      Ratio:
      With
      respect to any Mortgage Loan and any date of determination, the ratio, expressed
      as a percentage, of (a) of the principal balance of such Mortgage Loan on such
      date, over (b) the Original Value thereof.

     

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

     

    Lower
      Tier Interest:
      Any one
      of the interests in a Lower Tier REMIC, as described in the Preliminary
      Statement.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    Lower
      Tier REMIC:
      REMIC I
      or REMIC II, as described in the Preliminary Statement.

     

    Lower
      Tier REMIC I Uncertificated Regular Interests:
      Lower
      Tier Interests of REMIC I constituting regular interests held in uncertificated
      form. 

     

    LTURI
      holder:
      The
      holder of Lower Tier REMIC I Uncertificated Regular Interests, which, upon
      the
      occurrence of a Section 7.01(c) Purchase Event, shall be the Master Servicer
      or
      its designee, and including any trustee in its capacity as trustee of any
      privately placed securitization.

     

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

     

    Master
      Servicer:
      Aurora
      Loan Services LLC, or any successor in interest, or if any successor master
      servicer shall be appointed as herein provided, then such successor master
      servicer.

     

    Master
      Servicing Fee:
      As to
      any Distribution Date, an amount equal to one-twelfth the product of (a) the
      Master Servicing Fee Rate and (b) the outstanding principal balance of each
      Mortgage Loan.

     

    Master
      Servicing Fee Rate:
      0.00%
      per annum.

     

    Master
      Servicer Remittance Date:
      With
      respect to each Distribution Date, one Business Day immediately preceding such
      Distribution Date.

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    Mortgage
      Loan Sale Agreement:
      The
      agreement dated as of February 1, 2008, for the sale of the Mortgage Loans
      by
      LBH to the Depositor.

     

    Mortgage
      Loan Schedule:
      The
      schedule attached hereto as Schedule A, which shall identify each Mortgage
      Loan,
      as such schedule may be amended from time to time to reflect the addition of
      Mortgage Loans to, or the deletion of Mortgage Loans from, the Trust Fund.
      Such
      schedule shall consist of the following information with respect to each
      Mortgage Loan: (i) the Mortgage Loan identifying number; (ii) the city, state
      and zip code of the Mortgaged Property; (iii) the original principal amount
      of
      the Mortgage Loan; (iv) the Mortgage Rate at origination; (v) the monthly
      payment of principal and interest at origination; (vi) the Mortgage Pool,
      Collateral Group or Group to which such Mortgage Loan has been assigned, (vii)
      the Servicer of such Mortgage Loan, (viii) the term and method of
      calculation of Prepayment Penalty Amounts collected in respect of the Mortgage
      Loans, (ix) whether such Mortgage Loan is an Employee Mortgage Loan,
      (x) the initial Custodian for such Mortgage Loan and (xi) whether such
      Mortgage Loan is a Simple Interest Mortgage Loan. The Depositor shall be
      responsible for providing the Trustee, the applicable Custodian and the Master
      Servicer with all amendments to the Mortgage Loan Schedule.

     

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

     

    Mortgage
      Pool:
      The
      Mortgage Loans in the aggregate.

     

    Mortgage
      Rate:
      As to
      any Mortgage Loan, the per annum rate at which interest accrues on such Mortgage
      Loan, as determined under the related Mortgage Note as reduced by any Relief
      Act
      Reductions.

     

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

     

    Mortgagor:
      The
      obligor on a Mortgage Note.

     

    Negative
      Amortization Certificate:
      None.

     

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

     

    Net
      Mortgage Rate:
      With
      respect to any Mortgage Loan, the Mortgage Rate thereof reduced by the sum
      of
      the applicable Servicing Fee Rate, the applicable Retained Interest Rate, if
      any, and, if applicable and specified on the Mortgage Loan Schedule, the premium
      rate on any lender-provided mortgage insurance. The Net Mortgage Rate of any
      Employee Mortgage Loan shall be calculated without regard to any increase in
      the
      Mortgage Rate thereof as a result of the related Mortgagor ceasing to be an
      employee of the Underwriter or any of its affiliates.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    Net
      Prepayment Interest Shortfall:
      With
      respect to each Collateral Group and any Distribution Date, the excess, if
      any,
      of any Prepayment Interest Shortfalls with respect to the Mortgage Loans for
      such date over the sum of any amounts paid by the Servicers with respect to
      such
      shortfalls and any amount that is required to be paid by the Master Servicer
      in
      respect of such shortfalls pursuant to this Agreement.

     

    Net
      Simple Interest Excess:
      With
      respect to any Distribution Date, the excess, if any, of (a) the amount of
      the
      payments received by the applicable Servicer and the Master Servicer in the
      related Due Period allocable to interest in respect of Simple Interest Mortgage
      Loans, calculated in accordance with the Simple Interest Method, net of the
      related Servicing Fees, over (b) 30 days’ interest at the weighted average (by
      principal balance) of the Net Mortgage Rates of the Simple Interest Mortgage
      Loans as of the first day of the related Due Period, as determined by the
      related Servicer, on the aggregate principal balance of such Simple Interest
      Mortgage Loans for such Distribution Date, carried to six decimal places,
      rounded down, and calculated on the basis of a 360-day year consisting of twelve
      30-day months. For this purpose, the amount of interest received in respect
      of
      any Simple Interest Mortgage Loans in any month shall be deemed (a) to include
      any Advances of interest made by the related Servicer, the Master Servicer
      or
      the Trustee (solely in its capacity as successor master servicer) in such month
      in respect of such Simple Interest Mortgage Loans and (b) to be reduced by
      any
      amounts paid to the related Servicer, the Master Servicer or the Trustee (solely
      in its capacity as successor master servicer) in such month in reimbursement
      of
      Advances previously made by the Servicer, the Master Servicer or the Trustee
      (solely in its capacity as successor master servicer) in respect of such Simple
      Interest Mortgage Loans.

     

    Net
      Simple Interest Shortfall:
      With
      respect to any Distribution Date, the excess, if any, of (a) 30 days’ interest
      at the weighted average (by principal balance) of the Net Mortgage Rates of
      the
      Simple Interest Mortgage Loans as of the first day of the related Due Period,
      as
      determined by the related Servicer, on the aggregate principal balance of such
      Simple Interest Mortgage Loans for such Distribution Date, carried to six
      decimal places, rounded down, and calculated on the basis of a 360-day year
      consisting of twelve 30-day months, over (b) the amount of the payments received
      by the related Servicer or the Master Servicer in the related Due Period
      allocable to interest in respect of such Simple Interest Mortgage Loans,
      calculated in accordance with the Simple Interest Method, net of the related
      Servicing Fees.

     

    Non-AP
      Pool Balance:
      For any
      Collateral Group (other than Collateral Group PO) and any Distribution Date,
      the
      sum of the related Applicable Fractions of the Scheduled Principal Balance
      of
      each Mortgage Loan included in such Collateral Group for that Distribution
      Date.


     

    Non-AP
      Senior Certificate:
      Any
      Senior Certificate other than a Notional Certificate and the Class AP
      Certificates.

     

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

     

    Non-MERS
      Mortgage Loan:
      Any
      Mortgage Loan other than a MERS Mortgage Loan.

     

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

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

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

     

    Notice
      of Nonpayment:
      Not
      applicable.

     

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

     

    Notional
      Certificate:
      Any
      Class of Certificates issued with a Class Notional Amount (or Component issued
      with a Component Notional Amount), as identified in the Class
      Table.

     

    Notional
      Principal Contract Value:
      None.

     

    Offering
      Document:
      Any
      private placement memorandum relating to the Privately Offered Certificates,
      or
      the Prospectus.

     

    Offered
      Certificates:
      The
      Certificates other than the Privately Offered Certificates and the Class LT-R
      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, the Master Servicer, the
      Trustee
      or a Servicer but which must be Independent outside counsel with respect to
      any
      such opinion of counsel concerning the transfer of any Residual Certificate
      or
      concerning certain matters with respect to ERISA, or the taxation, or the
      federal income tax status, of each REMIC. For purpose of Section 2.01(c)(i),
      the
      Opinion of Counsel referred to therein may take the form of a memorandum of
      law
      or other acceptable assurance.

     

    Original
      Credit Support Percentage:
      With
      respect to each Class of Subordinate Certificates, the sum of the Class
      Percentages of all related Classes of Certificates that rank lower in priority
      than such Class on the Closing Date.

     

    Original
      Group Subordinate Amount:
      The
      Group Subordinate Amount as of the Cut-off Date for the related Collateral
      Group
      or Collateral Groups as of the Cut-off Date.

     

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

     

    Originator:
      The
      entity that originated a Mortgage Loan.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    PAC
      Certificate:
      None.

     

    PAC
      Principal Amount:
      None.

     

    PAC
      Principal Amount Schedule:
      None.

     

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

     

    Percentage
      Interest:
      With
      respect to any Certificate and the related Class, such Certificate’s percentage
      interest in the undivided beneficial ownership interest in the Trust Fund
      evidenced by all Certificates of the same Class as such Certificate. With
      respect to any Certificate other than a Notional Certificate, the Percentage
      Interest evidenced thereby shall equal the initial Certificate Principal Amount
      (or Component Notional Amount) thereof divided by the initial Class Principal
      Amount (or Component Notional Amount) of all Certificates of the same Class.
      With respect to any Notional Certificate, the Percentage Interest evidenced
      thereby shall equal the initial Class Notional Amount divided by the initial
      Class Notional Amount of all Certificates of the same Class. With respect to
      the
      Class P and Class LT-R Certificates, the Percentage Interest evidenced thereby
      shall be as specified on the face thereof, or otherwise be equal to
      100%.

     

    Permitted
      Servicing Amendment:
      Any
      amendment to any Servicing Agreement pursuant to Section 11.03(a)(iii) hereunder
      in connection with any servicing transfer or transfer of any servicing
      rights.

     

    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.

     

    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.

     

    Preference
      Amount:
      Not
      applicable.

     

    Prepayment
      Interest Excess:
      With
      respect to any Distribution Date and any Principal Prepayment, the excess,
      if
      any, of the amount of interest received on such Mortgage Loan in connection
      with
      such Principal Prepayment over one full month’s interest thereon at the
      applicable Net Mortgage Rate.

     

    Prepayment
      Interest Shortfall:
      With
      respect to any Distribution Date and any Principal Prepayment, the difference
      between (i) one full month’s interest at the applicable Mortgage Rate (after
      giving effect to any applicable Relief Act Reduction), as reduced by the
      applicable Servicing Fee Rate, the Master Servicing Fee Rate and the applicable
      Retained Interest Rate, if any, on the outstanding principal balance of such
      Mortgage Loan immediately prior to such prepayment and (ii) the amount of
      interest actually received with respect to such Mortgage Loan in connection
      with
      such Principal Prepayment.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    Prepayment
      Penalty Amounts:
      With
      respect to any Distribution Date, all premiums or charges paid by the obligors
      due to Principal Prepayments collected by the Servicers during the immediately
      preceding Prepayment Period.

     

    Prepayment
      Period:
      With
      respect to any Distribution Date the period specified as such in the related
      Servicing Agreement.

     

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

     

    Principal-Only
      Certificates:
      The
      Class AP Certificates.

     

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

     

    Private
      Subordinate Certificates:
      The
      Class B4, Class B5 and Class B6 Certificates.

     

    Privately
      Offered Certificates:
      The
      Class P, Class B4, Class B5 and Class B6 Certificates.

     

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

     

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

     

    Prospectus:
      The
      prospectus supplement dated February 28, 2008, together with the accompanying
      prospectus dated February 28, 2008, relating to the Offered
      Certificates.

     

    Purchase
      Price:
      With
      respect to the repurchase of a Mortgage Loan pursuant to this Agreement, an
      amount equal to the sum of (a) 100% of the unpaid principal balance of such
      Mortgage Loan, (b) accrued interest thereon at the Mortgage Rate, from the
      date
      as to which interest was last paid to (but not including) the Due Date
      immediately preceding the related Distribution Date, (c)
      any
      costs
      and damages incurred by the Trust Fund with respect to such Mortgage Loan in
      connection with any violation of any federal, state or local predatory or
      abusive lending laws or other similar laws and (d) any unreimbursed Servicing
      Advances with respect to such Mortgage Loan. The Master Servicer or the
      applicable Servicer, each Custodian (or the Trustee, if applicable) shall be
      reimbursed from the Purchase Price for any Mortgage Loan or related REO Property
      for any Advances made with respect to such Mortgage Loan that are reimbursable
      to the Master Servicer, such Servicer or the Trustee under this Agreement or
      the
      related Servicing Agreement, as well as any unreimbursed Servicing Advances
      and
      accrued and unpaid Master Servicing Fees or Servicing Fees, as
      applicable.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    QIB:
      As
      defined in Section 3.03(c).

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

     

    Qualifying
      Substitute Mortgage Loan:
      In the
      case of a Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage
      Loan
      that, on the date of substitution, (i) has a Scheduled Principal Balance
      (together with that of any other mortgage loan substituted for the same Deleted
      Mortgage Loan) as of the Due Date in the month in which such substitution occurs
      not in excess of the Scheduled Principal Balance of the related Deleted Mortgage
      Loan; provided,
      however,
      that,
      to the extent that the Scheduled Principal Balance of such Mortgage Loan is
      less
      than the Scheduled Principal Balance of the related Deleted Mortgage Loan,
      then
      a Substitution Amount shall be paid by the party effecting such substitution
      to
      the Trustee for deposit into the Certificate Account, and shall be treated
      as a
      Principal Prepayment hereunder; (ii) has a Net Mortgage Rate not lower than
      the
      Net Mortgage Rate of the related Deleted Mortgage Loan and a Net Mortgage Rate
      within the Net Mortgage Rate parameters of the related Subgroup; (iii) has
      a
      remaining stated term to maturity not more than eighteen months longer than,
      and
      not more than eighteen months shorter than, the remaining term to stated
      maturity of the related Deleted Mortgage Loan; provided,
      however,
      in no
      case shall such substitute Mortgage Loan have a remaining stated term to
      maturity later than the Final Scheduled Distribution Date; (iv) (A) has a
      Loan-to-Value Ratio as of the date of such substitution of not greater than
      80%;
provided,
      however,
      that if
      the related Deleted Mortgage Loan has a Loan-to-Value Ratio of greater than
      80%
      as of the date of substitution, then the Loan-to-Value Ratio of such substitute
      Mortgage Loan may be greater than 80% but shall not be greater than the
      Loan-to-Value Ratio of the related Deleted Mortgage Loan and (B) the addition
      of
      such substitute Mortgage Loan does not increase the weighted average
      Loan-to-Value Ratio, as of the date of substitution of the Mortgage Pool by
      more
      than 5%; (v) will comply with all of the representations and warranties relating
      to Mortgage Loans set forth herein, as of the date as of which such substitution
      occurs; (vi) is not a Cooperative Loan unless the related Deleted Mortgage
      Loan
      was a Cooperative Loan; (vii) if applicable, has the same index as and a margin
      not less than that of the related Deleted Mortgage Loan; (viii) has not been
      delinquent for a period of more than 30 days more than once in the twelve months
      immediately preceding such date of substitution; (ix) is covered by a Primary
      Mortgage Insurance Policy if the related Deleted Mortgage Loan is so covered,
      and the Loan-to-Value Ratio of such Mortgage Loan is greater than 80%; and
      (x)
      has a Credit Score not greater than 20 points lower than the Credit Score of
      the
      related Deleted Mortgage Loan; provided,
      however,
      that if
      the Deleted Mortgage Loan does not have a Credit Score, then such substitute
      Mortgage Loan shall have a Credit Score equal to or greater than 700. In the
      event that either one mortgage loan is substituted for more than one Deleted
      Mortgage Loan or more than one mortgage loan is substituted for one or more
      Deleted Mortgage Loans, then (a) the Scheduled Principal Balance referred to
      in
      clause (i) above shall be determined such that the aggregate Scheduled Principal
      Balance of all such substitute Mortgage Loans shall not exceed the aggregate
      Scheduled Principal Balance of all Deleted Mortgage Loans and (b) each of (1)
      the rate referred to in clause (ii) above, (2) the remaining term to stated
      maturity referred to in clause (iii) above, (3) the Loan-to-Value Ratio referred
      to in clause (iv) above and (4) the Credit Score referred to in clause (x)
      above
      shall be determined on a weighted average basis, provided
      that the
      final scheduled maturity date of any Qualifying Substitute Mortgage Loan shall
      not exceed the Final Scheduled Distribution Date of any Class of Certificates.
      Whenever a Qualifying Substitute Mortgage Loan is substituted for a Deleted
      Mortgage Loan pursuant to this Agreement, the party effecting such substitution
      shall certify such qualification in writing to the Trustee or a Custodian on
      its
      behalf. Notwithstanding any provision herein to the contrary, a Qualifying
      Substitute Mortgage Loan shall be deemed to have the same Applicable Fraction
      as
      that of the Deleted Mortgage Loan for which it was substituted.

     

    Rating
      Agency:
      Each of
      Fitch and S&P.

     

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

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

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

     

    Record
      Date:
      With
      respect to any Distribution Date and each Class of Certificates (other than
      the
      LIBOR Certificates), the close of business on the last Business Day of the
      month
      immediately preceding the month in which such Distribution Date occurs; and
      with
      respect to any Distribution Date and the LIBOR Certificates, the Business Day
      immediately preceding the related Distribution Date.

     

    Redemption
      Certificate:
      None.

     

    Redemption
      Event:
      The
      occurrence of an event described in the first paragraph of Section
      4.05(e).

     

    Redemption
      Price:
      For any
      Due Period during which Shares are held as part of the Trust Fund, the
      Redemption Price for the Shares as of the end of such Due Period as determined
      by the Valuation Agent pursuant to the terms of the Valuation and Redemption
      Agreement, provided, however, that solely for purposes of the determination
      required under Section 4.05(e)(ii) and (iii) hereof, such price shall include
      the aggregate amount of distributions received by the Trustee with respect
      to
      such Shares and that are held as part of the Reserve Account.

     

    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.

     

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

     

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

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

     

    Reimbursement
      Amount:
      Not
      applicable.

     

    Related
      Senior Balance:
      For any
      Distribution Date and each of Collateral Group 1A and Collateral Group 1B,
      the
      Initial Senior Balance thereof as reduced by all amounts previously distributed
      in respect of the related Senior Principal Distribution Amount on prior
      Distribution Dates.

     

    Released
      Mortgage Loan:
      As of
      any transfer date as set forth in the related Servicing Agreement, any Mortgage
      Loan other than a Covered Mortgage Loan that was delinquent in payment for
      a
      period of time equal to the later to occur of (i) 210 days or more or (ii)
      30
      days or more after such Mortgage Loan became a Charged-off Loan, in each case
      as
      of the last calendar day of the month immediately proceeding the month in which
      such transfer date occurs, without giving effect to any grace period permitted
      by the related Mortgage Note, and for which foreclosure proceedings have not
      been initiated.

     

    Released
      Mortgage Transferee:
      The
      Master Servicer.

     

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

     

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

     

    Relief
      Act Reduction:
      With
      respect to any Mortgage Loan as to which there has been a reduction in the
      amount of interest collectible thereon as a result of application of the
      Servicemembers Civil Relief Act, as amended, or any similar state law or local
      statute, any amount by which interest collectible on such Mortgage Loan for
      the
      Due Date in the related Due Period is less than interest accrued thereon for
      the
      applicable one-month period at the Mortgage Rate without giving effect to such
      reduction.

     

    REMIC:
      Each of
      REMIC I, REMIC II and REMIC III, as described in the Preliminary Statement
      hereto.

     

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

     

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

     

    Reportable
      Event:
      As
      defined in Section 6.20(f)(i).

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    Reporting
      Servicer:
      As
      defined in Section 6.20(e)(i).

     

    Reserve
      Account: The
      account created pursuant to Section 4.05(a) hereof to provide credit support
      for
      the Private Subordinate Certificates.

     

    Residual
      Certificate:
      Any
      Class LT-R or 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 P, Class R, Class LT-R, Class B4, Class B5 or Class B6 Certificate and
      any
      Restricted Global Security.

     

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

     

    Retained
      Certificate:
      None.

     

    Retained
      Interest:
      Not
      applicable.

     

    Retained
      Interest Mortgage Loan:
      Not
      applicable.

     

    Retained
      Interest Holder:
      Not
      applicable.

     

    Retained
      Interest Rate:
      Not
      applicable.

     

    Retained
      Mortgage File:
      Not
      applicable. 

     

    Retired
      Subordinate Class:
      None.


     

    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 6.20(c).

     

    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.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

     

    Scheduled
      Component:
      None.

     

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

     

    Scheduled
      Principal Balance:
      With
      respect to (i) any Mortgage Loan (other than a Simple Interest Mortgage Loan)
      as
      of any Distribution Date, the principal balance of such Mortgage Loan at the
      close of business on the Cut-off Date, after giving effect to principal payments
      due on or before the Cut-off Date, whether or not received, less an amount
      equal
      to principal payments due after the Cut-off Date and on or before the Due Date
      in the related Due Period, whether or not received from the Mortgagor or
      advanced by the applicable Servicer or the Master Servicer, and all amounts
      allocable to unscheduled principal payments (including Principal Prepayments,
      Net Liquidation Proceeds, Insurance Proceeds and condemnation proceeds, in
      each
      case to the extent identified and applied prior to or during the applicable
      Prepayment Period) and (ii) any REO Property as of any Distribution Date, the
      Scheduled Principal Balance of the related Mortgage Loan on the Due Date
      immediately preceding the date of acquisition of such REO Property by or on
      behalf of the Trustee (reduced by any amount applied as a reduction of principal
      on the Mortgage Loan). With respect to a Liquidated Mortgage Loan, the Scheduled
      Principal Balance will equal zero. With respect to any Mortgage Loan as of
      the
      Cut-off Date, as specified in the Mortgage Loan Schedule. In the case of a
      Simple Interest Mortgage Loan, references herein to such Mortgage Loan’s
      Scheduled Principal Balance shall mean its actual unpaid principal balance.
      The
      actual unpaid principal balance of a Simple Interest Mortgage Loan with respect
      to any Distribution Date shall be determined by subtracting from such Mortgage
      Loan’s unpaid principal balance as of the end of the preceding Due Period the
      amount of the borrower’s fixed monthly payment for the related Due Period that
      is not allocated to the payment of interest applying the Simple Interest
      Method.

     

    Section
      7.01(c) Purchase Event:
      The
      purchase of all the Lower Tier REMIC 1 Uncertificated Regular
      Interests.

     

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

     

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

     

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

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    Senior
      Certificate:
      Any
      Certificate (including any Exchangeable or Exchange Certificate) other than
      a
      Subordinate Certificate or a Class P or Class LT-R Certificate.

     

    Senior
      Percentage:
      With
      respect to each Collateral Group (other than Collateral Group PO) and any
      Distribution Date, the percentage equivalent of a fraction, the numerator of
      which is the Related Senior Balance for such Collateral Group immediately prior
      to such Distribution Date, to the extent that such Classes are outstanding
      on
      such date, and the denominator of which is the related Non-AP Pool Balance
      as of
      the beginning of the Due Period. 

     

    Senior
      Prepayment Percentage:
      With
      respect to each Collateral Group (other than Collateral Group PO) and any
      Distribution Date occurring during the five years beginning on the first
      Distribution Date, 100%. With respect to each Collateral Group (other than
      Collateral Group PO) and for any Distribution Date occurring on or after the
      fifth anniversary of the first Distribution Date, the related Senior Percentage
      plus the following percentage of the related Subordinate Percentage for such
      Distribution Date: for any Distribution Date in the first year thereafter,
      70%;
      for any Distribution Date in the second year thereafter, 60%; for any
      Distribution Date in the third year thereafter, 40%; for any Distribution Date
      in the fourth year thereafter, 20%; and for any subsequent Distribution Date,
      0%; provided,
      however,
      that if
      on any of the foregoing Distribution Dates the Senior Percentage for
Collateral
      Groups 1A or 1B exceeds
      the initial Senior Percentage for that Collateral
      Group,
      the
      Senior Prepayment Percentage for each of Collateral
      Groups 1A
      and 1B
for
      that
      Distribution Date shall once again equal 100%.

     

    Notwithstanding
      the foregoing, no decrease in the Senior Prepayment Percentage for any of
      Collateral Groups 1A or 1B below the level in effect for the most recent prior
      period specified above shall be effective if, as of that Distribution Date
      as to
      which any such decrease applies, (1) the average outstanding principal balance
      on that Distribution Date and for the preceding five Distribution Dates of
      all
      Mortgage Loans in such Collateral Groups that were delinquent 60 days or more
      (including for this purpose any Mortgage Loans in foreclosure or bankruptcy
      and
      Mortgage Loans with respect to which the related Mortgaged Property has been
      acquired by the Trust Fund and any Mortgage Loans modified within 12 months
      prior to such Distribution Date) is greater than or equal to 50% of the
      aggregate Group Subordinate Amounts of such Collateral Groups immediately prior
      to such Distribution Date or (2) cumulative Realized Losses (together with
      the
      interest portion of any related Forgiven Amounts) with respect to the Mortgage
      Loans in such Collateral Groups exceed (a) with respect to any Distribution
      Date
      on or after the fifth anniversary but prior to the sixth anniversary of the
      first Distribution Date, 30% of the aggregate Original Group Subordinate Amounts
      relating to such Collateral Groups, (b) with respect to any Distribution Date
      on
      or after the sixth anniversary but prior to the seventh anniversary of the
      first
      Distribution Date, 35% of the aggregate Original Group Subordinate Amounts
      relating to such Collateral Groups, (c) with respect to any Distribution Date
      on
      or after the seventh anniversary but prior to the eighth anniversary of the
      first Distribution Date, 40% of the aggregate Original Group Subordinate Amounts
      relating to such Collateral Groups, (d) with respect to any Distribution Date
      on
      or after the eighth anniversary but prior to the ninth anniversary of the first
      Distribution Date, 45% of the aggregate Original Group Subordinate Amounts
      relating to such Collateral Groups and (e) with respect to any Distribution
      Date
      on or after the ninth anniversary of the first Distribution Date, 50% of the
      aggregate Original Group Subordinate Amounts relating to such Collateral
      Groups.

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

     

    After
      the
      Class Principal Amount of each Class of Senior Certificates for a Collateral
      Group has been reduced to zero, the Senior Prepayment Percentage for such
      Collateral Group shall be 0%.

     

    Senior
      Principal Distribution Amount:
      For any
      Collateral Group (other than Collateral Group PO) and any Distribution Date,
      the
      sum of the following amounts:

     

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

     

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

     

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

     

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

     

    If
      on any
      Distribution Date the Class Principal Amount of the Class or Classes of Non-AP
      Senior Certificates related to any Collateral Group have been reduced to zero,
      the Senior Principal Distribution Amount for such Class or Classes of Non-AP
      Senior Certificates for such date (following such reduction) and each subsequent
      Distribution Date shall be zero.

     

    Senior
      Principal Priorities:
      The
      priorities for distribution of principal to the Senior Certificates as set
      forth
      in Exhibit O.

     

    Servicer:
      Any
      Servicer that has entered into any of the Servicing Agreements identified on
      Exhibit E hereto, or any successors in interest. The initial Servicer shall
      be
      Aurora Loan Services LLC.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    Servicer
      Remittance Date:
      The day
      in each month on which each Servicer is required to remit payments to the
      account maintained by the Master Servicer, as specified in the related Servicing
      Agreement, which is the 18th day of each month (or if such 18th day is not
      a
      Business Day, the next succeeding Business Day).

     

    Service(s)(ing):
      In
      accordance with Regulation AB, the act of managing or collecting payments on
      the
      Mortgage Loans or any other assets of the Trust Fund by an entity that meets
      the
      definition of “servicer” set forth in Item 1101 of Regulation AB. For
      clarification purposes, any uncapitalized occurrence of this term shall have
      the
      meaning commonly understood by participants in the residential mortgage-backed
      securitization market.

     

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

     

    Servicing
      Agreement:
      The
      servicing agreement between the Servicer and the Seller and acknowledged by
      the
      Trustee dated as of February 1, 2008, identified on Exhibit E hereto, and any
      other servicing agreement entered into between a successor servicer and the
      Seller pursuant to the terms thereof.

     

    Servicing
      Criteria:
      The
      criteria set forth in paragraph (d) of Item 1122 of Regulation AB, as such
      may
      be amended from time to time.

     

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

     

    Servicing
      Fee Rate:
      With
      respect to each Mortgage Loan, the rate specified in the applicable Servicing
      Agreement.

     

    Servicing
      Function Participant:
      Any
      Subservicer, Subcontractor or any other Person, other than a Servicer, each
      Custodian, the Master Servicer, the Paying Agent and the Trustee, that is
      participating in the servicing function within the meaning of Regulation AB,
      unless such Person’s activities relate only to 5% or less of the Mortgage
      Loans.

     

    Servicing
      Officer:
      Any
      officer of the Master Servicer involved in or responsible for the administration
      and servicing or master servicing of the Mortgage Loans whose name appears
      on a
      list of servicing officers furnished by the Master Servicer to the Trustee
      and
      the Custodian, as such list may from time to time be amended.

     

    Shares:
      Any
      shares of stock in the Share Issuer purchased by the Trustee at the direction
      of
      the Holder of the Class LT-R Certificate and held by the Trustee as part of
      the
      Reserve Account pursuant to section 4.05 hereof.

     

    Share
      Issuer:
      A U.S.
      corporation the shares of which may be purchased by the Trustee pursuant to
      Section 4.05(b) hereof.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

     

    Simple
      Interest Method:
      With
      respect to a Simple Interest Mortgage Loan, the method of allocating a payment
      to principal and interest, pursuant to which the portion of such payment that
      is
      allocated to interest is equal to the product of the applicable rate of interest
      multiplied by the unpaid principal balance multiplied by the period of time
      elapsed since the preceding payment of interest was made and divided by either
      360 or 365, as specified in the related Mortgage Note and the remainder of
      such
      payment is allocated to principal.

     

    Simple
      Interest Mortgage Loan:
      Any
      Mortgage Loan specified as a “DSI Loan” in the Mortgage Loan Schedule attached
      hereto as Schedule A.

     

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

     

    Special
      Hazard Loss Limit:
      As of
      the Cut-off Date, $3,965,000.00, which amount shall be reduced from time to
      time
      to an amount equal on any Distribution Date to the lesser of (a) the greatest
      of
      (i) 1.15% of the aggregate of the Scheduled Principal Balances of the related
      Mortgage Loans; (ii) twice the Scheduled Principal Balance of the related
      Mortgage Loan having the highest Scheduled Principal Balance, and (iii) the
      aggregate Scheduled Principal Balances of the related Mortgage Loans secured
      by
      Mortgaged Properties located in the single California postal zip code area
      having the highest aggregate Scheduled Principal Balance of Mortgage Loans
      of
      any such postal zip code area and (b) the related Special Hazard Loss Limit
      as
      of the Closing Date less the amount, if any, of Special Hazard Losses incurred
      with respect to the Mortgage Loans since the Closing Date. 

     

    Specified
      Rating:
      Not
      applicable.

     

    Startup
      Day:
      The day
      designated as such pursuant to Section 10.01(b) 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) of the Mortgage Loans but performs one or
      more discrete material functions required to be performed under this Agreement,
      each Custodial Agreement, each Servicing Agreement or any subservicing
      agreement, as identified in Item 1122(d) of Regulation AB with respect to the
      Mortgage Loans under the direction or authority of the Trustee,
      the
      Master Servicer, a Custodian or a Servicer.

     

    Subgroups:
      Each of
      the subgroupings of Mortgage Loans described below:

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    
       

      “Subgroup
        1-A”:
        The
        Mortgage Loans in the Mortgage Pool with Net Mortgage Rates of less than
        6.00%.

       

    

    “Subgroup
      1-B”:
      The
      Mortgage Loans in the Mortgage Pool with Net Mortgage Rates of greater than
      or
      equal to 6.00% and less than or equal to 11.00%.

     

    Subordinate
      Certificates:
      Any of
      the Class B1, Class B2, Class B3, Class B4, Class B5 and Class B6
      Certificates.

     

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

     

    Subordinate
      Class Percentage:
      With
      respect to any Distribution Date and any Class of Subordinate Certificates,
      the
      percentage obtained by dividing the Class Principal Amount of such Class
      immediately prior to such Distribution Date by the aggregate Certificate
      Principal Amount of all Subordinate Certificates immediately prior to such
      Distribution Date. 

     

    Subordinate
      Percentage:
      With
      respect to each Collateral Group (other than Collateral Group PO) and any
      Distribution Date, the difference between 100% and the related Senior Percentage
      for such Distribution Date.

     

    Subordinate
      Prepayment Percentage:
      With
      respect to each Collateral Group (other than Collateral Group PO) and any
      Distribution Date, the difference between 100% and the related Senior Prepayment
      Percentage for such Distribution Date.

     

    Subordinate
      Principal Distribution Amount:
      For any
      Collateral Group (other than Collateral Group PO) and any Distribution Date,
      the
      sum of the following:

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    Subsequent
      Recovery:
      The
      amount, if any, recovered by the related Servicer or the Master Servicer with
      respect to a Liquidated Mortgage Loan with respect to which a Realized Loss
      has
      been incurred after liquidation and disposition of such Mortgage
      Loan.

     

    Subservicer:
      Any
      Person that (i) is considered to be a Servicing Function Participant, (ii)
      services Mortgage Loans on behalf of any Servicer or Additional Servicer, and
      (iii) is responsible for the performance (whether directly or through
      subservicers or Subcontractors) of Servicing functions required to be performed
      under this Agreement, any related Servicing Agreement or any subservicing
      agreement that are identified in Item 1122(d) of Regulation AB.

     

    Substitution
      Amount:
      The
      amount, if any, by which the Scheduled Principal Balance of a Deleted Mortgage
      Loan exceeds the Scheduled Principal Balance of the related Qualifying
      Substitute Mortgage Loan, or aggregate Scheduled Principal Balance, if
      applicable, plus
      unpaid
      interest thereon at the applicable Net Mortgage Rate from the date on which
      interest was first paid through the end of the Due Period in which such
      substitution occurs, and any related unpaid Advances or Servicing Advances
      or
      unpaid Servicing Fees, and the amount of any costs and damages incurred by
      the
      Trustee or the Trust Fund associated with a violation of any applicable federal,
      state or local predatory or abusive lending law in connection with the
      origination of such Deleted Mortgage Loan.

     

    Supplemental
      Interest Trust:
      None.

     

    TAC
      Certificate:
      None.

     

    TAC
      Principal Amount:
      None.

     

    TAC
      Principal Amount Schedule:
      None.

     

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

     

    Termination
      Price:
      As
      defined in Section 7.01 hereof.

     

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

     

    
      
        
        

      

      
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    Transfer
      Agreement:
      As
      defined in the Mortgage Loan Sale Agreement.

     

    Transferor:
      Each
      seller of Mortgage Loans to LBB or the Seller, pursuant to a Transfer
      Agreement.

     

    Trust
      Fund:
      The
      corpus of the Lehman Mortgage Trust 2008-2 created pursuant to this Agreement,
      consisting of the Mortgage Loans (other than any Retained Interest), the
      assignment of the Depositor’s rights under the Mortgage Loan Sale Agreement,
      such amounts as shall from time to time be held in the Collection Account,
      the
      Certificate Account, the Reserve Account, any Escrow Account, the Insurance
      Policies, any REO Property and the other items referred to in, and conveyed
      to
      the Trustee under, Section 2.01(a).

     

    Trust
      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.

     

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

     

    Undercollateralized
      Class or Classes:
      With
      respect to any Distribution Date and any Class of Non-AP Senior Certificates
      relating to a Collateral Group as to which the total Certificate Principal
      Amount thereof, after giving effect to distributions pursuant to Sections
      5.02(a) and (b) on such date, is greater than the Non-AP Pool Balance of the
      related Collateral Group for such Distribution Date, in the case of the Senior
      Certificates (other than the Notional Certificates).

     

    Underlying
      REMIC Certificates:
      The
      following Classes of Certificates, issued hereunder in uncertificated form
      to
      the Exchange Trustee: Class 1-A3, Class 1-A4, Class 1-A5, Class 1-A6, Class
      1-A7
      and Class 1-A8 Certificates. 

     

    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.

     

    Unpaid
      Basis Risk Shortfall:
      None.

     

    Valuation
      Agent:
      As
      defined in the Valuation and Redemption Agreement.

     

    Valuation
      and Redemption Agreement:
      An
      agreement to be executed in connection with any purchase of Shares by the
      Trustee pursuant to Section 4.05(b) hereof among Lehman Brothers Holdings Inc.,
      as Valuation Agent, the Share Issuer, and Wells Fargo Bank, N.A., not in its
      individual capacity but solely as Trustee, substantially in the form of Exhibit
      W hereto.

     

    
      
        
        

      

      
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    Voting
      Interests:
      The
      portion of the voting rights of all the Certificates that is allocated to any
      Certificate for purposes of the voting provisions of this Agreement. At all
      times during the term of this Agreement until the Class Notional Amount of
      each
      Class of Notional Certificates has been reduced to zero, 1% of all Voting
      Interests shall be allocated to each Class of Notional Certificates and the
      remaining Classes of Certificates shall be allocated the remaining percentage
      of
      all Voting Interests. After the Class Notional Amount of each Class of Notional
      Certificate has been reduced to zero, 100% of all Voting Interests shall be
      allocated to the remaining Classes of Certificates. Voting Interests allocated
      to the Notional Certificates shall be allocated among the Certificates of each
      such Class in proportion to their Notional Amounts. 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). Voting Interests allocated to a Class of Exchange
      Certificates shall be proportionately allocated to the related Class or Classes
      of Exchangeable Certificates on the basis of the related exchange proportions.
      In the case of the purchase by the Master Servicer of the Lower Tier REMIC
      I
      Uncertificated Regular Interests pursuant to a Section 7.01(c) Purchase Event,
      the LTURI holder shall be allocated 100% of the Voting Interests and upon such
      purchase any provisions in this Agreement which require a vote by, a direction
      or notice given by, an action taken by, a request in writing by or the consent
      of, any percentage of the Holders of the Certificates or any Class of
      Certificates may be exercised by the LTURI holder.

     

    Weighted
      Average Rate:
      The
      weighted average rate applicable to each Class of Subordinate Certificates
      will
      be the weighted average of the Designated Rates applicable to Collateral Groups
      1A and 1B, weighted on the basis of the Group Subordinate Amounts
      thereof.

     

    WHFIT:
      Shall
      mean a “widely held fixed investment trust” as that term is defined in Treasury
      Regulations section 1.671-5(b)(22) or successor provisions.

     

    WHFIT
      Regulations:
      Shall
      mean Treasury Regulations section 1.671-5, as amended.

     

    WHMT:
      Shall
      mean a “widely held mortgage trust” as that term is defined in Treasury
      Regulations section 1.671-5(b)(23) or successor provisions. 

     

    Section
      1.02. Calculations Respecting Mortgage Loans.

     

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

     

    
      
        
        

      

      
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    ARTICLE
      II


     

    DECLARATION
      OF TRUST;

    ISSUANCE
      OF CERTIFICATES

     

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

     

    (a) Concurrently
      with the execution and delivery of this Agreement, the Depositor does hereby
      transfer, assign, set over, deposit with and otherwise convey to the Trustee,
      without recourse, subject to Sections 2.02, 2.04, 2.05 and 2.06, in trust,
      all
      the right, title and interest of the Depositor in and to the Mortgage Loans.
      Such conveyance includes, without limitation, the right to all distributions
      of
      principal and interest received on or with respect to the Mortgage Loans on
      and
      after the Cut-off Date (other than payments of principal and interest due on
      or
      before such date) and all such payments due after such date but received prior
      to such date and intended by the related Mortgagors to be applied after such
      date, together with all of the Depositor’s right, title and interest in and to
      the Collection Account and all amounts from time to time credited to and the
      proceeds of the Collection Account, the Certificate Account and all amounts
      from
      time to time credited to and the proceeds of the Certificate Account, the
      Reserve Account, any Basis Risk Reserve Fund, any Escrow Account established
      pursuant to Section 9.06 hereof and all amounts from time to time credited
      to
      and the proceeds of any such Escrow Account, any REO Property and the proceeds
      thereof, the Depositor’s rights under any Insurance Policies related to the
      Mortgage Loans, and the Depositor’s security interest in any collateral pledged
      to secure the Mortgage Loans, including the Mortgaged Properties and any
      Additional Collateral, and any proceeds of the foregoing, to have and to hold,
      in trust; and the Trustee declares that, subject to the review provided for
      in
      Section 2.02, it (or a Custodian on its behalf) has received and shall hold
      the
      Trust Fund, as trustee, in trust, for the benefit and use of the Holders of
      the
      Certificates and for the purposes and subject to the terms and conditions set
      forth in this Agreement, and, concurrently with such receipt, has caused to
      be
      executed, authenticated and delivered to or upon the order of the Depositor,
      in
      exchange for the Trust Fund, Certificates in the authorized denominations
      evidencing the entire ownership of the Trust Fund. 

     

    Concurrently
      with the execution and delivery of this Agreement and any Cap Agreement, the
      Depositor does hereby assign to the Trustee all of its rights and interest
      under
      the Mortgage Loan Sale Agreement including all rights of the Seller under the
      Servicing Agreement and each Transfer Agreement (other than first payment date
      default or early payment date default rights against the related Transferor)
      to
      the extent assigned under such Mortgage Loan Sale Agreement or any Assignment
      Agreement (as applicable). The Trustee (solely in its capacity as Trustee
      hereunder) hereby accepts such assignment, and shall be entitled to exercise
      all
      rights of the Depositor under the Mortgage Loan Sale Agreement as if, for such
      purpose, it were the Depositor. The foregoing sale, transfer, assignment,
      set-over, deposit and conveyance does not and is not intended to result in
      creation or assumption by the Trustee of any obligation of the Depositor, the
      Seller, or any other Person in connection with the Mortgage Loans or any other
      agreement or instrument relating thereto except as specifically set forth
      herein. The Depositor hereby authorizes and directs the Trustee, solely in
      its
      capacity as trustee of any Supplemental Interest Trust created hereunder, to
      execute and deliver any Cap Agreement. The Seller, the Master
      Servicer, the
      Depositor and the Certificateholders acknowledge and agree that the Trustee
      is
      executing any Cap Agreement solely in its capacity as trustee of the
      Supplemental Interest Trust, and not in its individual capacity. The Trustee
      shall have no duty or responsibility to enter into any other interest rate
      cap
      agreement upon the expiration or termination of any such Cap
      Agreement.

     

    
      
        
        

      

      
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    In
      addition, concurrently with the execution and delivery of this Agreement, the
      Depositor does hereby transfer, assign, set over, and otherwise convey to the
      Trustee, without recourse, in trust, all right, title and interest of the
      Depositor in and to the Depositor’s right to receive any Prepayment Penalty
      Amounts in respect of the Mortgage Loans. 

     

    It
      is
      agreed and understood by the Depositor and the Trustee (and the Depositor has
      so
      represented and recognized in the Mortgage Loan Sale Agreement) that it is
      not
      intended that any Mortgage Loan to be included in the Trust Fund be a (i)
“High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective
      November 27, 2003; (ii) “High-Cost Home Loan” as defined in the New Mexico Home
      Loan Protection Act effective January 1, 2004; (iii) “High-Cost Home Mortgage
      Loans” as defined in the Massachusetts Predatory Home Loan Practices Act
      effective November 7, 2004 and (iv) “High Cost Home Loans” as defined in the
      Indiana Home Loan Practices Act effective January 1, 2005. 

     

    (b) In
      connection with such transfer and assignment, the Depositor does hereby deliver
      and deposit with, or cause to be delivered to and deposited with, the Trustee,
      and/or any Custodian acting on the Trustee’s behalf, if applicable, the
      following documents or instruments with respect to each Mortgage Loan (each
      a
“Mortgage File”) so transferred and assigned:

     

    (i) with
      respect to each Mortgage Loan, the original Mortgage Note endorsed without
      recourse in proper form to the order of the Trustee, as shown in Exhibit B-4,
      or
      in blank (in each case, with all necessary intervening endorsements as
      applicable);

     

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

     

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

     

    
      
        
        

      

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

     

    (v) with
      respect to each Non-MERS Mortgage Loan other than a Cooperative Loan, an
      original Assignment of Mortgage, in form and substance acceptable for recording.
      The Mortgage shall be assigned either (A) in blank, without recourse or (B)
      to
“Wells Fargo Bank, N.A., as Trustee of the Lehman Mortgage Trust 2008-2,”
without recourse;

     

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

     

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

     

    (viii) with
      respect to each Mortgage Loan other than a Cooperative Loan, the original
      mortgagee title insurance policy or attorney’s opinion of title and abstract of
      title;

     

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

     

    
      
        
        

      

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

     

    (xi) in
      connection with any pledge of Additional Collateral, the original additional
      collateral pledge and security agreement executed in connection therewith,
      assigned to the Trustee; and

     

    (xii) with
      respect to any manufactured housing contract, any related manufactured housing
      sales contract, installment loan agreement or participation
      interest.

     

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

     

    (c) (i) Assignments
      of Mortgage with respect to each Non-MERS Mortgage Loan other than a Cooperative
      Loan shall be recorded; provided,
      however,
      that
      such Assignments of Mortgage need not be recorded if, on or prior to the Closing
      Date, the Depositor delivers, at its own expense, an Opinion of Counsel
      addressed to the Trustee (which must be from Independent counsel) (which Opinion
      of Counsel may be in the form of a memorandum of law) acceptable to the Trustee
      and the Rating Agencies, recording in such states is not required to protect
      the
      Trustee’s interest in the related Non-MERS Mortgage Loans. Subject to the
      preceding sentence, as soon as practicable after the Closing Date (but in no
      event more than 3 months thereafter except to the extent delays are caused
      by
      the applicable recording office), the Trustee, at the expense of the Depositor
      and with the cooperation of the applicable Servicer, shall cause to be properly
      recorded by such Servicer in each public recording office where the related
      Mortgages are recorded each Assignment of Mortgage referred to in subsection
      (b)(v) above with respect to each Non-MERS Mortgage Loan. With respect to each
      Cooperative Loan, the Trustee, at the expense of the Depositor and with the
      cooperation of the applicable Servicer, shall cause such Servicer to take such
      actions as are necessary under applicable law in order to perfect the interest
      of the Trustee in the related Mortgaged Property.

     

    (ii) With
      respect to each MERS Mortgage Loan, the Master Servicer shall direct the
      applicable Servicer, at the expense of the Depositor, to take such actions
      as
      are necessary to cause the Trustee or its nominee to be clearly identified
      as
      the owner of each such Mortgage Loan on the records of MERS for purposes of
      the
      system of recording transfers of beneficial ownership of mortgages maintained
      by
      MERS.

     

    (d) In
      instances where a Title Insurance Policy is required to be delivered to the
      Trustee, or to the applicable Custodian on behalf of the Trustee, under clause
      (b)(viii) above and is not so delivered, the Depositor will provide a copy
      of
      such Title Insurance Policy to the Trustee, or to the applicable Custodian
      on
      behalf of the Trustee, as promptly as practicable after the execution and
      delivery hereof, but in any case within 180 days of the Closing
      Date.

     

    
      
        
        

      

      
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    (e) For
      Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date
      and prior to the Closing Date, the Depositor, in lieu of delivering the above
      documents, herewith delivers to the Trustee, or to the applicable Custodian
      on
      behalf of the Trustee, an Officer’s Certificate which shall include a statement
      to the effect that all amounts received in connection with such prepayment
      that
      are required to be deposited in the Collection Account pursuant to Section
      4.01
      have been so deposited. All original documents that are not delivered to the
      Trustee or the applicable Custodian on behalf of the Trustee shall be held
      by a
      Servicer in trust for the benefit of the Trustee and the
      Certificateholders.

     

    (f) The
      Depositor shall have the right to receive any and all loan-level information
      regarding the characteristics and performance of the Mortgage Loans upon
      request, and to publish, disseminate or otherwise utilize such information
      in
      its discretion, subject to applicable laws and regulations.

     

    (g) The
      issuing entity is hereby named Lehman Mortgage Trust, Series
      2008-2.

     

    (h) The
      Trustee hereby acknowledges receipt of the Initial Deposit.

     

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

     

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

     

    (b) Within
      45
      days after the Closing Date, the Trustee or the applicable Custodian will,
      on
      behalf of the Trustee and for the benefit of Holders of the Certificates, review
      each Mortgage File to ascertain that all required documents set forth in Section
      2.01 have been received and appear on their face to contain the requisite
      signatures by or on behalf of the respective parties thereto, and shall deliver
      to the Trustee, the Depositor, the Servicers and the Master Servicer an Interim
      Certification in the form annexed hereto as Exhibit B-2 (or in the form annexed
      to the applicable Custodial Agreement as Exhibit B-2, as applicable to the
      effect that, as to each Mortgage Loan listed in the Mortgage Loan Schedule
      (other than any Mortgage Loan prepaid in full or any Mortgage Loan specifically
      identified in such certification as not covered by such certification), (i)
      all
      of the applicable documents specified in Section 2.01(b) are in its possession
      and (ii) such documents have been reviewed by it and appear to relate to such
      Mortgage Loan. The Trustee, or the applicable Custodian on behalf of the
      Trustee, shall determine whether such documents are executed and endorsed,
      but
      shall be under no duty or obligation to inspect, review or examine any such
      documents, instruments, certificates or other papers to determine that the
      same
      are valid, binding, legally effective, properly endorsed, genuine, enforceable
      or appropriate for the represented purpose or that they have actually been
      recorded or are in recordable form or that they are other than what they purport
      to be on their face. Neither the Trustee nor any Custodian shall have any
      responsibility for verifying the genuineness or the legal effectiveness of
      or
      authority for any signatures of or on behalf of any party or
      endorser.

     

    
      
        
        

      

      
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    (c) If
      in the
      course of the review described in paragraph (b) above the Trustee or the
      applicable Custodian discovers any document or documents constituting a part
      of
      a Mortgage File that is missing, does not appear regular on its face (i.e.,
      is
      mutilated, damaged, defaced, torn or otherwise physically altered) or appears
      to
      be unrelated to the Mortgage Loans identified in the Mortgage Loan Schedule
      (each, a “Material Defect”), the Trustee, or the applicable Custodian on behalf
      of the Trustee, shall promptly identify the Mortgage Loan to which such Material
      Defect relates in the Interim Certification delivered to the Depositor, the
      Master Servicer and the Trustee. Within 90 days of its receipt of such notice,
      the Transferor, or if the Transferor does not do so, the Depositor shall be
      required to cure such Material Defect (and, in such event, the Depositor shall
      provide the Trustee with an Officer’s Certificate confirming that such cure has
      been effected). If the applicable Transferor or the Depositor, as applicable,
      does not so cure such Material Defect, it shall, if a loss has been incurred
      with respect to such Mortgage Loan that would, if such Mortgage Loan were not
      purchased from the Trust Fund, constitute a Realized Loss, and such loss is
      attributable to the failure of the applicable Transferor or the Depositor to
      cure such Material Defect, repurchase the related Mortgage Loan from the Trust
      Fund at the Purchase Price. A loss shall be deemed to be attributable to the
      failure of the applicable Transferor or the Depositor to cure a Material Defect
      if, as determined by the Depositor, upon mutual agreement with the Trustee
      acting in good faith, absent such Material Defect, such loss would not have
      been
      incurred. Within the two-year period following the Closing Date, the Depositor
      may, in lieu of repurchasing a Mortgage Loan pursuant to this Section 2.02,
      substitute for such Mortgage Loan a Qualifying Substitute Mortgage Loan subject
      to the provisions of Section 2.05. The failure of the Trustee or the applicable
      Custodian to give the notice contemplated herein within 45 days after the
      Closing Date shall not affect or relieve the Depositor of its obligation to
      repurchase any Mortgage Loan pursuant to this Section 2.02 or any other Section
      of this Agreement requiring the repurchase of Mortgage Loans from the Trust
      Fund.

     

    (d) Within
      180 days following the Closing Date, the applicable Custodian shall deliver
      to
      the Trustee, the Depositor, the Servicers and the Master Servicer a Final
      Certification substantially in the form annexed hereto as Exhibit B-3 (or in
      the
      form annexed to the applicable Custodial Agreement as Exhibit B-3, as applicable
      evidencing the completeness of the Mortgage Files in its possession or control,
      with any exceptions noted thereto.

     

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

     

    
      
        
        

      

      
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    (f) Each
      of
      the parties hereto acknowledges that each Custodian shall perform the applicable
      review of the Mortgage Loans covered by its Custodial Agreement and deliver
      the
      respective certifications thereof as provided in this Section 2.02.


     

    (g) Notwithstanding
      anything to the contrary contained herein, the parties hereto acknowledge that
      the functions of the Trustee with respect to the custody, acceptance, inspection
      and release of Mortgage Files, including but not limited to certain insurance
      policies and documents contemplated by this Agreement or the Servicing
      Agreement(s), and preparation and delivery of the certifications shall be
      performed by the Custodians pursuant to the terms and conditions of the
      Custodial Agreements.

     

    (h) The
      Trustee, solely in its capacity as Trustee, is hereby authorized and directed
      by
      the Depositor to appoint the Custodians and to execute and deliver, concurrently
      with the execution of this Agreement, the Custodial Agreements and Servicing
      Agreements.

     

    Section
      2.03. Representations and Warranties of the Depositor.

     

    (a) The
      Depositor hereby represents and warrants to the Trustee, for the benefit of
      Certificateholders, and to the Master Servicer, 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;

     

    
      
        
        

      

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

     

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

     

    (b) The
      representations and warranties of each Transferor with respect to the related
      Mortgage Loans in the applicable Transfer Agreement, which have been assigned
      to
      the Trustee hereunder, were made as of the date specified in the applicable
      Transfer Agreement (or underlying agreement, if such Transfer Agreement is
      in
      the form of an assignment of a prior agreement). To the extent that any fact,
      condition or event with respect to a Mortgage Loan constitutes a breach of
      both
      (i) a representation or warranty of the applicable Transferor under the
      applicable Transfer Agreement and (ii) a representation or warranty of LBH
      under
      the Mortgage Loan Sale Agreement, the only right or remedy of the Trustee or
      of
      any Certificateholder shall be the Trustee’s right to enforce the obligations of
      the applicable Transferor under any applicable representation or warranty made
      by it. The Trustee acknowledges that, except as otherwise provided in the
      Mortgage Loan Sale Agreement, LBH shall have no obligation or liability with
      respect to any breach of a representation or warranty made by it with respect
      to
      the Mortgage Loans if the fact, condition or event constituting such breach
      also
      constitutes a breach of a representation or warranty made by the applicable
      Transferor in the applicable Transfer Agreement, without regard to whether
      such
      Transferor fulfills its contractual obligations in respect of such
      representation or warranty. The Trustee further acknowledges that the Depositor
      shall have no obligation or liability with respect to any breach of any
      representation or warranty with respect to the Mortgage Loans under any
      circumstances.

     

    
      
        
        

      

      
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    Section
      2.04. Discovery of Breach.

     

    It
      is
      understood and agreed that the representations and warranties (i) of the
      Depositor set forth in Section 2.03 hereof, (ii) of LBH set forth in the
      Mortgage Loan Sale Agreement and assigned to the Trustee by the Depositor
      hereunder and (iii) of each Transferor, assigned by LBH to the Depositor
      pursuant to the Mortgage Loan Sale Agreement and assigned to the Trustee by
      the
      Depositor hereunder, shall each survive delivery of the Mortgage Files and
      the
      Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue
      throughout the term of this Agreement. Upon discovery by any of the Depositor,
      the Master Servicer or a Responsible Officer of the Trustee of a breach of
      any
      of such representations and warranties that adversely and materially affects
      the
      value of the related Mortgage Loan, the party discovering such breach shall
      give
      prompt written notice to the other parties; provided, to the extent that
      knowledge of such breach with respect to any Mortgage Loan is known by any
      officer, director, employee or agent of Aurora Loan Services LLC acting in
      any
      capacity other than as Master Servicer hereunder, the Master Servicer shall
      not
      be deemed to have knowledge of any such breach until an officer of the Master
      Servicer has actual knowledge thereof. Within 90 days of the discovery of a
      breach of any representation or warranty given to the Trustee by the Depositor,
      any Transferor or LBH and assigned to the Trustee hereunder, the Depositor,
      such
      Transferor or LBH shall either (a) cure such breach in all material respects,
      (b) repurchase such Mortgage Loan or any property acquired in respect thereof
      from the Trustee at the Purchase Price or (c) within the two year period
      following the Closing Date, substitute a Qualifying Substitute Mortgage Loan
      for
      the affected Mortgage Loan. In the event of the discovery of a breach of any
      representation and warranty of any Transferor assigned to the Trustee, the
      Trustee shall enforce its rights under the applicable Transfer Agreement and
      the
      Mortgage Loan Sale Agreement for the benefit of the Certificateholders. As
      provided in the Mortgage Loan Sale Agreement, if any Transferor substitutes
      for
      a Mortgage Loan for which there is a breach of any representations and
      warranties in the related Transfer Agreement which adversely and materially
      affects the value of such Mortgage Loan and such substitute mortgage loan is
      not
      a Qualifying Substitute Mortgage Loan, under the terms of the Mortgage Loan
      Sale
      Agreement, LBH will, in exchange for such Substitute Mortgage Loan, either
      (i) provide the applicable Purchase Price for the affected Mortgage Loan or
      (ii) within two years of the Closing Date, substitute such affected
      Mortgage Loan with a Qualifying Substitute Mortgage Loan. 

     

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

     

    (a) With
      respect to any Mortgage Loan repurchased by the Depositor pursuant to this
      Agreement, by LBH pursuant to the Mortgage Loan Sale Agreement or by any
      Transferor pursuant to the applicable Transfer Agreement, the principal portion
      of the funds received by the Trustee in respect of such repurchase of a Mortgage
      Loan will be considered a Principal Prepayment and the Purchase Price shall
      be
      deposited in the Certificate Account. The Trustee, upon receipt by LBH or a
      Transferor of the full amount of the Purchase Price for a Deleted Mortgage
      Loan,
      or upon its receipt of notification from the applicable Custodian that it has
      received the Mortgage File for a Qualifying Substitute Mortgage Loan substituted
      for a Deleted Mortgage Loan (and any applicable Substitution Amount), shall
      release or cause to be released and reassigned to the Depositor, LBH or the
      applicable Transferor, as applicable, the related Mortgage File for the Deleted
      Mortgage Loan and shall execute and deliver such instruments of transfer or
      assignment, in each case without recourse, representation or warranty, as shall
      be necessary to vest in such party or its designee or assignee title to any
      Deleted Mortgage Loan released pursuant hereto, free and clear of all security
      interests, liens and other encumbrances created by this Agreement, which
      instruments shall be prepared by the applicable Servicer or the Trustee (or
      the
      applicable Custodian), and the Trustee shall have no further responsibility
      with
      respect to the Mortgage File relating to such Deleted Mortgage Loan. The Seller
      indemnifies and holds the Trust Fund, the Trustee, the Depositor and each
      Certificateholder harmless against any and all taxes, claims, losses, penalties,
      fines, forfeitures, reasonable legal fees and related costs, judgments, and
      any
      other costs, fees and expenses that the Trust Fund, the Trustee, the Depositor
      and any Certificateholder may sustain in connection with any actions of the
      Seller relating to a repurchase of a Mortgage Loan other than in compliance
      with
      the terms of this Section 2.05 and the Mortgage Loan Sale Agreement, to the
      extent that any such action causes (i) any federal or state tax to be imposed
      on
      the Trust Fund, including without limitation, any federal tax imposed on
“prohibited transactions” under Section 860F(2) of the Code, or (ii) any REMIC
      created hereunder to fail to qualify as a REMIC at any time that any Certificate
      is outstanding.

     

    
      
        
        

      

      
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    (b) With
      respect to each Qualifying Substitute Mortgage Loan to be delivered to the
      Trustee (or the applicable Custodian) pursuant to the terms of this Article
      II
      in exchange for a Deleted Mortgage Loan: (i) the Depositor, the applicable
      Transferor or LBH must deliver to the Trustee (or the applicable Custodian)
      the
      Mortgage File for the Qualifying Substitute Mortgage Loan containing the
      documents set forth in Section 2.01(b) along with a written certification
      certifying as to the delivery of such Mortgage File and containing the granting
      language set forth in Section 2.01(a); and (ii) the Depositor will be deemed
      to
      have made, with respect to such Qualifying Substitute Mortgage Loan, each of
      the
      representations and warranties made by it with respect to the related Deleted
      Mortgage Loan. As soon as practicable after the delivery of any Qualifying
      Substitute Mortgage Loan hereunder, the Master Servicer, at the expense of
      the
      Depositor and at the direction and with the cooperation of the applicable
      Servicer, shall, with respect to a Qualifying Substitute Mortgage Loan that
      is a
      Non-MERS Mortgage Loan, cause the Assignment of Mortgage to be recorded by
      such
      Servicer if required pursuant to Section 2.01(c)(i), or such Servicer shall,
      with respect to a Qualifying Substitute Mortgage Loan that is a MERS Mortgage
      Loan, cause to be taken such actions as are necessary to cause the Trustee
      to be
      clearly identified as the owner of each such Mortgage Loan on the records of
      MERS if required pursuant to Section 2.01(c)(ii).

     

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

     

    
      
        
        

      

      
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    Section
      2.06. Grant Clause.

     

    (a) It
      is
      intended that the conveyance of the Depositor’s right, title and interest in and
      to property constituting the Trust Fund pursuant to this Agreement shall
      constitute, and shall be construed as, a sale of such property and not a grant
      of a security interest to secure a loan. However, if such conveyance is deemed
      to be in respect of a loan, it is intended that: (1) the rights and obligations
      of the parties shall be established pursuant to the terms of this Agreement;
      (2)
      the Depositor hereby grants to the Trustee for the benefit of the Holders of
      the
      Certificates a first priority security interest to secure repayment of an
      obligation in an amount equal to the aggregate Class Principal Amount of the
      Certificates (or the aggregate principal balance of the Lower tier REMIC I
      Uncertificated Regular Interests, if applicable) in all of the Depositor’s
      right, title and interest in, to and under, whether now owned or hereafter
      acquired, the Trust Fund and all proceeds of any and all property constituting
      the Trust Fund to secure payment of the Certificates or Lower Tier REMIC I
      Uncertificated Regular Interests, as applicable; and (3) this Agreement shall
      constitute a security agreement under applicable law. If such conveyance is
      deemed to be in respect of a loan and the Trust created by this Agreement
      terminates prior to the satisfaction of the claims of any Person holding any
      Certificate or Lower Tier REMIC I Uncertificated Regular Interests, as
      applicable, the security interest created hereby shall continue in full force
      and effect and the Trustee shall be deemed to be the collateral agent for the
      benefit of such Person, and all proceeds shall be distributed as herein
      provided.

     

    (b) The
      Depositor shall, to the extent consistent with this Agreement, take such
      reasonable actions as may be necessary to ensure that, if this Agreement were
      deemed to create a security interest in the Mortgage Loans and the other
      property described above, such security interest would be deemed to be a
      perfected security interest of first priority under applicable law and will
      be
      maintained as such throughout the term of this Agreement. The Depositor will,
      at
      its own expense, make all initial filings on or about the Closing Date and
      shall
      forward a copy of such filing or filings to the Trustee. Without limiting the
      generality of the foregoing, the Depositor shall prepare and forward for filing,
      or shall cause to be forwarded for filing, at the expense of the Depositor,
      all
      filings necessary to maintain the effectiveness of any original filings
      necessary under the relevant UCC to perfect the Trustee’s security interest in
      or lien on the Mortgage Loans, including without limitation (x) continuation
      statements, and (y) such other statements as may be occasioned by (1) any change
      of name of the Seller, the Depositor or the Trustee, (2) any change of location
      of the jurisdiction of organization of the Seller or the Depositor, (3) any
      transfer of any interest of the Seller or the Depositor in any Mortgage Loan
      or
      (4) any change under the relevant UCC or other applicable laws. Neither the
      Seller nor the Depositor shall organize under the law of any jurisdiction other
      than the State under which each is organized as of the Closing Date (whether
      changing its jurisdiction of organization or organizing under an additional
      jurisdiction) without giving 30 days prior written notice of such action to
      its
      immediate and intermediate transferee, including the Trustee. Before effecting
      such change, the Seller or the Depositor proposing to change its jurisdiction
      of
      organization shall prepare and file in the appropriate filing office any
      financing statements or other statements necessary to continue the perfection
      of
      the interests of its immediate and intermediate transferees, including the
      Trustee, in the Mortgage Loans. In connection with the transactions contemplated
      by this Agreement, each of the Seller and the Depositor authorizes its immediate
      or intermediate transferee to file in any filing office any initial financing
      statements, any amendments to financing statements, any continuation statements,
      or any other statements or filings described in this paragraph (b).

     

    
      
        
        

      

      
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    ARTICLE
      III


     

    THE
      CERTIFICATES

     

    Section
      3.01. The Certificates.

     

    (a) The
      Certificates shall be issuable in registered form only and shall be securities
      governed by Article 8 of the New York Uniform Commercial Code. The Book-Entry
      Certificates will be evidenced by one or more certificates, beneficial ownership
      of which will be held in the dollar denominations in Certificate Principal
      Amount or Notional Amount, as applicable, or in the Percentage Interests,
      specified herein. Each Class of Book-Entry Certificates shall be issued in
      the
      minimum denominations in Certificate Principal Amount (or Notional Amount)
      or
      Percentage Interest specified in the Preliminary Statement hereto and in
      integral multiples of $1 or 5% (in the case of Certificates issued in Percentage
      Interests) in excess thereof. Each Class of Non-Book Entry Certificates other
      than the Residual Certificate shall be issued in definitive, fully registered
      form in the minimum denominations in Certificate Principal Amount (or Notional
      Amount) specified in the Preliminary Statement hereto and in integral multiples
      of $1 in excess thereof. The Residual Certificates shall each 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 any Class of Residual
      Certificates may be issued in any denomination in excess of the minimum
      denomination.

     

    (b) The
      Certificates shall be executed by manual or facsimile signature on behalf of
      the
      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 (or the Custodian on its behalf) of the Mortgage Files described
      in
      Section 2.01. No Certificate shall be entitled to any benefit under this
      Agreement, or be valid for any purpose, unless there appears on such Certificate
      a certificate of authentication substantially in the form provided for herein,
      executed by an authorized 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.
      

     

    
      
        
        

      

      
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    (c) The
      Privately Offered Certificates (other than the Private Subordinate Certificates)
      offered and sold in reliance on the exemption from registration under Rule
      144A
      under the Securities Act shall be issued initially in the form of one or more
      permanent global Certificates in definitive, fully registered form without
      interest coupons with the applicable legends set forth in Exhibit A added to
      the
      forms of such Certificates (each, a “Restricted Global Security”), which shall
      be deposited on behalf of the subscribers for such Certificates represented
      thereby with the Trustee, as custodian for DTC and registered in the name of
      a
      nominee of DTC, duly executed and authenticated by the Trustee as hereinafter
      provided. The aggregate principal amounts of the Restricted Global Securities
      may from time to time be increased or decreased by adjustments made on the
      records of the Trustee or DTC or its nominee, as the case may be, as hereinafter
      provided.

     

    The
      Privately Offered Certificates (other than the Private Subordinate Certificates)
      sold in offshore transactions in reliance on Regulation S shall be issued
      initially in the form of one or more permanent global Certificates in
      definitive, fully registered form without interest coupons with the applicable
      legends set forth in Exhibit A hereto added to the forms of such Certificates
      (each, a “Regulation S Global Security”), which shall be deposited on behalf of
      the subscribers for such Certificates represented thereby with the Trustee,
      as
      custodian for DTC and registered in the name of a nominee of DTC, duly executed
      and authenticated by the Trustee as hereinafter provided. The aggregate
      principal amounts of the Regulation S Global Securities may from time to time
      be
      increased or decreased by adjustments made on the records of the Trustee or
      DTC
      or its nominee, as the case may be, as hereinafter provided.

     

    The
      Privately Offered Certificates sold to an “accredited investor” under Rule
      501(a)(1), (2), (3) or (7) under the Act and the Private Subordinate
      Certificates transferred on the Closing Date shall be issued initially in the
      form of one or more Definitive Certificates.

     

    Section
      3.02. Registration.

     

    The
      Trustee is hereby appointed, and hereby accepts its appointment as, Certificate
      Registrar in respect of the Certificates (and, after a Section 7.01(c) Purchase
      Event, the Lower Tier REMIC I Uncertificated Regular Interests, if applicable)
      and shall maintain books for the registration and for the transfer of
      Certificates (and, after a Section 7.01(c) Purchase Event, the Lower Tier REMIC
      I Uncertificated Regular Interests, if applicable) (the “Certificate Register”).
      A registration book shall be maintained for the Certificates (and, after a
      Section 7.01(c) Purchase Event, the Lower Tier REMIC I Uncertificated Regular
      Interests, if applicable) collectively. 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 Master
      Servicer, any bank or trust company to act as co-registrar under such conditions
      as the Certificate Registrar may prescribe; provided,
      however,
      that
      the Certificate Registrar shall not be relieved of any of its duties or
      responsibilities hereunder by reason of such appointment.

     

    
      
        
        

      

      
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    Upon
      the
      occurrence of a Section 7.01(c) Purchase Event, the Master Servicer shall
      provide the Trustee with written notice of the identity of any transferee of
      the
      Master Servicer’s interest in the Lower Tier REMIC I Uncertificated Regular
      Interests, which notice shall contain a certification that such transferee
      is
      permitted LTURI holder. The Lower Tier REMIC I Uncertificated Regular Interests
      may only be transferred in whole and not in part to no more than one LTURI
      holder at a time who is either (1) an affiliate of the Master Servicer or (2)
      a
      trustee of a privately placed securitization. The Trustee and the Depositor
      shall treat the Person in whose name the Lower Tier REMIC I Uncertificated
      Regular Interests are registered on the books of the Certificate Registrar
      as
      the LTURI holder for all purposes hereunder.

     

    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 (except as provided in the Exchange Trust
      Agreement), 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.

     

    
      
        
        

      

      
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    (c) By
      acceptance of a Restricted Certificate or a Regulation S Global Security,
      whether upon original issuance or subsequent transfer, each Holder of such
      a
      Certificate acknowledges the restrictions on the transfer of such Certificate
      set forth thereon and agrees that it will transfer such a Certificate only
      as
      provided herein. In addition, each Holder of a Regulation S Global Security
      shall be deemed to have represented and warranted to the Trustee, the
      Certificate Registrar and any of their respective successors that: (i) such
      Person (A) if the offer or sale was made to it prior to the expiration of
      the 40-day distribution compliance period within the meaning of Regulation
      S, is
      not a U.S. person within the meaning of Regulation S and (B) was, at the time
      the buy order was originated, outside the United States and (ii) such Person
      understands that such Certificates have not been registered under the Securities
      Act, and that (x) until the expiration of the 40-day distribution compliance
      period (within the meaning of Regulation S), no offer, sale, pledge or other
      transfer of such Certificates or any interest therein shall be made in the
      United States or to or for the account or benefit of a U.S. person (each as
      defined in Regulation S), (y) if in the future it decides to offer, resell,
      pledge or otherwise transfer such Certificates, such Certificates may be
      offered, resold, pledged or otherwise transferred only (A) to a person which
      the
      seller reasonably believes is a “qualified institutional buyer” (a “QIB”) as
      defined in Rule 144A under the Securities Act, that is purchasing such
      Certificates for its own account or for the account of a qualified institutional
      buyer to which notice is given that the transfer is being made in reliance
      on
      Rule 144A or (B) in an offshore transaction (as defined in Regulation S) in
      compliance with the provisions of Regulation S, in each case in compliance
      with
      the requirements of this Agreement; and it will notify such transferee of the
      transfer restrictions specified in this Section.

     

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

     

    (i) The
      Certificate Registrar shall register the transfer of a Restricted Certificate
      if
      the requested transfer is (x) to the Depositor, the Servicers 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 F-1
      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 G hereto.

     

    (d) (i)
      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 H hereto (or Exhibit D-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, the Master Servicer 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 H. The preparation and delivery of the
      certificate and opinions referred to above shall not be an expense of the Trust
      Fund, the Trustee, the Certificate Registrar, the Master Servicer 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)(i) 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.

     

    (ii)
      No
      transfer of an ERISA-Restricted Trust Certificate shall be made prior to the
      termination of the related Cap Agreement unless the Trustee shall have received
      a representation letter from the transferee of such Certificate, substantially
      in the form set forth in Exhibit H, to the effect that either (i) such
      transferee is neither a Plan nor a Person acting on behalf of any such Plan
      or
      using the assets of any such Plan to effect such transfer or (ii) the
      acquisition and holding of the ERISA-Restricted Trust Certificate are eligible
      for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”)
      84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or the statutory exemption
      for non-fiduciary service providers under Section 408(b)(17) of ERISA.
      Notwithstanding anything else to the contrary herein, any purported transfer
      of
      an ERISA-Restricted Trust Certificate prior to the termination of the related
      Cap Agreement to or on behalf of a Plan without the delivery to the Trustee
      of a
      representation letter as described above shall be void and of no effect. If
      the
      ERISA-Restricted Trust Certificate is a Book-Entry Certificate, prior to the
      termination of the related Cap Agreement, the transferee will be deemed to
      have
      made a representation as provided in clause (i) or (ii) of this paragraph,
      as
      applicable.

     

    
      
        
        

      

      
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    If
      any
      ERISA-Restricted Trust 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 Trust 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, the Trustee,
the
      Trustee
      and the Master Servicer from and against any and all liabilities, claims, costs
      or expenses incurred by such parties as a result of such acquisition or
      holding.

     

    To
      the
      extent permitted under applicable law (including, but not limited to, ERISA),
      the Trustee shall not be under any liability to any Person for any registration
      of transfer of any ERISA-Restricted Trust Certificate that is in fact not
      permitted by this Section 3.03(d)(ii) 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, except as provided in the Exchange Trust
      Agreement.

     

    (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
      D-1 representing and warranting, among other things, that such transferee is
      neither a Disqualified Organization, an agent or nominee acting on behalf of
      a
      Disqualified Organization, nor a Non-permitted Foreign Holder (any such
      transferee, a “Permitted Transferee”) and the proposed transferor shall deliver
      to the Trustee an affidavit in substantially the form attached hereto as Exhibit
      D-2. In addition, the Trustee 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.

     

    
      
        
        

      

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

     

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

     

    (h) Notwithstanding
      any provision to the contrary herein, so long as a Global Security representing
      any of the Privately Offered Certificates remains outstanding and is held by
      or
      on behalf of DTC, transfers of a Global Security representing any such
      Certificates, in whole or in part, shall only be made in accordance with Section
      3.01 and this Section 3.03(h).

     

    
      
        
        

      

      
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    (A) Subject
      to clauses (B) and (C) of this Section 3.03(h), transfers of a Global Security
      representing any of the Privately Offered Certificates shall be limited to
      transfers of such Global Security, in whole or in part, to nominees of DTC
      or to
      a successor of DTC or such successor’s nominee.

     

    (B) Restricted
      Global Security to Regulation S Global Security.
      If a
      holder of a beneficial interest in a Restricted Global Security deposited with
      or on behalf of DTC wishes at any time to exchange its interest in such
      Restricted Global Security for an interest in a Regulation S Global Security,
      or
      to transfer its interest in such Restricted Global Security to a Person who
      wishes to take delivery thereof in the form of an interest in a Regulation
      S
      Global Security, such holder, provided
      such
      holder is not a U.S. person, may, subject to the rules and procedures of DTC,
      exchange or cause the exchange of such interest for an equivalent beneficial
      interest in the Regulation S Global Security. Upon receipt by the Trustee,
      as
      Certificate Registrar, of (I) instructions from DTC directing the Trustee,
      as
      Certificate Registrar, to cause to be credited a beneficial interest in a
      Regulation S Global Security in an amount equal to the beneficial interest
      in
      such Restricted Global Security to be exchanged but not less than the minimum
      denomination applicable to such holder’s Certificates held through a Regulation
      S Global Security, (II) a written order given in accordance with DTC’s
      procedures containing information regarding the participant account of DTC
      and,
      in the case of a transfer pursuant to and in accordance with Regulation S,
      the
      Euroclear or Clearstream account to be credited with such increase and (III)
      a
      certificate in the form of Exhibit N-1 hereto given by the holder of such
      beneficial interest stating that the exchange or transfer of such interest
      has
      been made in compliance with the transfer restrictions applicable to the
      Regulation S Global Securities, including that the holder is not a U.S. person,
      and pursuant to and in accordance with Regulation S, the Trustee, as Certificate
      Registrar, shall reduce the principal amount of the Restricted Global Security
      and increase the principal amount of the Regulation S Global Security by the
      aggregate principal amount of the beneficial interest in the Restricted Global
      Security to be exchanged, and shall instruct Euroclear or Clearstream, as
      applicable, concurrently with such reduction, to credit or cause to be credited
      to the account of the Person specified in such instructions a beneficial
      interest in the Regulation S Global Security equal to the reduction in the
      principal amount of the Restricted Global Security.

     

    (C) Regulation
      S Global Security to Restricted Global Security.
      If a
      holder of a beneficial interest in a Regulation S Global Security deposited
      with
      or on behalf of DTC wishes at any time to transfer its interest in such
      Regulation S Global Security to a Person who wishes to take delivery thereof
      in
      the form of an interest in a Restricted Global Security, such holder may,
      subject to the rules and procedures DTC, exchange or cause the exchange of
      such
      interest for an equivalent beneficial interest in a Restricted Global Security.
      Upon receipt by the Trustee, as Certificate Registrar, of (I) instructions
      from
      DTC directing the Trustee, as Certificate Registrar, to cause to be credited
      a
      beneficial interest in a Restricted Global Security in an amount equal to the
      beneficial interest in such Regulation S Global Security to be exchanged but
      not
      less than the minimum denomination applicable to such holder’s Certificates held
      through a Restricted Global Security, to be exchanged, such instructions to
      contain information regarding the participant account with DTC to be credited
      with such increase, and (II) a certificate in the form of Exhibit N-2 hereto
      given by the holder of such beneficial interest and stating, among other things,
      that the Person transferring such interest in such Regulation S Global Security
      reasonably believes that the Person acquiring such interest in a Restricted
      Global Security is a QIB, is obtaining such beneficial interest in a transaction
      meeting the requirements of Rule 144A under the Securities Act and in accordance
      with any applicable securities laws of any State of the United States or any
      other jurisdiction, then the Trustee, as Certificate Registrar, will reduce
      the
      principal amount of the Regulation S Global Security and increase the principal
      amount of the Restricted Global Security by the aggregate principal amount
      of
      the beneficial interest in the Regulation S Global Security to be transferred
      and the Trustee, as Certificate Registrar, shall instruct DTC, concurrently
      with
      such reduction, to credit or cause to be credited to the account of the Person
      specified in such instructions a beneficial interest in the Restricted Global
      Security equal to the reduction in the principal amount of the Regulation S
      Global Security.

     

    
      
        
        

      

      
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    (D) Other
      Exchanges.
      In the
      event that a Global Security is exchanged for Certificates in definitive
      registered form without interest coupons, pursuant to Section 3.09(c) hereof,
      such Certificates may be exchanged for one another only in accordance with
      such
      procedures as are substantially consistent with the provisions above (including
      certification requirements intended to insure that such transfers comply with
      Rule 144A, comply with Rule 501(a)(1), (2), (3) or (7) or are to non-U.S.
      persons in compliance with Regulation S under the Securities Act, as the case
      may be), and as may be from time to time adopted by the Trustee.

     

    (E) Restrictions
      on U.S. Transfers.
      Transfers of interests in a Regulation S Global Security to U.S. persons (as
      defined in Regulation S) shall be limited to transfers made pursuant to the
      provisions of Section 3.03(h)(C).

     

    Section
      3.04. Cancellation of Certificates.

     

    Any
      Certificate surrendered for registration of transfer or exchange shall be
      cancelled and retained in accordance with normal retention policies with respect
      to cancelled certificates maintained by the 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 (or Notional 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.

     

    
      
        
        

      

      
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    Section
      3.06. Persons Deemed Owners.

     

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

     

    Section
      3.07. Temporary Certificates.

     

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

     

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

     

    Section
      3.08. Appointment of Paying Agent.

     

    The
      Trustee may appoint a Paying Agent (which may be the Trustee) for the purpose
      of
      making distributions to Certificateholders hereunder. The Trustee shall cause
      such Paying Agent (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.

     

    
      
        
        

      

      
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    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 9.25(a) and 9.25(b) of this Agreement,
      (ii) to comply with the provisions of Section 9.25(a), 9.25(b), 6.20(e)(i)
      and
      6.20(e)(iv)of this Agreement and (iii) to indemnify the Depositor and the Master
      Servicer, and their respective directors, officers, employees and agents and
      the
      Trust Fund and hold each of them harmless as set forth in Section 6.23. 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 Master Servicer, 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 Master Servicer,
      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 I hereto or any of their
      affiliates. On or before March 1st
      of each
      year, the Depositor shall distribute the information in Exhibit I to the Paying
      Agent.

     

    Any
      Paying Agent (if other than the Trustee) agrees to indemnify the Depositor,
      the
      Trustee (if other than the Paying Agent) and the Master Servicer, 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 6.20 and Section
      9.25(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 Mortgage Loans, the Master Servicer, a 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.

     

    (i) 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):

     

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

     

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

     

    (iv) 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

     

    (v) 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.

     

    
      
        
        

      

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

     

    (c) If
      (i)
      (A) the Depositor advises the Trustee in writing that the Clearing Agency is
      no
      longer willing or able to discharge properly its responsibilities with respect
      to the Book-Entry Certificates, and (B) the Trustee or the Depositor is unable
      to locate a qualified successor or (ii) after the occurrence of an Event of
      Default, Certificate Owners representing beneficial interests aggregating not
      less than 50% of the Class Principal Amount (or Class Notional Amount) of a
      Class of Book-Entry Certificates identified as such to the Trustee by an
      Officer’s Certificate from the Clearing Agency advise the Trustee and the
      Clearing Agency through the Clearing Agency Participants in writing that the
      continuation of a book-entry system through the Clearing Agency is no longer
      in
      the best interests of the Certificate Owners of a Class of Book-Entry
      Certificates, the Trustee shall notify or cause the Certificate Registrar to
      notify the Clearing Agency to effect notification to all Certificate Owners,
      through the Clearing Agency, of the occurrence of any such event and of the
      availability of Definitive Certificates to Certificate Owners requesting the
      same. Upon surrender to the Trustee of the Book-Entry Certificates by the
      Clearing Agency, accompanied by registration instructions from the Clearing
      Agency for registration, the Trustee shall issue the Definitive Certificates.
      Neither the Transferor nor the Trustee shall be liable for any delay in delivery
      of such instructions and may conclusively rely on, and shall be protected in
      relying on, such instructions. Upon the issuance of Definitive Certificates
      all
      references herein to obligations imposed upon or to be performed by the Clearing
      Agency shall be deemed to be imposed upon and performed by the Trustee, to
      the
      extent applicable, with respect to such Definitive Certificates and the Trustee
      shall recognize the holders of the Definitive Certificates as Certificateholders
      hereunder. None of the Seller, the Depositor, the Underwriter, the Master
      Servicer 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. 

     

    Section
      3.10. Deposit of Underlying REMIC Certificates under the Exchange Trust
      Agreement.

     

    The
      Underlying REMIC Certificates shall be issued in uncertificated form to the
      Underwriter and transferred by the Underwriter to the Exchange Trustee to be
      held in trust pursuant to terms of the Exchange Trust Agreement.

    


    ARTICLE
      IV


     

    ADMINISTRATION
      OF THE TRUST FUND

     

    Section
      4.01. Collection Account.

    
    

    
      
        
        

      

      
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      (a) On
        the
        Closing Date, the Master Servicer shall open and shall thereafter maintain
        a
        segregated account held in trust (the “Collection Account”), entitled, “Aurora
        Loan Services LLC, as Master Servicer, in trust for the benefit of the Holders
        of Lehman Mortgage Trust Mortgage Pass-Through Certificates, Series 2008-2.” The
        Collection Account shall relate solely to the Certificates issued by the
        Trust
        Fund hereunder, and funds in such Collection Account shall not be commingled
        with any other monies.

       

    

    (b) The
      Collection Account shall be an Eligible Account. If an existing Collection
      Account ceases to be an Eligible Account, the Master Servicer shall establish
      a
      new Collection Account that is an Eligible Account within 30 days and transfer
      all funds on deposit in such existing Collection Account into such new
      Collection Account.

     

    (c) The
      Master Servicer shall give to the Trustee prior written notice of the name
      and
      address of the depository institution at which the Collection Account is
      maintained and the account number of such Collection Account. No later than
      2:00
      p.m. New York City time on each Master Servicer Remittance Date, the entire
      amount on deposit in the Collection Account (subject to permitted withdrawals
      set forth in Section 4.02), excluding any amounts that are not included in
      the
      Available Distribution Amount for such Distribution Date (other than amounts
      due
      or reimbursable to the Trustee or Custodians pursuant to this Agreement), shall
      be remitted to the Trustee for deposit into the Certificate Account by wire
      transfer in immediately available funds. The Master Servicer, at its option
      and
      with prior notice to the Trustee, may choose to make daily remittances from
      the
      Collection Account to the Trustee for deposit into the Certificate
      Account.

     

    (d) The
      Master Servicer shall deposit or cause to be deposited into the Collection
      Account, no later than two Business Days following the Closing Date, any amounts
      representing Scheduled Payments (or in the case of any Simple Interest Mortgage
      Loans, representing actual principal payments, and not scheduled interest
      payments) on the Mortgage Loans due after the Cut-off Date and received by
      the
      Master Servicer on or before the Closing Date. Thereafter, the Master Servicer
      shall deposit or cause to be deposited in the Collection Account on the earlier
      of the applicable Master Servicer Remittance Date and two Business Days
      following receipt thereof, the following amounts received or payments made
      by it
      (other than in respect of principal of and interest on the Mortgage Loans due
      on
      or before the Cut-off Date):

     

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

     

    (ii) all
      payments on account of interest including Prepayment Penalty Amounts on the
      Mortgage Loans (other than payments due prior to the Cut-off Date), net of
      the
      applicable Servicing Fee and Master Servicing Fee with respect to each such
      Mortgage Loan, but only to the extent of the amount permitted to be withdrawn
      or
      withheld from the Collection Account in accordance with Sections 5.04 and
      9.21;

     

    
      
        
        

      

      
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    (iii) any
      unscheduled payment or other recovery with respect to a Mortgage Loan not
      otherwise specified in this paragraph (d), including any Subsequent Recovery,
      all Net Liquidation Proceeds with respect to the Mortgage Loans and REO
      Property, and all amounts received in connection with the operation of any
      REO
      Property, net of any unpaid Servicing Fees and Master Servicing Fees with
      respect to such Mortgage Loans, but only to the extent of the amount permitted
      to be withdrawn or withheld from the Collection Account in accordance with
      Sections 5.04 and 9.21; provided
      that if
      the applicable Servicer is also the Retained Interest Holder with respect to
      any
      Mortgage Loan, payments on account of interest on the Mortgage Loans as to
      which
      such Servicer is the Retained Interest Holder may also be made net of the
      related Retained Interest with respect to each such Mortgage Loan.

     

    (iv) all
      Insurance Proceeds;

     

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

     

    (vi) all
      proceeds of any Mortgage Loan purchased by any Person and any Substitution
      Amounts related to any Qualifying Substitute Mortgage Loan; and

     

    (vii) all
      amounts paid by any Servicer with respect to Net Simple Interest Shortfalls
      and
      Prepayment Interest Shortfalls.

     

    (e) Funds
      in
      the Collection Account may be invested in Eligible Investments (selected by
      and
      at the written direction of the Master Servicer) which shall mature not later
      than the earlier of (a) the Master Servicer Remittance Date or (b) the day
      on
      which the funds in such Collection Account are required to be remitted to the
      Trustee for deposit into the Certificate Account, and any such Eligible
      Investment shall not be sold or disposed of prior to its maturity. All such
      Eligible Investments shall be made in the name of the Master Servicer in trust
      for the benefit of the Trustee and Holders of the Certificates. All income
      and
      gain realized from any such investment shall be for the benefit of the Master
      Servicer as compensation and shall be subject to its withdrawal on order from
      time to time, and shall not be part of the Trust Fund. The amount of any losses
      incurred in respect of any such investments shall be deposited in the Collection
      Account by the Master Servicer out of its own funds, without any right of
      reimbursement therefor, immediately as realized. The foregoing requirements
      for
      deposit in the Collection Account are exclusive, it being understood and agreed
      that, without limiting the generality of the foregoing, payments of interest
      on
      funds in the Collection Account and payments in the nature of late payment
      charges or assumption fees need not be deposited by the Master Servicer in
      the
      Collection Account and may be retained by the Master Servicer or the applicable
      Servicer as additional servicing compensation. If the Master Servicer deposits
      in the Collection Account any amount not required to be deposited therein,
      it
      may at any time withdraw such amount from the Collection Account. 

     

    Section
      4.02. Application of Funds in the Collection Account.

     

    
      
        
        

      

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

       

      (i) to
        reimburse itself or any Servicer for Advances (excluding Capitalization
        Reimbursement Amounts) made by it or by such Servicer pursuant to Section
        5.04
        or the applicable Servicing Agreement; provided,
        however,
        that the
        Master Servicer’s right to reimburse itself pursuant to this subclause is
        limited to amounts received on or in respect of particular Mortgage Loans
        (including, for this purpose, Liquidation Proceeds and amounts representing
        Insurance Proceeds with respect to the property subject to the related Mortgage)
        which represent late recoveries (net of the applicable Servicing Fee and
        the
        Master Servicing Fee) of payments of principal or interest respecting which
        any
        such Advance was made; provided,
        further,
        that
        following the final liquidation of a Mortgage Loan, the Master Servicer may
        reimburse itself for previously unreimbursed Advances in excess of Liquidation
        Proceeds or Insurance Proceeds with respect to such Mortgage Loans from any
        funds in the Collection Account, it being understood, in the case of any
        such
        reimbursement, that the Master Servicer’s or Servicer’s right thereto shall be
        prior to the rights of the Certificateholders;

       

    

    (ii) to
      reimburse itself or any Servicer for any Servicing Advances made by it or by
      such Servicer that it or such Servicer determines in good faith will not be
      recoverable from amounts representing late recoveries of payments of principal
      or interest respecting the particular Mortgage Loan as to which such Servicing
      Advance was made or from Liquidation Proceeds or Insurance Proceeds with respect
      to such Mortgage Loan, it being understood, in the case of any such
      reimbursement, that such Master Servicer’s or Servicer’s right thereto shall be
      prior to the rights of the Certificateholders;

     

    (iii) to
      reimburse itself or any Servicer from Liquidation Proceeds for Liquidation
      Expenses and for amounts expended by it pursuant to Sections 9.20 and 9.22(a)
      or
      the applicable Servicing Agreement in good faith in connection with the
      restoration of damaged property and, to the extent that Liquidation Proceeds
      after such reimbursement exceed the unpaid principal balance of the related
      Mortgage Loan, together with accrued and unpaid interest thereon at the
      applicable Mortgage Rate less the applicable Servicing Fee and the Master
      Servicing Fee for such Mortgage Loan to the Due Date next succeeding the date
      of
      its receipt of such Liquidation Proceeds, to pay to itself out of such excess
      the amount of any unpaid assumption fees, late payment charges or other
      Mortgagor charges on the related Mortgage Loan and to retain any excess
      remaining thereafter as additional servicing compensation, it being understood,
      in the case of any such reimbursement or payment, that such Master Servicer’s or
      Servicer’s right thereto shall be prior to the rights of the
      Certificateholders;

     

    (iv) to
      reimburse itself or any Servicer for expenses incurred by and recoverable by
      or
      reimbursable to it or such Servicer pursuant to Section 9.04, 9.05, 9.06, 9.16
      or 9.22(a) or pursuant to the applicable Servicing Agreement, and to reimburse
      itself for any expenses reimbursable to it pursuant to Section
      10.01(c);

     

    
      
        
        

      

      
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    (v) to
      pay to
      the applicable Person, with respect to each Mortgage Loan or REO Property
      acquired in respect thereof that has been repurchased by such Person pursuant
      to
      this Agreement, all amounts received thereon and not distributed on the date
      on
      which the related repurchase was effected, and to pay to the applicable Person
      any Advances and Servicing Advances to the extent specified in the definition
      of
      Purchase Price;

     

    (vi) to
      pay to
      itself income earned on the investment of funds deposited in the Collection
      Account;

     

    (vii) to
      make
      payments to the Trustee for deposit into the Certificate Account in the amounts
      and in the manner provided for in Section 4.01(c);

     

    (viii) to
      make
      distributions of any Retained Interest to the Retained Interest Holder on each
      Distribution Date (other than any Retained Interest not deposited into the
      Collection Account in accordance with Section 4.01(d)(iii));

     

    (ix) to
      make
      payment to itself, the Trustee and others pursuant to any provision of this
      Agreement;

     

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

     

    (xi) to
      clear
      and terminate the Collection Account pursuant to Section 7.02; 

     

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

     

    (xiii) to
      reimburse any Servicer for such amounts as are due thereto under the applicable
      Servicing Agreement (including, without limitation, Advances and, without
      duplication, Capitalization Reimbursement Amounts) and have not been retained
      by
      or paid to such Servicer to the extent provided in such Servicing Agreement;
      

     

    (xiv) to
      the
      extent of any previous Advances made by the Master Servicer with respect to
      Simple Interest Mortgage Loans, to pay itself (or the applicable Servicer)
      an
      amount equal to Net Simple Interest Excess for the related Due Period to the
      extent not offset by Net Simple Interest Shortfalls; and

     

    (xv) to
      reimburse itself for any unreimbursed Capitalization Reimbursement Amounts
      made
      by it pursuant to Section 5.04 solely from collections on account of principal
      in the Mortgage Pool.

     

    In
      the
      event that the Master Servicer fails on any Master Servicer Remittance Date
      to
      remit to the Trustee any amounts required to be so remitted to the Trustee
      pursuant to subclause (vii) on such date, the Master Servicer shall pay the
      Trustee, for the account of the Trustee, interest calculated at the “prime rate”
(as published in the “Money Rates” section of The
      Wall Street Journal)
      on such
      amounts not timely remitted for the period from and including that Master
      Servicer Remittance Date through the date such funds are remitted to and
      received by the Trustee.

     

    
      
        
        

      

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

     

    Section
      4.03. Reports to Certificateholders.

     

    (a) On
      each
      Distribution Date on or prior to a Section 7.01(c) Purchase Event or a Trust
      Fund Termination Event, the Trustee shall prepare (based on information provided
      by the Master Servicer (other than items (xiv) and (xvii) below, which shall
      be
      determined solely by the Trustee)) and shall make available to each
      Certificateholder and each Rating Agency a report (the “Distribution Date
      Statement”), setting forth the following information (on the basis of Mortgage
      Loan level information provided by each Servicer to the Master Servicer (other
      than with respect to items (xiv) and (xvii) below)):

     

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

     

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

     

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

     

    (iv) for
      each
      Collateral Group and in the aggregate, (A) the aggregate amount of any
      Advances required to be made as of the end of the month immediately preceding
      the month in which such Distribution Date occurs by or on behalf of the Master
      Servicer or a Servicer (or the Trustee solely in its capacity as successor
      Master Servicer) with respect to such Distribution Date, (B) the aggregate
      amount of such Advances actually made, and (C) the amount, if any, by which
      (A) above exceeds (B) above;

     

    
      
        
        

      

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

     

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

     

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

     

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

     

    (ix) the
      number and aggregate outstanding principal balance of Mortgage Loans, as
      reported to the Trustee by the Master Servicer, (a) remaining outstanding,
      (b) delinquent 30 to 59 days, (c) delinquent 60 to 89 days,
      (d) delinquent 90 or more days, (e) as to which foreclosure
      proceedings have been commenced, all as of the close of business on the last
      Business Day of the calendar month immediately before the month in which that
      Distribution Date occurs, (f) in bankruptcy, (g) that are REO
      Properties, (h) that are Charged-off Loans and (i) that are Released
      Mortgage Loans (the information in this item (ix) will be calculated using
      the
      MBA delinquency method);

     

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

     

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

     

    
      
        
        

      

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

     

    (xiii) the
      aggregate outstanding Interest Shortfalls and Net Prepayment Interest
      Shortfalls, if any, for each Class of Certificates, after giving effect to
      distributions made on such Distribution Date;

     

    (xiv) the
      Certificate Interest Rate or Component Interest Rate applicable to such
      Distribution Date with respect to each Class of Certificates and each Component,
      respectively;

     

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

     

    (xvi) the
      amount of any Prepayment Penalty Amounts or any other prepayment penalties
      collected by the Servicers and paid to the Class P Certificates; 

     

    (xvii) a
      statement as to whether any exchanges of Exchangeable Certificates or Exchange
      Certificates have taken place since the preceding Distribution Date, and, if
      applicable, the Class of Certificates, certificate balances, including notional
      balances, certificate interest rates, and any interest and principal paid,
      including any shortfalls allocated, of any classes of certificates that were
      received by the Certificateholder as a result of such exchange; and

     

    (xviii) the
      number of Mortgage Loans subject to a modification of terms and the amount
      of
      interest and principal forgiven in connection with a loan
      modification.

     

    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, the
      Master Servicer or the 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 6.20.

     

    In
      addition, on each Distribution Date the Master Servicer shall provide to the
      Trustee the Modified Loan Report in the form of Exhibit U, to the extent of
      information provided by each Servicer to the Master Servicer, and the Trustee
      shall make available on the Trustee’s internet website a copy of such Modified
      Loan Report (based solely on information provided by the Master Servicer)
      containing data provided to the Trustee by the Master Servicer, available to
      those who are permitted to access the website, including the Rating Agencies.
      The Trustee and the Master Servicer will negotiate in good faith with the Rating
      Agencies to reach an agreement on the reporting of any additional information
      concerning loan modifications to be included in the Distribution Date Statement.
      

     

    
      
        
        

      

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

     

    On
      any
      Distribution Date after the occurrence of a Section 7.01(c) Purchase Event,
      the
      information required by subclauses (i), (iii), (iv), (v), (vii), (viii), (ix),
      (x), (xi), (xii) and (xvi) shall be provided to the Holder of the LT-R
      Certificate and the LTURI holder with regard to the Lower Tier REMIC I
      Uncertificated Regular Interests in lieu of the Certificates.

     

    The
      Trustee shall make such report and any additional loan level information (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.

     

    The
      foregoing information and reports shall be prepared and determined by the
      Trustee based on
      Mortgage Loan data provided to the Trustee by the Master Servicer (in a format
      attached hereto as Exhibit V or in such other format mutually agreed to by
      the
      Trustee and the Master Servicer) no later than 2:00 p.m. Eastern Time four
      Business Days prior to the Distribution Date
      (or such
      other time period set forth in Section 9.23(b)).
      In
      preparing or furnishing Mortgage Loan data to the Trustee, the Master Servicer
      shall be entitled to rely conclusively on the accuracy of the information or
      data regarding the Mortgage Loans and the related REO Property that has been
      provided to the Master Servicer by each Servicer, and the Master Servicer shall
      not be obligated to verify, recompute, reconcile or recalculate any such
      information or data, and shall have no liability for any errors in such Mortgage
      Loan data. In preparing or furnishing the foregoing information to the
      Certificateholders, the Trustee shall be entitled to rely conclusively on the
      accuracy and completeness of
      the
      information and data regarding the Mortgage Loans and the related REO Property,
      that has been provided to the Trustee by the Master Servicer and shall have
      no
      liability for any errors or omissions in such Mortgage Loan data. 

     

    (b) Upon
      the
      reasonable advance written request of any Certificateholder that is a savings
      and loan, bank or insurance company, which request, if received by the Trustee,
      will be promptly forwarded to the Master Servicer, the Master Servicer shall
      provide, or cause to be provided, (or, to the extent that such information
      or
      documentation is not required to be provided by a Servicer under the applicable
      Servicing Agreement, shall use reasonable efforts to obtain such information
      and
      documentation from such Servicer, and provide) to such Certificateholder such
      reports and access to information and documentation regarding the Mortgage
      Loans
      as such Certificateholder may reasonably deem necessary to comply with
      applicable regulations of the Office of Thrift Supervision or its successor
      or
      other regulatory authorities with respect to investment in the Certificates;
      provided,
      however,
      that
      the Master Servicer shall be entitled to be reimbursed by such Certificateholder
      for such Master Servicer’s actual expenses incurred in providing such reports
      and access.

     

    
      
        
        

      

      
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    (c) Within
      90
      days, or such shorter period as may be required by statute or regulation, after
      the end of each calendar year, the Trustee shall make available to each Person
      who at any time during the calendar year was a Certificateholder of record,
      a
      report summarizing the items provided to Certificateholders pursuant to Section
      4.03(a)(i) and (ii) on an annual basis as may be required to enable such Holders
      to prepare their federal income tax returns. Such information shall include
      the
      amount of original issue discount accrued on each Class of Certificates and
      information regarding the expenses of the Trust Fund. The Trustee shall be
      deemed to have satisfied this requirement if it forwards such information in
      any
      other format permitted by the Code. The Master Servicer shall provide the
      Trustee with such information (to the extent available to the Master Servicer
      pursuant to this Agreement and each Servicing Agreement) as is necessary for
      the
      Trustee to prepare such reports (and the Trustee may rely solely upon such
      information).

     

    (d) 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 Master Servicer 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).

     

    (e) So
      long
      as not prohibited by applicable law, the Master Servicer shall provide to the
      Depositor or to any party designated by the Depositor, as promptly as
      practicable upon the Depositor’s request, any and all loan-level information
      that the Depositor may request in any format reasonably requested by the
      Depositor.

     

    Section
      4.04. Certificate Account.

     

    (a) The
      Trustee shall establish and maintain in its name, as Trustee, a trust account
      (the “Certificate Account”), entitled “Certificate Account, Wells Fargo Bank,
      N.A., as Trustee, in trust for the benefit of the Holders of Lehman Mortgage
      Trust Mortgage Pass-Through Certificates, Series 2008-2” until disbursed
      pursuant to the terms of this Agreement. The Certificate Account shall be an
      Eligible Account. If the existing Certificate Account ceases to be an Eligible
      Account, the Trustee shall establish a new Certificate Account that is an
      Eligible Account within 30 calendar days and transfer all funds on deposit
      in
      such existing Certificate Account into such new Certificate Account. The
      Certificate Account shall relate solely to the Certificates issued hereunder
      and
      funds in the Certificate Account shall be held separate and apart from and
      shall
      not be commingled with any other monies including, without limitation, other
      monies of the Trustee held under this Agreement.

     

    
      
        
        

      

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

     

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

     

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

     

    (ii) to
      pay
      itself any investment income earned with respect to funds in the Certificate
      Account invested in Eligible Investments as set forth in subsection (d) below,
      and to make payments to itself or the Custodians prior to making distributions
      pursuant to Section 5.02 for any expenses or other indemnification owing to
      the
      Trustee and others pursuant to any provision of this Agreement or the Custodial
      Agreements;

     

    (iii) to
      make
      payments of the Master Servicing Fee (to the extent not already withheld or
      withdrawn from the Collection Account by the Master Servicer) to the Master
      Servicer;

     

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

     

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

     

    (d) The
      Trustee may invest, or cause to be invested, funds held in the Certificate
      Account, which funds, if invested, shall be invested in Eligible Investments
      (which may be obligations of the Trustee or its affiliates described in
      paragraph (viii) of the definition thereof). All such investments must be
      payable on demand or mature no later than the next Distribution Date, and shall
      not be sold or disposed of prior to their maturity. All such Eligible
      Investments will be made in the name of the Trustee (in its capacity as such)
      or
      its nominee. All income and gain realized from any such investment shall be
      compensation for the Trustee and shall be subject to its withdrawal on order
      from time to time. The amount of any losses incurred in respect of any such
      investments shall be paid by the Trustee for deposit in the Certificate Account
      out of its own funds, without any right of reimbursement therefor, immediately
      as realized. Funds held in the Certificate Account that are not invested shall
      be held uninvested.

     

    Section
      4.05. Reserve Account.

     

    (a) The
      Trustee shall establish and maintain in its name, as Trustee, a reserve account
      (the “Reserve Account”) entitled “Reserve Account, Wells Fargo Bank, N.A., as
      Trustee, in trust for the benefit of certain Holders of Lehman Mortgage Trust
      Mortgage Pass-Through Certificates, Series 2008-2” until disbursed pursuant to
      the terms of this Agreement. The Reserve Account shall be created and maintained
      hereunder for the purpose of providing for payment of certain amounts due the
      Private Subordinate Certificates issued hereunder to the extent such amounts
      would not otherwise be paid as a result of losses and expenses sustained by
      the
      Trust Fund from defaults on Mortgage Loans or after payment shortfalls sustained
      by the Trust Fund. In addition, the Holder of the Class LT-R Certificates shall
      receive the benefit of certain payments and distributions as described herein.
      Assets held as part of the Reserve Account shall be held separate and apart
      from
      and shall not be commingled with any other assets, including, without
      limitation, other assets of the Trustee held under this Agreement.

     

    
      
        
        

      

      
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    (b) The
      Trustee shall cause the Initial Deposit to be deposited into the Reserve Account
      on the Closing Date. At any time before the 6th Distribution Date, the Trustee
      shall, upon receipt of written direction from the Holder of the Class LT-R
      Certificate, purchase shares of stock (the “Shares”) in a corporation (the
“Share Issuer”) specified in such written direction by the Holder of the Class
      LT-R Certificate; provided,
      however,
      that if
      a Redemption Event shall have occurred with respect to Shares purchased by
      the
      6th Distribution Date, the Trustee shall not purchase any additional Shares.
      If
      prior to the 6th Distribution Date the Trustee does not receive any such written
      direction from the Holder of the Class LT-R Certificate, the Trustee shall
      not
      purchase any Shares (such failure to receive such directions, the “Early
      Distribution Event”). Moreover, the Trustee, may, in its sole discretion, refuse
      to purchase any Shares unless and until it receives from the Holder of the
      Class
      LT-R Certificate such information concerning the Share Issuer, limited to
      financial information, organizational documents and a summary of business
      objectives as the Trustee, in its sole discretion, reasonably required in
      connection with the purchase of Shares. Any Shares so purchased and any
      distributions thereon shall be held as part of the Reserve Account until such
      Shares are redeemed or transferred in the manner described in Section 4.05(e)
      below. The aggregate purchase price paid by the Trustee in connection with
      the
      purchase of Shares shall not exceed $2,460,138 (the amount of Initial Deposit
      less $300,000).

     

    (c) As
      a
      condition precedent to any purchase of Shares by the Trustee, Lehman Brothers
      Holdings Inc. and the Share Issuer shall enter into the Valuation and Redemption
      Agreement in the form of Exhibit W hereto. The Depositor hereby authorizes
      and
      directs the Trustee to execute and deliver the Valuation and Redemption
      Agreement.

     

    (d) In
      the
      event that there shall be any matter regarding the Share Issuer that requires
      the vote or consent of holders of the Shares, the Trustee may solicit the advice
      of the Holders of the Private Subordinate Certificates on each such matter,
      which advice shall not be binding on the Trustee, and the Trustee shall not
      be
      liable to any Holder of a Private Subordinate Certificate or any Class LT-R
      Certificate as a result of the Trustee’s exercise of discretion concerning any
      matter involving a vote or consent given or not given by the Trustee with regard
      to any Shares held in the Reserve Account.

     

    (e) The
      Trustee shall have no duty or obligation to sell any Shares, which shall be
      redeemed or transferred only as set forth in this Section 4.05(e). The Trustee
      shall tender the Shares to the Share Issuer for redemption at their Redemption
      Price pursuant to the terms of the Valuation and Redemption Agreement within
      10
      days following the earliest of:

     

    (i) the
      end
      of the Due Period related to the 18th Distribution Date; 

     

    
      
        
        

      

      
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    (ii) upon
      receipt of written notice from the Valuation Agent that the Redemption Price
      of
      the Shares at the end of any Due Period is less than $1,476,082.80;

     

    (iii) upon
      receipt of written notice from the Valuation Agent on or after the close of
      the
      third month following the month in which the Trustee purchases the Shares that
      the Redemption Price of the Shares is greater than $3,444,193.20;
      or

     

    (iv) termination
      of the Trust Fund in accordance with section 7.02 hereof (the “Termination
      Date”).

     

    For
      purposes of this Section 4.05(c), the Redemption Price of the Shares shall
      be
      determined by the Valuation Agent pursuant to a valuation report (a “Valuation
      Report”) delivered under the Valuation and Redemption Agreement as of the end of
      each Due Period during which Shares are held in the Reserve Account. The Trustee
      shall be entitled to rely conclusively on the accuracy and completeness of
      the
      Valuation Report provided to it by the Valuation Agent and the Trustee shall
      have no duty or obligation to recalculate or verify the information provided
      in
      any such Valuation Report and shall have no liability for any errors or
      omissions in such Valuation Report. If the Trustee is required to tender the
      Shares for redemption pursuant to this Section 4.05(e), the Share Issuer is
      required, under the terms of the Valuation and Redemption Agreement, to purchase
      the Shares from the Trustee for the Redemption Price. Should the Share Issuer
      default in its obligation to redeem under the terms of the Valuation and
      Redemption Agreement, the Trustee shall immediately distribute the Shares in
      kind to the Holder of the Class LT-R Certificate, and the Trustee shall have
      no
      further duties or obligations with respect to the Shares. Any expenses incurred
      by the Trustee in connection with any redemption or transfer of the Shares
      shall
      be reimbursed from the Reserve Account pursuant to Section 4.05(j).


     

    (f) Following
      the redemption of Shares, the Trustee shall promptly deposit the proceeds of
      such redemption into the Reserve Account.

     

    (g) At
      any
      time that the assets held as part of the Reserve Account represent assets other
      than Shares, such assets shall be held in an Eligible Account. If the existing
      Reserve Account ceases to be an Eligible Account, the Trustee shall establish
      a
      new Reserve Account that is an Eligible Account within 30 calendar days and
      transfer all funds on deposit in such existing Reserve Account into such new
      Reserve Account. Except with respect to investment income on Eligible
      Investments, which shall be distributed in accordance with Section 4.05(i),
      all
      earnings on the Reserve Account, including any distributions made in respect
      of
      the Shares, shall be held as part of the Reserve Account and distributed by
      the
      Trustee in the manner described below in Section 4.05(j).

     

    (h) The
      Trustee shall make withdrawals from the Reserve Account only for the following
      purposes:

     

    (i) to
      purchase Shares as described in Section
      4.05(b)
      above; 

     

    
      
        
        

      

      
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    (ii) to
      withdraw amounts deposited in the Reserve Account in error;

     

    (iii) to
      make
      distributions pursuant to Sections 4.05 (i), (j) and (k) below; and

     

    (iv) to
      clear
      and terminate the Reserve Account upon the earlier to occur of (A) the 61st
      Distribution Date or (B) the Termination Date. Upon a termination of the Reserve
      Account pursuant to this subclause (iv), all amounts held in the Reserve Account
      shall be distributed to the Holder of the Class LT-R Certificate on the earlier
      of 61st Distribution Date or the Termination Date.

     

    (i) At
      the
      written direction of the Holder of the Class LT-R Certificate, the Trustee
      may
      invest, or cause to be invested, funds held in the Reserve Account. If invested,
      such funds shall be invested in either Shares, to the extent provided in and
      in
      accordance with this Section 4.05, or, in Eligible Investments (which may be
      obligations of the Trustee or its affiliates described in paragraph (viii)
      of
      the definition thereof); provided,
      that
      after the end of the Due Period related to the 18th Distribution Date, funds
      may
      only be invested in Eligible Investments. All such investments, other than
      Shares, must be payable on demand or mature no later than the next Distribution
      Date, and shall not be sold or disposed of prior to their maturity. In the
      absence of written instructions from the Holder of the Class LT-R Certificate
      as
      to investment of funds on deposit in the Reserve Account, such funds shall
      be
      invested in the Wells Fargo Advantage Prime Investment Money Market Fund. All
      such Eligible Investments will be made in the name of the Trustee (in its
      capacity as such) or its nominee. Any earnings on such Eligible Investments
      shall be distributed on each Distribution Date to the Holder of the Class LT-R
      Certificate. The amount of any losses incurred in respect of any such
      investments, other than losses attributable to an investment in Shares, shall
      be
      paid by the Holder of the Class LT-R Certificate.

     

    (j) On
      each
      Distribution Date following the occurrence of a Redemption Event or the Early
      Distribution Event, but in no event later than the 18th Distribution Date,
      through and including the 60th Distribution Date, the Trustee shall, after
      taking into account all distributions made pursuant to Section 5.02 hereof
      and
      all allocations and writedowns pursuant to Section 5.03 hereof, distribute
      amounts held as part of the Reserve Account in the following order of priority:
      

     

    (i) to
      reimburse itself for any loss, liability, or expense incurred in connection
      with
      the administration of the Reserve Account (including, without limitation, the
      costs and expenses in defending the Trustee against any claim in connection
      with
      the exercise of its power or duties under this Section 4.05), provided,
      that
      the aggregate amount reimbursed under this priority for this Distribution Date
      and all prior Distribution Dates shall not exceed $300,000;

     

    (ii) sequentially,
      to the Class B4, Class B5 and Class B6 Certificates, in that order, the Deferred
      Interest, if any, for such Class for such Distribution Date;

     

    (iii) sequentially,
      to the Class B4, Class B5 and Class B6 Certificates, in that order, the Deferred
      Amount, if any, for such Class for such Distribution Date; and

     

    
      
        
        

      

      
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    (iv) sequentially,
      to the Class B4, Class B5 and Class B6 Certificates, in that order, the excess
      of (a) the sum of any Interest Shortfalls, Relief Act Shortfalls, or Net
      Prepayment Interest Shortfalls allocated to such Class on such Distribution
      Date
      or any prior Distribution Date over (ii) the sum of all amounts distributed
      in
      respect of such Class pursuant to this priority (iv) on all prior Distribution
      Dates.

     

    Notwithstanding
      the foregoing, for the twelve-month period following the transfer or redemption
      of Shares pursuant to Section 4.05(e), the Trustee shall be entitled to withhold
      up to $300,000, as reduced by any amounts previously reimbursed or reimbursed
      during such twelve-month period pursuant to subclause (i) of this Section
      4.05(j). Upon the expiration of such twelve-month period, the Trustee shall
      make
      all withheld funds available for distribution in accordance with the priorities
      set forth in this Section 4.05(j).

     

    (k) Notwithstanding
      the foregoing, if, on any Distribution Date, after taking into account all
      distributions made pursuant to Section 5.02 and Section 4.05(j) above, the
      amount on deposit in the Reserve Account exceeds the sum of (i) the aggregate
      of
      the Class Principal Amounts of the Private Subordinate Certificates plus (ii),
      the aggregate of the amounts described in Sections 4.05(j)(ii) through (iv)
      above that remain unpaid, the Trustee shall distribute such excess in the
      following order of priority:

     

    (i) to
      reimburse itself for any loss, liability, or expenses incurred in administration
      of the Reserve Account to the extent that the aggregate amount of such expenses
      unpaid from the Reserve Account on such Distribution Date and all prior
      Distribution Dates exceeds $300,000; and

     

    (ii) to
      the
      Holder of the Class LT-R Certificate. 

     

    (l) The
      Trustee shall not be liable to any Holder of a Private Subordinate Certificate
      or any Class LT-R Certificate for any action or inaction taken, contemplated
      or
      pursued in connection with this Section 4.05.

     

    (m) For
      federal income tax purposes, the parties to this Agreement intend that the
      Reserve Account be treated as a qualified reserve fund within the meaning of
      Section 860G(a)(7)(B) of the Code held as an asset of REMIC I. Any distributions
      from the Reserve Account pursuant to subsection (j) hereof shall be treated
      as
      distributions made with respect to the REMIC I Regular Interests as provided
      in
      the Preliminary Statement.

     

    ARTICLE
      V


     

    DISTRIBUTIONS
      TO HOLDERS OF CERTIFICATES

     

    Section
      5.01. Distributions Generally.

     

    (a) Subject
      to Section 7.01 respecting (a) the final distribution on the Certificates and
      (b) distributions on the Lower Tier REMIC I Uncertificated Regular Interests,
      on
      each Distribution Date the Trustee or the Paying Agent shall make distributions
      in accordance with this Article V. Such distributions shall be made by wire
      transfer if the Certificateholder has provided the Trustee with wire
      instructions or by check mailed to the address of such Certificateholder as
      it
      appears in the books of the Trustee if the Certificateholder has not provided
      the Trustee with wire instructions in immediately available funds to an account
      specified in the request and at the expense of such Certificateholder;
provided,
      however,
      that the
      final distribution in respect of any Certificate shall be made only upon
      presentation and surrender of such Certificate at the applicable Corporate
      Trust
      Office; provided,
      further,
      that the
      foregoing provisions shall not apply to any Class of Certificates as long as
      such Certificate remains a Book-Entry Certificate in which case all payments
      made shall be made through the Clearing Agency and its Clearing Agency
      Participants. Notwithstanding such final distribution of principal of any of
      the
      Certificates, each Residual Certificate will remain outstanding until the
      termination of each related REMIC and the payment in full of all other amounts
      due with respect to such Residual Certificate and at such time such final
      payment in retirement of any such Residual Certificate will be made only upon
      presentation and surrender of such Certificate at the Corporate Trust Office
      of
      the Trustee. If any payment required to be made on the Certificates or the
      Lower
      Tier REMIC I Uncertificated Regular Interests is to be made on a day that is
      not
      a Business Day, then such payment will be made on the next succeeding Business
      Day. 

     

    
      
        
        

      

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

     

    Section
      5.02. Distributions from the Certificate Account.

     

    (a) On
      each
      Distribution Date, the Trustee (or the Paying Agent on behalf of the Trustee)
      shall withdraw from the Certificate Account, the Available Distribution Amount
      with respect to each Collateral Group, and shall distribute such amount to
      the
      Holders of record of each Class of Certificates, in the following order of
      priority:

     

    (i) from
      the
      Available Distribution Amount for each of Collateral Groups 1A and 1B, to
      payment of Accrued Certificate Interest on each Class of Senior Certificates
      (other than the Principal-Only Certificates) and any interest bearing Component
      relating to such Collateral Groups (reduced, in each case, by any Net Prepayment
      Interest Shortfalls relating to such Collateral Groups allocated to that Class
      of Certificates or component thereof on that Distribution Date, as described
      herein); provided,
      however,
      that
      any shortfall in available amounts for such Collateral Groups shall be allocated
      among the related Classes of Senior Certificates and any such Component related
      to such Collateral Groups in proportion to the amount of such interest (as
      so
      reduced) that would otherwise be distributable thereon; 

     

    (ii) from
      the
      Available Distribution Amount for each of Collateral Groups 1A and 1B, to
      payment of any outstanding Interest Shortfalls on each Class of Senior
      Certificates (other than the Principal-Only Certificates) and any
      interest-bearing Component thereof relating to such Collateral Groups;
provided,
      however,
      that any
      shortfall in available amounts for such Collateral Groups shall be allocated
      among the related Classes of Senior Certificates and any such Component related
      to such Collateral Groups in proportion to the amount of such interest (as
      so
      reduced) that would otherwise be distributable thereon; 

     

    
      
        
        

      

      
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    (iii) from
      the
      remaining Available Distribution Amount for each Collateral Group to the Senior
      Certificates (other than any related Notional Certificates) as set forth in
      the
      Senior Principal Priorities attached as Exhibit O hereto;

     

    (iv) to
      the
      Class AP Certificates, to the extent of the remaining Available Distribution
      Amount for Collateral Groups 1A and 1B, the AP Deferred Amount for such
      Distribution Date; provided,
      however,
      that (x)
      distributions pursuant to this priority (iv) shall not exceed the aggregate
      of
      the Subordinate Principal Distribution Amounts for Collateral Groups 1A and
      1B
      for such date; and (y) such amounts will not reduce the Class Principal Amount
      of the Class AP Certificates;

     

    (v) from
      the
      remaining Available Distribution Amounts for Collateral Groups 1A and 1B, to
      the
      Subordinate Certificates, subject to Section 5.02(f) and Section 5.02(k), in
      the
      following order of priority:

     

    (A) to
      the
      Class B1 Certificates, the Accrued Certificate Interest thereon for such
      Distribution Date, as reduced by such Class’s allocable share of any Net
      Prepayment Interest Shortfalls for such Distribution Date;

     

    (B) to
      the
      Class B1 Certificates, any Interest Shortfall for such Class on such
      Distribution Date;

     

    (C) to
      the
      Class B1 Certificates, in reduction of the Class Principal Amount thereof,
      such
      Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
      Amount for each such Collateral Group on such Distribution Date, except as
      provided in Section 5.02(d), until the Class Principal Amount thereof has been
      reduced to zero;

     

    (D) to
      the
      Class B2 Certificates, the Accrued Certificate Interest thereon for such
      Distribution Date, as reduced by such Class’s allocable share of any Net
      Prepayment Interest Shortfalls for such Distribution Date;

     

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

     

    (F) to
      the
      Class 2B2 Certificates, in reduction of the Class Principal Amount thereof,
      such
      Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
      Amount for each such Collateral Group on such Distribution Date, except as
      provided in Section 5.02(d), until the Class Principal Amount thereof has been
      reduced to zero;

     

    
      
        
        

      

      
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    (G) to
      the
      Class B3 Certificates, the Accrued Certificate Interest thereon for such
      Distribution Date, as reduced by such Class’s allocable share of any Net
      Prepayment Interest Shortfalls for such Distribution Date;

     

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

     

    (I) to
      the
      Class B3 Certificates, in reduction of the Class Principal Amount thereof,
      such
      Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
      Amount for each such Collateral Group on such Distribution Date, except as
      provided in Section 5.02(d), until the Class Principal Amount thereof has been
      reduced to zero;

     

    (J) to
      the
      Class B4 Certificates, the Accrued Certificate Interest thereon for such
      Distribution Date, as reduced by such Class’s allocable share of any Net
      Prepayment Interest Shortfalls for such Distribution Date;

     

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

     

    (L) to
      the
      Class B4 Certificates, in reduction of the Class Principal Amount thereof,
      such
      Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
      Amount for each such Collateral Group on such Distribution Date, except as
      provided in Section 5.02(d), until the Class Principal Amount thereof has been
      reduced to zero;

     

    (M) to
      the
      Class B5 Certificates, the Accrued Certificate Interest thereon for such
      Distribution Date, as reduced by such Class’s allocable share of any Net
      Prepayment Interest Shortfalls for such Distribution Date;

     

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

     

    (O) to
      the
      Class B5 Certificates, in reduction of the Class Principal Amount thereof,
      such
      Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
      Amount for each such Collateral Group on such Distribution Date, except as
      provided in Section 5.02(d), until the Class Principal Amount thereof has been
      reduced to zero;

     

    (P) to
      the
      Class B6 Certificates, the Accrued Certificate Interest thereon for such
      Distribution Date, as reduced by such Class’s allocable share of any Net
      Prepayment Interest Shortfalls for such Distribution Date;

     

    
      
        
        

      

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

     

    (R) to
      the
      Class B6 Certificates, in reduction of the Class Principal Amount thereof,
      such
      Class’s Subordinate Class Percentage of the Subordinate Principal Distribution
      Amount for each such Collateral Group on Distribution Date, except as provided
      in Section 5.02(d), until the Class Principal Amount thereof has been reduced
      to
      zero.

     

    (b) Net
      Prepayment Interest Shortfalls for each Collateral Group shall be allocated
      among the Senior Certificates related to such Collateral Group or Collateral
      Groups (including any interest-bearing Component thereof and excluding the
      Principal-Only Certificates) and the Subordinate Certificates pro
      rata
      based on
      (i) in the case of the related Non-AP Senior Certificates (and any such
      Component), the Accrued Certificate Interest otherwise distributable thereon,
      and (ii) in the case of the Subordinate Certificates, interest accrued on the
      related Apportioned Principal Balances.

     

    (c) After
      the
      applicable Credit Support Depletion Date, the Senior Distribution Amount with
      respect to Collateral Groups 1A and 1B remaining after distribution of interest
      to the related Non-AP Senior Certificates on such date shall be distributed
      among the related Classes of Senior Certificates proportionately, on the basis
      of their respective Class Principal Amounts immediately prior to such
      Distribution Date, regardless of the priorities and amounts set forth in Section
      5.02(a)(iii).

     

    (d) With
      respect to each Class of Subordinate Certificates (other than the Class B1
      Certificates), if on any Distribution Date the Credit Support Percentage for
      that Class is less than the Original Credit Support Percentage for such Class,
      then, notwithstanding anything to the contrary in Section 5.02(a), no
      distribution of amounts described in clauses (ii) and (iii) of the definition
      of
      the Subordinate Principal Distribution Amount will be made to any Subordinate
      Certificates of lower priority. Any such amounts will be distributed
      proportionately to such Class of Subordinate Certificates entitled to
      distributions in respect such clauses (ii) and (iii) of the definition of
      Subordinate Principal Distribution Amount on such date. Any amount not
      distributed in respect of any Class on any Distribution Date pursuant to the
      immediately preceding paragraph shall be allocated among the remaining Classes
      of related Subordinate Certificates in proportion to their respective Class
      Principal Amounts.

     

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

     

    (f) On
      each
      Distribution Date prior to the Credit Support Depletion Date but after the
      date
      on which the total Certificate Principal Amount of the Non-AP Senior Certificate
      or Certificates relating to either of Collateral Groups 1A or 1B have been
      reduced to zero, amounts otherwise distributable as principal on each Class
      of
      Subordinate Certificates pursuant to Section 5.02(a)(v), in reverse order of
      priority, in respect of such Class’s Subordinate Class Percentage of the
      Subordinate Principal Distribution Amount for the Collateral Group relating
      to
      such retired Certificates, shall be distributed as principal to such Non-AP
      Senior Certificates remaining outstanding pursuant to Section 5.02(a)(iii)
      until
      the Class Principal Amounts thereof have been reduced to zero, provided
      that on
      such Distribution Date (a) the Aggregate Subordinate Percentage for Collateral
      Groups 1A or 1B for such Distribution Date is less than 200% of such Subordinate
      Percentage as of the Cut-off Date or (b) the average outstanding principal
      balance of the Mortgage Loans in any of Collateral Groups 1A or 1B that are
      delinquent 60 days or more for the last six months (including for this purpose
      any REO Property or Mortgage Loans in foreclosure or bankruptcy and the
      Scheduled Payments that would have been due on Mortgage Loans with respect
      to
      which the related Mortgaged Property has been acquired by the Trust Fund if
      the
      related Mortgage Loan had remained in existence) as a percentage of the related
      Group Subordinate Amount is greater than or equal to 50%.

     

    
      
        
        

      

      
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    (g) On
      each
      Distribution Date on which the Class Principal Amounts of the Non-AP Senior
      Certificates relating to one or more Collateral Groups has been reduced to
      zero,
      any amounts distributable pursuant to Sections 5.02(f) will be allocated, as
      to
      each applicable Class of Subordinate Certificates, in proportion to such Class’s
      Subordinate Class Percentage of the Subordinate Principal Distribution Amount
      for the Collateral Group relating to each such retired Senior Certificate.
      On
      each Distribution Date on which the Non-AP Senior Certificates for one or more
      Collateral Groups remain outstanding, any amounts distributable pursuant to
      Sections 5.02(f) will be distributed in proportion to the aggregate Certificate
      Principal Amount of such Certificates relating to each such Collateral
      Group.

     

    (h) (A) On
      any Distribution Date on which any Non-AP Senior Certificate or Certificates
      relating to either of Collateral Groups 1A or 1B constitute an
      Undercollateralized Class or Classes, all amounts otherwise distributable as
      principal on the Subordinate Certificates, in reverse order of priority (other
      than amounts necessary to pay any related AP Deferred Amounts or unpaid Interest
      Shortfalls) (or, following the applicable Credit Support Depletion Date, such
      other amounts described in the immediately following sentence), will be
      distributed as principal to such Undercollateralized Class or Classes pursuant
      to Section 5.02(a)(iii), until the total Class Principal Amount of the
      Undercollateralized Class or Classes equals the Non-AP Pool Balance of the
      related Collateral Group, (such distribution, an “Undercollateralization
      Distribution”). In the event that any Non-AP Senior Certificate or Certificates
      relating to Collateral Groups 1A or 1B constitute an Undercollateralized Class
      or Classes on any Distribution Date following the Credit Support Depletion
      Date,
      related Undercollateralization Distributions will be made from any Available
      Distribution Amount for such Collateral Group or Groups not related to an
      Undercollateralized Class or Classes remaining after all required amounts have
      been distributed to the Non-AP Senior Certificates related to such other
      Collateral Groups. In addition, the amount of any unpaid Interest Shortfalls
      with respect to an Undercollateralized Class on any Distribution Date (including
      any Interest Shortfalls for such Distribution Date) will be distributed to
      such
      Undercollateralized Class or Classes prior to the payment of any related
      Undercollateralization Distributions from amounts otherwise distributable as
      principal on the Subordinate Certificates, in reverse order of priority (or,
      following the Credit Support Depletion Date, as provided in the preceding
      sentence).

     

    
      
        
        

      

      
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    (B) If
      on any Distribution Date the Non-AP Senior Certificates relating to more than
      one Collateral Group are Undercollateralized Classes, the distribution described
      in paragraph (A) above will be made in proportion to the amount by which the
      total Class Principal Amount of the Non-AP Senior Certificate or Certificates
      relating to each such Collateral Group, after giving effect to distributions
      pursuant to Section 5.02(a) on such Distribution Date, exceeds the Non-AP Pool
      Balance for the related Collateral Group for such Distribution
      Date.

     

    (i) On
      each
      Distribution Date occurring after a Section 7.01(c) Purchase Event but on or
      prior to a Trust Fund Termination Event, the Trustee (or the Paying Agent on
      behalf of the Trustee), shall withdraw from the Certificate Account the
      Available Distribution Amount (to the extent such amount is on deposit in the
      Certificate Account), and shall allocate such amount to the interests issued
      in
      respect of the Lower Tier REMIC 1 Uncertificated Regular Interests created
      pursuant to this Agreement and shall distribute such amount first, to the
      Trustee, any amounts reimbursable pursuant to Section 4.04(c) and not previously
      reimbursed to the Trustee, second, to the LTURI holder, any remaining Available
      Distribution Amount to the extent payable on the Lower Tier REMIC 1
      Uncertificated Regular Interests as provided in the Preliminary Statement,
      and
      third, to the Class LT-R Certificates.

     

    (j) On
      each
      Distribution Date, the Trustee shall distribute all Prepayment Penalty Amounts
      for such date to the Holder of the Class P Certificates.

     

    (k) On
      each
      Distribution Date, the Trustee shall reduce amounts otherwise distributable
      to
      the Holders of each Class of Subordinate Certificates in respect of the
      Subordinate Principal Distribution Amount by any Capitalization Reimbursement
      Amount for such date. Any such reductions shall be allocated to the Classes
      of
      Subordinate Certificates in inverse order of priority.

     

    Section
      5.03. Allocation of Realized Losses.

     

    (a) On
      any
      Distribution Date, (i) the related Applicable Fraction of the principal portion
      of each Realized Loss in respect of a Mortgage Loan in Collateral Group PO
      will
      be allocated to and reduce the Certificate Principal Amounts of the Class AP
      Certificates, until the Certificate Principal Amounts thereof has been reduced
      to zero; and (ii) the related Applicable Fraction of the principal portion
      of
      each Realized Loss (other than any Excess Loss) in respect of a Mortgage Loan
      in
      Collateral Groups 1A and 1B, shall be allocated in the following order of
      priority:

     

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

     

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

     

    
      
        
        

      

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

     

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

     

    fifth,
      to the
      Class B2 Certificates, in reduction of their Class Principal Amount, until
      the
      Class Principal Amount thereof has been reduced to zero;

     

    sixth,
      to the
      Class B1 Certificates, in reduction of their Class Principal Amount, until
      the
      Class Principal Amount thereof has been reduced to zero; and

     

    seventh,
      to the
      related Classes of Non-AP Senior Certificates, pro
      rata,
      in
      accordance with their respective Class Principal Amounts
      provided,
      however,
      that
      any Realized Loss allocated (1) to the Class 1-A3 and Class 1-A4 Certificates
      shall instead be allocated to the Class 1-A5 Certificates until the Class
      Principal Amount thereof has been reduced to zero and thereafter, any such
      losses allocated to the Class 1-A3 Certificates shall instead be allocated
      to
      the Class 1-A4 Certificates until the Class Principal Amount thereof has been
      reduced to zero, and (2) to the Class 1-A6 and Class 1-A7 Certificates shall
      instead be allocated to the Class 1-A8 Certificates until the Class Principal
      Amount thereof has been reduced to zero and thereafter, any such losses
      allocated to the Class 1-A6 Certificates shall instead be allocated to the
      Class
      1-A7 Certificates until the Class Principal Amount thereof has been reduced
      to
      zero.

     

    In
      addition, any Realized Loss (including any Excess Loss) allocated to an Exchange
      Class shall be proportionately allocated to the related Exchangeable Class
      or
      Classes.

     

    (b) With
      respect to any Distribution Date, the related Applicable Fraction of the
      principal portion of any Excess Loss in respect of a Mortgage Loan in any
      Collateral Group shall be allocated, pro
      rata,
      to the
      related Subordinate Certificates and related Non-AP Senior Certificate or
      Certificates on the basis of the Apportioned Principal Balances of the Classes
      of Subordinate Certificates and Class Principal Amounts of the related Non-AP
      Senior Certificates (and in the same manner as specified in clause seventh
      of
      subsection (a).

     

    (c) Any
      Realized Losses allocated to a Class of Certificates pursuant to Section 5.03(a)
      shall be allocated among the Certificates of such Class in proportion to their
      respective Certificate Principal Amounts. Any allocation of Realized Losses
      pursuant to this paragraph (c) shall be accomplished by reducing the Certificate
      Principal Amounts of the related Certificates on the related Distribution Date
      in accordance with Section 5.03(d). Realized Losses allocated to any Accrual
      Certificates will be allocated on the basis of the lesser of their original
      Class Principal Amount and their current Class Principal Amount.

     

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

     

    
      
        
        

      

      
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    (e) On
      each
      Distribution Date, the Subordinate Certificate Writedown Amount for such date
      shall effect a corresponding reduction in the Class Principal Amount of the
      lowest ranking Class of outstanding related Subordinate Certificates, which
      reduction shall occur on such Distribution Date after giving effect to
      distributions made on such Distribution Date.

     

    Section
      5.04. Advances by the Master Servicer and the Trustee.

     

    (a) Advances
      shall be made in respect of each Master Servicer Remittance Date as provided
      herein. If, on any Determination Date, the Master Servicer determines that
      any
      Scheduled Payments (or in the case of Simple Interest Mortgage Loans, the amount
      of any scheduled interest payments) due during the related Due Period (other
      than Balloon Payments) have not been received, the Master Servicer shall, or
      cause the applicable Servicer to, advance such amount on the Master Servicer
      Remittance Date immediately following such Determination Date, less an amount,
      if any, to be set forth in an Officer’s Certificate to be delivered to the
      Trustee on such Determination Date, which if advanced the Master Servicer or
      the
      applicable Servicer has determined would not be recoverable from amounts
      received with respect to such Mortgage Loan, including late payments,
      Liquidation Proceeds, Insurance Proceeds or otherwise. If the Master Servicer
      determines that an Advance is required, it shall on the Master Servicer
      Remittance Date immediately following such Determination Date either (i) remit
      to the Trustee from its own funds (or funds advanced by the applicable Servicer)
      for deposit in the Certificate Account immediately available funds in an amount
      equal to such Advance, (ii) cause to be made an appropriate entry in the records
      of the Collection Account that funds in such account being held for future
      distribution or withdrawal have been, as permitted by this Section 5.04, used
      by
      the Master Servicer to make such Advance, and remit such immediately available
      funds to the Trustee for deposit in the Certificate Account or (iii) make
      Advances in the form of any combination of clauses (i) and (ii) aggregating
      the
      amount of such Advance. Any funds being held in the Collection Account for
      future distribution to Certificateholders and so used shall be replaced by
      the
      Master Servicer from its own funds by remittance to the Trustee for deposit
      in
      the Certificate Account on or before any future Master Servicer Remittance
      Date
      to the extent that funds in the Certificate Account on such Master Servicer
      Remittance Date shall be less than payments to Certificateholders required
      to be
      made on the related Distribution Date. Notwithstanding anything to the contrary
      herein, in the event the Master Servicer determines in its reasonable judgment
      that an Advance is non-recoverable, the Master Servicer shall be under no
      obligation to make such Advance. The Trustee shall be entitled to conclusively
      rely upon any determination by the Master Servicer that an Advance, if made,
      would constitute a non-recoverable advance. The Master Servicer and each
      Servicer shall be entitled to be reimbursed from the Collection Account for
      all
      Advances made by it as provided in Section 4.02.

     

    
      
        
        

      

      
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    (b) In
      the
      event that the Master Servicer fails for any reason to make an Advance required
      to be made pursuant to this Section 5.04, the Trustee, solely in its capacity
      as
      successor Master Servicer pursuant to Section 6.14, shall, on or before the
      related Distribution Date, deposit in the Certificate Account an amount equal
      to
      the excess of (a) Advances required to be made by the Master Servicer that
      would
      have been deposited in such Certificate Account over (b) the amount of any
      Advance made by the Master Servicer and Servicers with respect to such
      Distribution Date; provided,
      however,
      that
      the Trustee shall be required to make such Advance only if it is not prohibited
      by law from doing so and it has determined that such Advance would be
      recoverable from amounts to be received with respect to such Mortgage Loan,
      including late payments, Liquidation Proceeds, Insurance Proceeds, or otherwise.
      The Trustee shall be entitled to be reimbursed from the Certificate Account
      for
      Advances made by it pursuant to this Section 5.04 as if it were the Master
      Servicer.

     

    Notwithstanding
      anything in this Section 5.04 to the contrary, the Master Servicer’s obligation
      or the Trustee’s obligation, as successor Master Servicer, to make Advances on
      the Mortgage Loans in the aggregate for a Master Servicer Remittance Date shall
      be reduced by any Capitalization Reimbursement Amounts during the related Due
      Period.

     

    Section
      5.05. Compensating Interest Payments.

     

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

     

    ARTICLE
      VI

     

    CONCERNING
      THE TRUSTEE; EVENTS OF DEFAULT

     

    Section
      6.01. Duties of Trustee. 

     

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

     

    (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 Master Servicer or any Servicer to the Trustee
      pursuant to this Agreement, and shall not be required to recalculate or verify
      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.

     

    
      
        
        

      

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

     

    (i) The
      Trustee shall not be liable with respect to any action taken, suffered or
      omitted to be taken by it in good faith in accordance with the direction of
      the
      Holders as provided in Section 6.18 hereof;

     

    (ii) For
      all
      purposes under this Agreement, the Trustee shall not be deemed to have notice
      of
      any Event of Default unless a Responsible Officer of the Trustee has actual
      knowledge thereof or unless written notice of any event which is in fact such
      a
      default is received by the Trustee at the address provided in Section 11.07,
      and
      such notice references the Holders of the Certificates and this
      Agreement;

     

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

     

    (iv) 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 Master Servicer under this
      Agreement;

     

    
      
        
        

      

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

     

    (d) The
      Trustee shall have no duty hereunder with respect to any complaint, claim,
      demand, notice or other document it may receive or which may be alleged to
      have
      been delivered to or served upon it by the parties as a consequence of the
      assignment of any Mortgage Loan hereunder; provided,
      however,
      that the
      Trustee shall promptly remit to the Master Servicer upon receipt any such
      complaint, claim, demand, notice or other document (i) which is delivered to
      the
      address of the Trustee provided in Section 11.07 and makes reference to this
      series of Certificate or this Agreement, (ii) of which a Responsible Officer
      has
      actual knowledge, and (iii) which contains information sufficient to permit
      the
      Trustee to make a determination that the real property to which such document
      relates is a Mortgaged Property.

     

    (e) The
      Trustee shall not be personally liable with respect to any action taken,
      suffered or omitted to be taken by it in good faith in accordance with the
      direction of 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.

     

    (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 Master Servicer or any Servicer under this Agreement or
      any
      Servicing Agreement except during such time, if any, as the Trustee shall be
      the
      successor to, and be vested with the rights, duties, powers and privileges
      of,
      the Master Servicer in accordance with the terms of this Agreement.

     

    (g) The
      Trustee shall not be held liable by reason of any insufficiency in the
      Collection Account resulting from any investment loss on any Eligible Investment
      included therein (except to the extent that the Trustee is the obligor and
      has
      defaulted thereon).

     

    (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, (B) to see to any insurance or claim under any
      Insurance Policy, and (C) to see to the payment or discharge of any tax,
      assessment, or other governmental charge or any lien or encumbrance of any
      kind
      owing with respect to, assessed or levied against, any part of the Trust Fund
      other than from funds available in the Certificate Account. Except as otherwise
      provided herein, the Trustee shall not have any duty to confirm or verify
      the contents of any reports or certificates of the Master Servicer, any Servicer
      or any Cap Counterparty, delivered to the Trustee pursuant to this Agreement
      believed by the Trustee to be genuine and to have been signed or presented
      by
      the proper party or parties.

     

    
      
        
        

      

      
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    (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,
      the Master Servicer 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) This
      Agreement shall not be construed to render the Trustee an agent of the Master
      Servicer or any Servicer.

     

    (m) 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;

     

    
      
        
        

      

      
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    (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;

     

    (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) Unless
      an
      Event of Default shall have occurred and be continuing, the Trustee shall not
      be
      bound to make any investigation into the facts or matters stated in any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond or other paper or document (provided
      the
      same appears regular on its face), unless requested in writing to do so by
      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.

     

    
      
        
        

      

      
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    Section
      6.03. Trustee Not Liable for Certificates. 

     

    The
      Trustee makes no representations as to the validity or sufficiency of this
      Agreement, the Exchange Trust Agreement, any Cap Agreement or the Certificates
      (other than the certificate of authentication on the Certificates) or the Lower
      Tier REMIC 1 Uncertificated Regular Interests, or of any Mortgage Loan, or
      related document save that the Trustee represents that, assuming due execution
      and delivery by the other parties hereto, this Agreement has been duly
      authorized, executed and delivered by it and constitutes its valid and binding
      obligation, enforceable against it in accordance with its terms except that
      such
      enforceability may be subject to (A) applicable bankruptcy and insolvency laws
      and other similar laws affecting the enforcement of the rights of creditors
      generally, and (B) general principles of equity regardless of whether such
      enforcement is considered in a proceeding in equity or at law. The Trustee
      shall
      not be accountable for the use or application by the Depositor of funds paid
      to
      the Depositor in consideration of the assignment of the Mortgage Loans to the
      Trust Fund by the Depositor or for the use or application of any funds deposited
      into the Certificate Account, any Escrow 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 Exchange
      Trust
      Agreement or the validity, priority, perfection or sufficiency of the security
      for the Certificates or the Lower Tier REMIC 1 Uncertificated Regular Interests
      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.

     

    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 Master Servicer or any Servicer. 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) may not be an originator
      of
      Mortgage Loans, the Master Servicer, a Servicer, the Depositor or an affiliate
      of the Depositor unless the Trustee is in an institutional trust department
      of
      the Trustee, (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 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.

     

    
      
        
        

      

      
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    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, any Cap Counterparty and
      the
      Master Servicer. 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, one copy to the successor trustee and one
      copy to the Master Servicer. 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 9.25(a)
      or
      9.25(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, 9.25(a) and 9.25(b) hereof or (vii) the Depositor desires to
      replace the Trustee with a successor Trustee, then the Depositor or the Master
      Servicer shall remove the Trustee or the Paying Agent, as applicable, and the
      Depositor shall appoint a successor trustee acceptable to the Master Servicer
      by
      written instrument, one copy of which instrument shall be delivered to the
      Trustee so removed, one copy each to the successor trustee and one copy to
      the
      Master Servicer.

     

    (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, one copy to the Trustee
      and one copy to the Master Servicer; the Depositor shall thereupon appoint
      a
      successor trustee in accordance with this Section mutually acceptable to the
      Depositor and the Master Servicer.

     

    
      
        
        

      

      
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    (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, the Master Servicer 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 deliver to the Trustee
      or
      any successor trustee (or assign to the Trustee its interest under the Custodial
      Agreement, to the extent permitted thereunder), all Mortgage Files and documents
      and statements related to each Mortgage File held by it hereunder, 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. In addition, the Master Servicer and the predecessor trustee shall
      execute and deliver such other instruments and do such other things as may
      reasonably be required to more fully and certainly vest and confirm in the
      successor trustee all such rights, powers, duties and obligations. 

     

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

     

    (c) Upon
      acceptance of appointment by a successor trustee as provided in this Section,
      the 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, the Master
      Servicer 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, the Master Servicer and the Depositor in writing
      and in form and substance reasonably satisfactory to the Sponsor, the Master
      Servicer and the Depositor, all information reasonably necessary for the Trustee
      to accurately and timely report, pursuant to Section 6.20, 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. Appointment of Co-Trustee, Separate Trustee or
      Custodian. 

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

    (g) The
      Trustee shall pay the reasonable compensation of the co-trustees requested
      by
      the Trustee to be so appointed (which compensation shall not reduce any
      compensation payable to the Trustee ) and, if paid by the Trustee, shall be
      a
      reimbursable expense pursuant to Section 6.12.

     

    
      
        
        

      

      
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    Section
      6.10. Authenticating Agents. 

     

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

     

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

     

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

     

    Section
      6.11. Indemnification of Trustee. 

     

    The
      Trustee and its directors, officers, employees and agents shall be entitled
      to
      indemnification from the Trust Fund 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 or under the Exchange Trust
      Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any
      Servicing Agreement or the Custodial Agreements, including any applicable fees
      and expenses payable pursuant to Section 6.12 and the costs and expenses of
      defending themselves against any claim in connection with the exercise or
      performance of any of their powers or duties hereunder, provided
      that:

     

    
      
        
        

      

      
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      (i) with
        respect to any such claim, the Trustee shall have given the Depositor, the
        Master Servicer 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 and the Master Servicer in preparing such
      defense; 

     

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

     

    (iv) with
      respect to any claim arising in connection with the Trustee’s administration of
      the Reserve Account, the Trustee shall be indemnified for any loss, liability,
      or expense solely to the extent provide in Section 4.05 hereof.

     

    The
      Trustee shall be further indemnified by the Seller for and held harmless
      against, any loss, liability or expense arising out of, or in connection with,
      the provisions set forth in the fourth paragraph of Section 2.01(a) hereof,
      including, without limitation, all costs, liabilities and expenses (including
      reasonable legal fees and expenses) of investigating and defending itself
      against any claim, action or proceeding, pending or threatened, relating to
      the
      provisions of such paragraph.

     

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

     

    Section
      6.12. Fees and Expenses of Trustee and Custodian. 

     

    The
      Trustee shall be entitled to receive, and is authorized to pay itself, any
      investment income and earnings on the Certificate Account. 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), 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. Each Custodian shall receive compensation and
      reimbursement or payment of its expenses under the applicable Custodial
      Agreement as provided therein; provided
      that,
      to the
      extent required under the Custodial Agreement, the Trustee is hereby authorized
      to pay such compensation or indemnity amounts from amounts on deposit in the
      Certificate Account prior to any distributions to Certificateholders pursuant
      to
      Section 5.02 hereof. The provisions of this Section 6.12 shall survive the
      termination of this Agreement and the resignation or removal of the
      Trustee.

     

    
      
        
        

      

      
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    Section
      6.13. Collection of Monies. 

     

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

     

    Section
      6.14. Events of Default; Trustee To Act; Appointment of
      Successor. 

     

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

     

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

     

    (ii) Any
      failure by the Master Servicer to duly perform, within the required time period
      and without notice, its obligations to provide any certifications required
      pursuant to Sections 9.25 or 9.26; or

     

    (iii) Except
      with respect to those items listed in clause (ii) above, any failure by the
      Master Servicer to duly perform, within the required time period, without notice
      or grace period, its obligations to provide any information, data or materials
      required to be provided hereunder pursuant to Section 9.23, including any items
      required to be included in any Exchange Act report; or

     

    (iv) Any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of the
      Master Servicer contained in this Agreement which continues unremedied for
      a
      period of 30 days after the date on which written notice of such failure,
      requiring the same to be remedied, shall have been given to the Master Servicer
      by the Trustee, or to the Master Servicer and the Trustee by the Holders of
      more
      than 50% of the Aggregate Voting Interests of the Certificates; or

     

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

     

    
      
        
        

      

      
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    (vi) The
      Master Servicer shall consent to the appointment of a conservator or receiver
      or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities, voluntary liquidation or similar proceedings of or relating to
      the
      Master Servicer or of or relating to all or substantially all of its property;
      or

     

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

     

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

     

    (ix) If
      a
      representation or warranty set forth in Section 9.14 hereof shall prove to
      be
      incorrect as of the time made in any respect that materially and adversely
      affects the interests of the Certificateholders, and the circumstance or
      condition in respect of which such representation or warranty was incorrect
      shall not have been eliminated or cured within 30 days after the date on which
      written notice of such incorrect representation or warranty shall have been
      given to the Master Servicer by the Trustee, or to the Master Servicer and
      the
      Trustee by the Holders of more than 50% of the Aggregate Voting Interests of
      the
      Certificates; or

     

    (x) A
      sale or
      pledge of any of the rights of the Master Servicer hereunder or an assignment
      of
      this Agreement by the Master Servicer or a delegation of the rights or duties
      of
      the Master Servicer hereunder shall have occurred in any manner not otherwise
      permitted hereunder and without the prior written consent of the Trustee and
      Certificateholders holding more than 50% of the Aggregate Voting Interests
      of
      the Certificates; or

     

    (xi) The
      Master Servicer has notice or actual knowledge that any Servicer at any time
      is
      not either a Fannie Mae- or Freddie Mac- approved Seller/Servicer, and the
      Master Servicer has not terminated the rights and obligations of such Servicer
      under the applicable Servicing Agreement and replaced such Servicer with a
      Fannie Mae- or Freddie Mac -approved servicer within 60 days of the date the
      Master Servicer receives such notice or acquires such actual
      knowledge.

     

    (xii) After
      receipt of notice from the Trustee, any failure of the Master Servicer to
      deposit into the Certificate Account any payment required to be made for the
      benefit of Certificateholders under the terms of this Agreement, including
      any
      Advance, on the Master Servicer Remittance Date immediately preceding the
      related Distribution Date which such failure continues unremedied for a period
      of one Business Day after the date upon which notice of such failure shall
      have
      been given to the Master Servicer by the Trustee.

     

    
      
        
        

      

      
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    If
      an
      Event of Default described in clauses (i) through (xi) of this Section shall
      occur, then, in each and every case, subject to applicable law, so long as
      any
      such Event of Default shall not have been remedied within any period of time
      prescribed by this Section, the Trustee, by notice in writing to the Master
      Servicer may, and shall, if so directed by Certificateholders evidencing more
      than 50% of the Class Principal Amount of each Class of Certificates, terminate
      all of the rights and obligations of the Master Servicer hereunder and in and
      to
      the Mortgage Loans and the proceeds thereof. If an Event of Default described
      in
      clause (xii) of this Section shall occur, then, in each and every case, subject
      to applicable law,
      so long
      as such Event of Default shall not have been remedied within the time period
      prescribed by clause (xii) of this Section 6.14, the
      Trustee (upon a Responsible Officer becoming aware of the occurrence thereof),
      by notice in writing to the Master Servicer, shall promptly terminate all of
      the
      rights and obligations of the Master Servicer hereunder and in and to the
      Mortgage Loans and the proceeds thereof. On or after the receipt by the Master
      Servicer of such written notice, all authority and power of the Master Servicer,
      and only in its capacity as Master Servicer under this Agreement, whether with
      respect to the Mortgage Loans or otherwise, shall pass to and be vested in
      the
      Trustee; provided,
      however,
      the
      parties acknowledge that notwithstanding the preceding sentence there may be
      a
      transition period, not to exceed 90 days, in order to effect the transfer of
      the
      Master Servicing obligations to the Trustee. The Trustee is hereby authorized
      and empowered to execute and deliver, on behalf of the defaulting Master
      Servicer as attorney-in-fact or otherwise, any and all documents and other
      instruments, and to do or accomplish all other acts or things necessary or
      appropriate to effect the purposes of such notice of termination, whether to
      complete the transfer and endorsement or assignment of the Mortgage Loans and
      related documents or otherwise. The defaulting Master Servicer agrees to
      cooperate with the Trustee in effecting the termination of the defaulting Master
      Servicer’s responsibilities and rights hereunder as Master Servicer including,
      without limitation, notifying Servicers of the assignment of the master
      servicing function and providing the Trustee or its designee all documents
      and
      records in electronic or other form reasonably requested by it to enable the
      Trustee or its designee to assume the defaulting Master Servicer’s functions
      hereunder and the transfer to the Trustee (or its designee) for administration
      by it of all amounts which shall at the time be or should have been deposited
      by
      the defaulting Master Servicer in the Collection Account and any other account
      or fund maintained with respect to the Certificates or thereafter received
      with
      respect to the Mortgage Loans. The Master Servicer being terminated (or the
      Trust Fund, if the Master Servicer is unable to fulfill its obligations
      hereunder) as a result of an Event of Default shall bear all reasonable costs
      and expenses of a master servicing transfer, including but not limited to those
      of the Trustee reasonably allocable to specific employees and overhead, legal
      fees and expenses, accounting and financial consulting fees and expenses, and
      costs of amending the Agreement, if necessary.

     

    The
      Trustee shall be entitled to be reimbursed from the Master Servicer (or by
      the
      Trust Fund, if the Master Servicer is unable to fulfill its obligations
      hereunder) for all costs associated with the transfer of master servicing from
      the predecessor Master Servicer, including, without limitation, any costs or
      expenses associated with the complete transfer of all master servicing data
      and
      the completion, correction or manipulation of such servicing data as may be
      required by the Trustee to correct any errors or insufficiencies in the master
      servicing data or otherwise to enable the Trustee to master service the Mortgage
      Loans properly and effectively. If the terminated Master Servicer does not
      pay
      such reimbursement within thirty (30) days of its receipt of an invoice
      therefore, such reimbursement shall be an expense of the Trust and the Trustee
      shall be entitled to withdraw such reimbursement from amounts on deposit in
      the
      Certificate Account pursuant to Section 4.04; provided
      that the
      terminated Master Servicer shall reimburse the Trust for any such expense
      incurred by the Trust; and provided,
      further,
      that
      the Trustee shall decide whether and to what extent it is in the best interest
      of the Certificateholders to pursue any remedy against any party obligated
      to
      make such reimbursement.

     

    
      
        
        

      

      
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    Notwithstanding
      the termination of its activities as Master Servicer, each terminated Master
      Servicer shall continue to be entitled to reimbursement to the extent provided
      in Section 4.02 to the extent such reimbursement relates to the period prior
      to
      such Master Servicer’s termination.

     

    If
      any
      Event of Default shall occur, the Trustee, upon a Responsible Officer of the
      Trustee becoming aware of the occurrence thereof, shall promptly notify each
      Rating Agency of the nature and extent of such Event of Default. The Trustee
      shall immediately give written notice to the Master Servicer upon the Master
      Servicer’s failure to remit funds to the Trustee on the Master Servicer
      Remittance Date.

     

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

     

    
      
        
        

      

      
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    (c) Notwithstanding
      the above, the Trustee may, if it shall be unwilling to continue to so act,
      or
      shall, if it is unable to so act, petition a court of competent jurisdiction
      to
      appoint, or appoint on its own behalf any established housing and home finance
      institution servicer, master servicer, servicing or mortgage servicing
      institution having a net worth of not less than $15,000,000 and meeting such
      other standards for a successor master servicer as are set forth in this
      Agreement, as the successor to such Master Servicer in the assumption of all
      of
      the responsibilities, duties or liabilities of the Master Servicer hereunder.
      Any entity designated by the Trustee as a successor master servicer may be
      an
      Affiliate of the Trustee; provided,
      however,
      that,
      unless such Affiliate meets the net worth requirements and other standards
      set
      forth herein for a successor master servicer, the Trustee, in its individual
      capacity shall agree, at the time of such designation, to be and remain liable
      to the Trust Fund for such Affiliate’s actions and omissions in performing its
      duties hereunder. In connection with such appointment and assumption, the
      Trustee may make such arrangements for the compensation of such successor out
      of
      payments on Mortgage Loans as it and such successor shall agree; provided,
      however,
      that no
      such compensation shall be in excess of that permitted to the Master Servicer
      hereunder. The Trustee and such successor shall take such actions, consistent
      with this Agreement, as shall be necessary to effectuate any such succession
      and
      may make other arrangements with respect to the servicing to be conducted
      hereunder which are not inconsistent herewith. The Master Servicer shall
      cooperate with the Trustee and any successor master servicer in effecting the
      termination of the Master Servicer’s responsibilities and rights hereunder
      including, without limitation, notifying Mortgagors of the assignment of the
      master servicing functions and providing the Trustee and successor master
      servicer, as applicable, all documents and records in electronic or other form
      reasonably requested by it to enable it to assume the Master Servicer’s
      functions hereunder and the transfer to the Trustee or such successor master
      servicer, as applicable, all amounts which shall at the time be or should have
      been deposited by the Master Servicer in the Collection Account and any other
      account or fund maintained with respect to the Certificates or the Lower Tier
      REMIC 1 Uncertificated Regular Interests or thereafter be received with respect
      to the Mortgage Loans. Neither the Trustee nor any other successor master
      servicer shall be deemed to be in default hereunder by reason of any failure
      to
      make, or any delay in making, any distribution hereunder or any portion thereof
      caused by (i) the failure of the Master Servicer to deliver, or any delay in
      delivering, cash, documents or records to it, (ii) the failure of the Master
      Servicer to cooperate as required by this Agreement, (iii) the failure of the
      Master Servicer to deliver the Mortgage Loan data to the Trustee as required
      by
      this Agreement or (iv) restrictions imposed by any regulatory authority having
      jurisdiction over the Master Servicer. 

     

    Notwithstanding
      anything herein to the contrary, in no event shall the Trustee be liable for
      any
      Master Servicing Fee or Servicing Fee or for any differential in the amount
      of
      the Master Servicing Fee or Servicing Fee paid hereunder or under the applicable
      Servicing Agreement and the amount necessary to induce any successor master
      servicer or successor servicer to act as successor master servicer or successor
      servicer under this Agreement or the applicable Servicing Agreement and the
      transactions set forth or provided for herein.

     

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

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    

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

       

    

    Section
      6.16. Waiver of Defaults. 

     

    More
      than
      50% of the Aggregate Voting Interests of Certificateholders may waive any
      default or Event of Default by the Master Servicer in the performance of its
      obligations hereunder, except that a default in the making of any required
      deposit to the Certificate Account that would result in a failure of the Trustee
      to make any required payment of principal of or interest on the Certificates
      may
      only be waived with the consent of 100% of the affected Certificateholders.
      Upon
      any such waiver of a past default, such default shall cease to exist, and any
      Event of Default arising therefrom shall be deemed to have been remedied for
      every purpose of this Agreement. No such waiver shall extend to any subsequent
      or other default or impair any right consequent thereon except to the extent
      expressly so waived.

     

    Section
      6.17. Notification to Holders. 

     

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

     

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

     

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

     

    
      
        
        

      

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

     

    In
      the
      event that a Responsible Officer of the Trustee shall have actual knowledge
      of
      any action or inaction of the Master Servicer that would become an Event of
      Default upon the Master Servicer’s failure to remedy the same after notice, the
      Trustee shall give notice thereof to the Master Servicer.

     

    Section
      6.20. 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). The Master
      Servicer will indemnify the Trustee for any liability of or assessment against
      the Trustee resulting from any error in any of such tax or information returns
      directly resulting from or arising out of errors in the information provided
      by
      such Master Servicer.

     

    In
      addition, the Trustee shall prepare, sign and file all of the tax returns in
      respect of the grantor trust referred to in Section 11.15. The expenses of
      preparing and filing such returns shall be borne by the Trustee without any
      right of reimbursement therefor. 

    


    (b) The
      Trustee shall treat the grantor trust described in Section 11.15, as a WHFIT
      that is a WHMT. The Trustee shall report as required under the WHFIT Regulations
      to the extent such information as is reasonably necessary to enable the Trustee
      to do so is provided to the Trustee on a timely basis. For this purpose, the
      Trustee may assume that DTC is the only middleman listed as the registered
      Holder for the related Certificates. 

     

    The
      Trustee shall report required WHFIT information using the accrual method. The
      Trustee shall make available WHFIT information to holders annually. In addition,
      the Trustee shall not be responsible or liable for providing subsequently
      amended, revised or updated information to any holder, unless requested by
      the
      holder.

     

    
      
        
        

      

      
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    The
      Trustee shall not be liable for failure to meet the reporting requirements
      of
      the WHFIT Regulations nor for any penalties thereunder if such failure is due
      to: (i) the lack of reasonably necessary information being provided to the
      Trustee or (ii) incomplete, inaccurate or untimely information being provided
      to
      the Trustee. Each owner of a Certificate representing, in whole or in part,
      beneficial ownership of an interest in a WHFIT, by acceptance of its interest
      in
      such Certificate, will be deemed to have agreed to provide the Trustee with
      information regarding any sale of such Certificate, including the price, amount
      of proceeds and date of sale. Absent receipt of such information, and unless
      informed otherwise by the Depositor, the Trustee may assume there is no
      secondary market trading of WHFIT interests.

    


    To
      the
      extent required by the WHFIT Regulations, the Trustee shall use reasonable
      efforts to publish on an appropriate website the CUSIPs for the Certificates
      that represent ownership of a WHFIT. The CUSIPs so published will represent
      the
      Rule 144A CUSIPs. The Trustee shall make reasonable good faith efforts to keep
      the website accurate and updated to the extent CUSIPs have been received. Absent
      the receipt of a CUSIP, the Trustee shall use a reasonable identifier number
      in
      lieu of a CUSIP. The Trustee shall not be liable for investor reporting delays
      that result from the receipt of inaccurate or untimely CUSIP
      information

     

    (c) The
      Trustee shall prepare and file with the Internal Revenue Service (“IRS”), on
      behalf of the Trust Fund and each of the REMICs 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 (d) through (f) of
      this Section 6.20 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.

     

    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

    

    


    (ii) As
      set
      forth on Exhibit L-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 L-4, 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.

    


    (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. If the
      Master Servicer is the Exchange Act Signing Party and the Form 10-D includes
      Additional Form 10-D Disclosure, then the Form 10-D shall also be electronically
      distributed to the Depositor 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 6.20. 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 6.20(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 6.20(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.

     

    
      
        
        

      

      
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    (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-10K 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 and in the related Servicing Agreements and Custodial
      Agreement, (A) an annual compliance statement for each Servicer, each Additional
      Servicer and the Master Servicer, as described under Section 9.26 hereof and
      in
      each Servicing Agreement, (B)(I) the annual reports on assessment of compliance
      with servicing criteria for each Servicer, the Custodian, each Additional
      Servicer, the Master Servicer, any Servicing Function Participant, the Paying
      Agent (if other than the Trustee) and the Trustee (each, a “Reporting
      Servicer”), as described under Section 9.25(a) hereof and in each Servicing
      Agreement and Custodial Agreement, and (II) if any Reporting Servicer’s report
      on assessment of compliance with servicing criteria described under Section
      9.25(a) hereof or in any Servicing Agreement or 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 9.25(a) hereof or in any
      Servicing Agreement or 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
      9.25(b) hereof and in each Servicing Agreement and Custodial Agreement and
      (II)
      if any registered public accounting firm attestation report described under
      Section 9.25(b) hereof or in any Servicing Agreement or 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 L-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 L-4,
      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 L-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. If the
      Master Servicer is the Exchange Act Signing Party and the Form 10-K includes
      Additional Form 10-K Disclosure, then the Form 10-K shall also be electronically
      distributed to the Depositor 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 6.20. 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
      6.20(f) related to the timely preparation and filing of Form 10-K is contingent
      upon such parties (and any Additional Servicer or Servicing Function
      Participant) strictly observing all applicable deadlines in the performance
      of
      their duties under this Section 6.20(f), Section 9.25(a), Section 9.25(b) and
      Section 9.26. 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, the Paying
      Agent (if other than the Trustee) and, if the Depositor is the Exchange Act
      Signing Party, the Master Servicer, shall, and the Trustee, the Paying Agent
      (if
      other than the Trustee) and the Master Servicer (if applicable) 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 P (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
      Master Servicer, 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 6.20(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 L-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 L-4,
      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 L-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. If the Master Servicer is the Exchange
      Act Signing Party, then the Form 8-K shall also be electronically distributed
      to
      the Depositor 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 6.20. 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 6.20(g). The
      parties to this Agreement acknowledge that the performance by the Trustee of
      its
      duties under this Section 6.20(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 6.20(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 and each Servicer 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 6.20(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.
      

     

    
      
        
        

      

      
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    (j) The
      Depositor and the Master Servicer, by mutual agreement, shall determine which
      of
      the Depositor or the Master Servicer shall be the initial Exchange Act Signing
      Party. Upon such determination, the Depositor shall timely notify the Trustee,
      and such notice shall provide contact information for the Exchange Act Signing
      Party. If the Depositor and Master Servicer, at any time, mutually agree to
      change the identity of the Exchange Act Signing Party, the Depositor shall
      provide timely notice to the Trustee of any such change. Any notice delivered
      pursuant to this Section 6.20 may be by fax or electronic copy notwithstanding
      the notice provisions of Section 11.07.

    


    Section
      6.21. [Reserved]

     

    Section
      6.22. 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.

     

    Section
      6.23. 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 the Master Servicer,
      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 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 when and as required under
      Sections 6.20 or 9.25(a).

     

    Section
      6.24. Compliance with Regulation AB.

     

    Each
      of
      the parties hereto acknowledges and agrees that the purpose of Sections 6.01
      and
      6.20 of this Agreement is to facilitate compliance by the Sponsor, the Master
      Servicer, 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 Master Servicer, 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 Master Servicer, the Depositor or the Trustee
      may determine in good faith is necessary to comply with the provisions of
      Regulation AB.

     

    
      
        
        

      

      
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    ARTICLE
      VII


     

    PURCHASE
      AND TERMINATION

    OF
      THE
      TRUST FUND

     

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

     

    (a) The
      respective obligations and responsibilities of the Trustee and the Master
      Servicer created hereby (other than the obligation of the Trustee to make
      payments to Certificateholders as set forth in Section 7.02, the obligation
      of
      the Master Servicer to make a final remittance to the Trustee pursuant to
      Section 4.01 for deposit into the Certificate Account and the obligations of
      the
      Master Servicer to the Trustee pursuant to Sections 9.10 and 9.14), shall
      terminate upon the occurrence of the earlier of (i) the final payment or other
      liquidation of the last Mortgage Loan remaining in the Trust Fund and the
      disposition of all REO Property, (ii) the sale of the property held by the
      Trust
      Fund in accordance with Section 7.01(b) and (iii) the Latest Possible Maturity
      Date (each, a “Trust Fund Termination Event”); provided,
      however,
      that in
      no event shall the Trust Fund created hereby continue beyond the expiration
      of
      21 years from the death of the last survivor of the descendants of Joseph P.
      Kennedy, the late Ambassador of the United States to the Court of St. James’s,
      living on the date hereof or beyond the Latest Possible Maturity Date. Upon
      the
      occurrence of a Trust Fund Termination Event, each REMIC shall be terminated
      in
      a manner that shall qualify as a “qualified liquidation” under the REMIC
      Provisions.

     

    (b) On
      any
      Distribution Date occurring after the date on which the aggregate Scheduled
      Principal Balance of the Mortgage Loans is less than 10% of the Cut-off Date
      Aggregate Principal Balance (the “Initial Optional Termination Date”), the
      Master Servicer or LTURI holders, as applicable, may, upon written direction
      to
      the Trustee (delivered no later than 30 days prior to the anticipated sale
      date), cause (i) the Trustee to sell (or arrange for the sale of) in
      consultation with the Master Servicer or LTURI holders, as applicable, the
      assets of the Trust Fund and (ii) the Trust Fund to adopt a plan of complete
      liquidation pursuant to Section 7.03(a)(i) hereof to sell all of its property.
      The property of the Trust Fund shall be sold at a price (the “Termination
      Price”) equal to the sum of: (i) 100% of the unpaid principal balance of each
      Mortgage Loan on the day of such purchase plus interest accrued thereon at
      the
      applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date
      in
      the Due Period immediately preceding the related Distribution Date to the date
      of such repurchase, (ii) the fair market value of any REO Property and any
      other
      property held by any REMIC, such fair market value to be determined by an
      appraiser or appraisers appointed by the Master Servicer and reasonably
      acceptable to the Trustee (reduced, in the case of REO Property, by (1)
      reasonably anticipated disposition costs (as determined by the Master Servicer
      plus interest accrued thereon at the applicable Net Mortgage Rate to the date
      of
      purchases) and (2) any amount by which the fair market value as so reduced
      exceeds the outstanding principal balance of the related Mortgage Loan) and
      (iii) any unreimbursed Servicing Advances with respect to each Mortgage Loan.
      The Master Servicer, each Servicer, the Trustee and each Custodian shall be
      reimbursed from the Termination Price for any Mortgage Loan or related REO
      Property for any Advances made or other amounts advanced with respect to the
      Mortgage Loans that are reimbursable to any such entity under this Agreement,
      the applicable Servicing Agreement or the applicable Custodial Agreement,
      together with any accrued and unpaid compensation and any other amounts due
      to
      the Master Servicer or the Trustee hereunder or the Servicers or the
      Custodians.

     

    
      
        
        

      

      
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    (c) On
      any
      Distribution Date occurring on or after the Initial Optional Termination Date,
      the Master Servicer, with the prior written consent of the Seller, which consent
      shall not be unreasonably withheld, has the option to purchase all of the Lower
      Tier REMIC 1 Uncertificated Regular Interests. Upon exercise of such option,
      the
      Lower Tier REMIC 1 Uncertificated Regular Interests shall be sold to the Master
      Servicer at a price (the “Lower Tier REMIC 1 Uncertificated Regular Interests
      Purchase Price”) equal to the sum of (i) 100% of the unpaid principal balance of
      each Mortgage Loan on the day of such purchase plus interest accrued thereon
      at
      the applicable Mortgage Rate with respect to any Mortgage Loan to the Due Date
      in the Due Period immediately preceding the related Distribution Date to the
      date of such repurchase and (ii) the fair market value of any REO Property
      and
      any other property held by any REMIC, such fair market value to be determined
      by
      an independent appraiser or appraisers mutually agreed upon by the Master
      Servicer and the Trustee (reduced, in the case of REO Property, by (1)
      reasonably anticipated disposition costs and (2) any amount by which the fair
      market value as so reduced exceeds the outstanding principal balance of the
      related Mortgage Loan plus interest accrued thereon at the applicable Net
      Mortgage Rate to the date of such purchase). If the Master Servicer elects
      to
      exercise such option, each REMIC created pursuant to this Agreement (other
      than
      REMIC I) shall be terminated in such a manner so that the termination of each
      such REMIC shall qualify as a “qualified liquidation” under the REMIC Provisions
      and the Lower Tier REMIC 1 Uncertificated Regular Interests and the Class LT-R
      Certificates will evidence the entire beneficial interest in the property of
      the
      Trust Fund. Following a purchase of the Lower Tier REMIC 1 Uncertificated
      Regular Interests pursuant to this subsection, the Trust Fund (and REMIC I)
      will
      remain outstanding and final payment on the Certificates (other than the Class
      LT-R Certificates) will be made in accordance with Sections 7.03(a)(iii) and
      5.02. The Trust Fund will terminate upon the occurrence of a Trust Fund
      Termination Event, in accordance with Section 7.01(a).

     

    Section
      7.02. Procedure Upon Termination of Trust Fund. 

     

    (a) Notice
      of
      any Trust Fund Termination Event and notice of the purchase of the Lower Tier
      REMIC 1 Uncertificated Regular Interests, specifying the Distribution Date
      upon
      which the final distribution to the Certificates (other than the Class LT-R
      Certificates, in the case of a purchase of the Lower Tier REMIC 1 Uncertificated
      Regular Interests) shall be made, shall be given promptly by the Trustee by
      first class mail to Certificateholders mailed no later than 5 Business Days
      after the Trustee has received notice from the Master Servicer of its election
      to cause (x) the sale of all of the property of the Trust Fund pursuant to
      Section 7.01(b), (y) the purchase of the Lower Tier REMIC 1 Uncertificated
      Regular Interests pursuant to Section 7.01(c) or (z) upon the final payment
      or
      other liquidation of the last Mortgage Loan or REO Property in the Trust Fund.
      In the case of a Trust Fund Termination Event, the Trustee shall also give
      notice to the Certificate Registrar (if the Trustee and the Certificate
      Registrar are not the same person) at the time notice is given to Holders of
      the
      Certificates.

     

    
      
        
        

      

      
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    In
      the
      case of a Trust Fund Termination Event, such notice shall specify (A) the
      Distribution Date upon which final distribution on the Certificates or Lower
      Tier REMIC 1 Uncertificated Regular Interests of all amounts required to be
      distributed to Certificateholders pursuant to Section 5.02 will be made upon
      presentation and surrender of the Certificates at the Corporate Trust Office,
      and (B) that the Record Date otherwise applicable to such Distribution Date
      is
      not applicable, distribution being made only upon presentation and surrender
      of
      the Certificates at the office or agency of the Trustee therein specified.
      Upon
      any such Trust Fund Termination Event, the duties of the Certificate Registrar
      with respect to the Certificates or Lower Tier REMIC 1 Uncertificated Regular
      Interests shall terminate and the Trustee shall terminate or request the Master
      Servicer to terminate, the Collection Account it maintains, the Certificate
      Account, the Reserve Account and any other account or fund maintained with
      respect to the Certificates or Lower Tier REMIC 1 Uncertificated Regular
      Interests, subject to the Trustee’s obligation hereunder to hold all amounts
      payable to Certificateholders in trust without interest pending such payment.
      

     

    In
      the
      case of a purchase of the Lower Tier REMIC 1 Uncertificated Regular Interests,
      such notice shall specify (A) the Distribution Date upon which final
      distribution on the Certificates (other than the Class LT-R Certificates) of
      all
      amounts required to be distributed to Certificateholders pursuant to Section
      5.02 (other than any distributions to the Class LT-R Certificates in respect
      of
      REMIC I) will be made upon presentation and surrender of the Certificates (other
      than the Class LT-R Certificates) at the Corporate Trust Office of the Trustee,
      and (B) that the Record Date otherwise applicable to such Distribution Date
      is
      not applicable, distribution being made only upon presentation and surrender
      of
      the Certificates (other than the Class LT-R Certificates) at the office or
      agency of the Trustee therein specified. Upon any such purchase of the Lower
      Tier REMIC 1 Uncertificated Regular Interests, the duties of the Certificate
      Registrar with respect to the Certificates other than the Class LT-R Certificate
      shall terminate but the Trustee shall not terminate or request the Master
      Servicer to terminate, the Collection Account it maintains, the Certificate
      Account and any other account or fund maintained with respect to the
      Certificates, subject to the Trustee’s obligation hereunder to hold all amounts
      payable to Certificateholders in trust without interest pending such payment.
      For all Distribution Dates following the Distribution Date on which the Master
      Servicer purchases the Lower Tier REMIC 1 Uncertificated Regular Interests,
      all
      amounts that would be distributed on the Certificates (other than the Class
      LT-R
      Certificate and exclusive of amounts payable from any fund held outside of
      REMIC
      I) absent such purchase shall be payable to the LTURI holder.

     

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

     

    
      
        
        

      

      
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    (c) Any
      reasonable expenses incurred by the Trustee in connection with any Trust Fund
      Termination Event or any purchase of the Lower Tier REMIC I Uncertificated
      Regular Interests shall be reimbursed from proceeds received from the
      liquidation of the Trust Fund.

     

    Section
      7.03. Additional Requirements for any Trust Fund Termination Events or
      Purchase of the Lower Tier REMIC 1 Uncertificated Regular
      Interests. 

     

    (a) Any
      termination of the Trust Fund pursuant to Section 7.01(a) or any termination
      of
      a REMIC pursuant to Section 7.01(c) shall be effected in accordance with the
      following additional requirements, unless the Trustee receives (at the request
      of the party exercising the option to purchase all of the Mortgage Loans or
      Lower Tier REMIC 1 Uncertificated Regular Interests pursuant to Section 7.01(b)
      or Section 7.01(c), respectively) an Opinion of Counsel (at the expense of
      such
      requesting party), addressed to the Trustee to the effect that the failure
      to
      comply with the requirements of this Section 7.03 will not result in an Adverse
      REMIC Event:

     

    (i) Within
      89
      days prior to the time of the making of the final payment on the Certificates
      other than the Class LT-R Certificates, in the case of a purchase of the Lower
      Tier REMIC 1 Uncertificated Regular Interests, upon notification by the Master
      Servicer or an Affiliate of the Seller that it intends to exercise its option
      to
      cause the termination of the Trust Fund or purchase the Lower Tier REMIC 1
      Uncertificated Regular Interests, the Trustee shall adopt a plan of complete
      liquidation on behalf of each REMIC (other than REMIC I, in the case of a
      purchase of the Lower Tier REMIC 1 Uncertificated Regular Interests), meeting
      the requirements of a qualified liquidation under the REMIC Provisions;


     

    (ii) Any
      sale
      of the assets of the Trust Fund or the Lower Tier REMIC 1 Uncertificated Regular
      Interests pursuant to Section 7.02 shall be a sale for cash and shall occur
      at
      or after the time of adoption of such a plan of complete liquidation and prior
      to the time of making of the final payment on the Certificates (other than
      the
      Class LT-R Certificates, in the case of a purchase of the Lower Tier REMIC
      1
      Uncertificated Regular Interests);

     

    (iii) On
      the
      date specified for final payment of the Certificates (other than the Class
      LT-R
      Certificates, in the case of a purchase of the Lower Tier REMIC 1 Uncertificated
      Regular Interests), the Trustee shall make final distributions of principal
      and
      interest on such Certificates in accordance with Section 5.02. In the case
      of a
      Trust Fund Termination Event, and, after payment of, or provision for any
      outstanding expenses, the Trustee shall distribute or credit, or cause to be
      distributed or credited, to the Holders of the Residual Certificates all cash
      on
      hand after such final payment (other than cash retained to meet claims), and
      the
      Trust Fund (and each REMIC) shall terminate at that time; and

     

    
      
        
        

      

      
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    (iv) In
      no
      event may the final payment on the Certificates or the final distribution or
      credit to the Holders of the Residual Certificates in respect of the residual
      interest in any liquidated REMIC be made after the 89th day from the date on
      which the plan of complete liquidation for such REMIC is adopted.

     

    (b) By
      its
      acceptance of a Residual Certificate, each Holder thereof hereby (i) authorizes
      the Trustee to take the action described in paragraph (a) above and (ii) agrees
      to take such other action as may be necessary to facilitate liquidation of
      each
      REMIC created under this Agreement, which authorization shall be binding upon
      all successor Residual Certificateholders.

     

    (c) In
      connection with the termination of the Trust Fund or a Section 7.01(c) Purchase
      Event, the Trustee may request an Opinion of Counsel addressed to the Trustee
      (at the expense of the Depositor) to the effect that all of the requirements
      of
      a qualified liquidation under the REMIC Provisions have been met.

     

    Section
      7.04. Charged-off Loans and Released Mortgage Loans.

     

    Notwithstanding
      anything to the contrary contained in this Agreement, each Charged-off Loan
      that
      becomes a Released Mortgage Loan shall be released from the Trust Fund as soon
      as practicable after becoming a Released Mortgage Loan and shall no longer
      be an
      asset of any REMIC. Each Released Mortgage Loan shall be transferred to the
      Released Mortgage Transferee, without recourse. The Trustee, upon receipt of
      certification from the Master Servicer that a Charged-off Loan has become a
      Released Mortgage Loan, shall execute such instruments of transfer, assignment
      or release, in each case, without recourse, as shall be provided by the Master
      Servicer and necessary to transfer such Released Mortgage Loan (as determined
      by
      the Master Servicer). Thereafter (i) the Released Mortgage Transferee shall
      be
      entitled to any amounts subsequently received in respect of any such Released
      Mortgage Loans, (ii) the Released Mortgage Transferee may designate any Servicer
      to service any such Released Mortgage Loan and (iii) the Released Mortgage
      Transferee may sell any such Released Mortgage Loan to a third party. For
      purposes of compliance with the REMIC Provisions, any such Released Mortgage
      Loan transferred to the Released Mortgage Transferee pursuant to this Section
      7.04 and having any value as of the date of such transfer shall be treated
      as
      having been transferred by the related REMIC as additional compensation for
      services provided to such REMIC.

     

    
      
        
        

      

      
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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 Master Servicer or the operation
      and
      management of the Trust Fund, or the obligations of the parties hereto, nor
      shall anything herein set forth, or contained in the terms of the Certificates,
      be construed so as to constitute the Certificateholders from time to time as
      partners or members of an association, nor shall any Certificateholder be under
      any liability to any third person by reason of any action taken by the parties
      to this Agreement pursuant to any provision hereof.

     

    (b) No
      Certificateholder, solely by virtue of its status as Certificateholder, shall
      have any right by virtue or by availing of any provision of this Agreement
      to
      institute any suit, action or proceeding in equity or at law upon or under
      or
      with respect to this Agreement, unless such Holder previously shall have given
      to the Trustee a written notice of an Event of Default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      evidencing not less than 25% of the Class Principal Amount (or Class Notional
      Amount) of Certificates of each Class shall have made written request upon
      the
      Trustee to institute such action, suit or proceeding in its own name as Trustee
      hereunder and shall have offered to the Trustee such reasonable indemnity as
      it
      may require against the cost, expenses and liabilities to be incurred therein
      or
      thereby, and the Trustee, for sixty days after its receipt of such notice,
      request and offer of indemnity, shall have neglected or refused to institute
      any
      such action, suit or proceeding and no direction inconsistent with such written
      request has been given 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.

     

    
      
        
        

      

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

     

    (c) Every
      Holder or Certificate Owner, if the Holder is a Clearing Agency, by receiving
      and holding a Certificate, agrees with the Depositor, the Master Servicer,
      the
      Certificate Registrar and the Trustee that none of the Depositor, the Master
      Servicer, the Certificate Registrar nor the Trustee shall be held accountable
      by
      reason of the disclosure of any such information as to the names and addresses
      of the Certificateholders hereunder, regardless of the source from which such
      information was derived.

     

    Section
      8.03. Acts of Holders of Certificates. 

     

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

     

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

     

    
      
        
        

      

      
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    (c) The
      ownership of Certificates or Lower Tier REMIC I Uncertificated Regular Interests
      (whether or not such Certificates or Lower Tier REMIC I Uncertificated Regular
      Interests 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 none of the Trustee, the Master Servicer, or
      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 or Lower Tier REMIC I Uncertificated
      Regular Interests shall bind every future Holder of the same Certificate and
      the
      Holder of every Certificate or Lower Tier REMIC I Uncertificated Regular
      Interests 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 or the Master Servicer in reliance thereon, whether
      or
      not notation of such action is made upon such Certificate or Lower Tier REMIC
      I
      Uncertificated Regular Interests.

     

    ARTICLE
      IX


     

    ADMINISTRATION
      AND SERVICING OF MORTGAGE LOANS

    BY
      THE
      MASTER SERVICER

     

    Section
      9.01. Duties of the Master Servicer. 

     

    The
      Certificateholders, by their purchase and acceptance of the Certificates or
      Lower Tier REMIC I Uncertificated Regular Interests, appoint Aurora Loan
      Services LLC, as Master Servicer. For and on behalf of the Depositor, the
      Trustee and the Certificateholders, the Master Servicer shall master service
      the
      Mortgage Loans in accordance with the provisions of this Agreement and the
      provisions of the Servicing Agreements.

     

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

     

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

     

    
      
        
        

      

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

     

    Section
      9.03. Master Servicer’s Financial Statements and Related
      Information. 

     

    For
      each
      year this Agreement is in effect, the Master Servicer shall submit to each
      Rating Agency and the Depositor a copy of the annual audited financial
      statements of its corporate parent on or prior to March 31st of each year
      commencing on March 31, 2009.  Such financial statements shall include
      comparative balance sheets, income statements, statement of changes in
      shareholder’s equity, statements of cash flows, a consolidating schedule showing
      consolidated subsidiaries and any related notes required pursuant to generally
      accepted accounting principles, certified by a nationally recognized firm of
      Independent Accountants to the effect that such financial statements were
      examined and prepared in accordance with generally accepted accounting
      principles applied on a basis consistent with that of the preceding
      year.

     

    Section
      9.04. Power to Act; Procedures. 

     

    (a) The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Article X hereof, and each Servicer shall have full power and authority (to
      the
      extent provided in the applicable Servicing Agreement) to do any and all things
      that it may deem necessary or desirable in connection with the servicing and
      administration of the Mortgage Loans, including but not limited to the power
      and
      authority (i) to execute and deliver, on behalf of the Certificateholders and
      the Trustee, customary consents or waivers and other instruments and documents,
      (ii) to consent to transfers of any 

    
      
        
        

      

      
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    Mortgaged
      Property and assumptions of the Mortgage Notes and related Mortgages, (iii)
      to
      collect any Insurance Proceeds and Liquidation Proceeds, and (iv) to effectuate
      foreclosure or other conversion of the ownership of the Mortgaged Property
      securing any Mortgage Loan, in each case, in accordance with the provisions
      of
      this Agreement and the applicable Servicing Agreement, as applicable;
provided
      that the
      Master Servicer shall not take, or knowingly permit any Servicer to take, any
      action that is inconsistent with or prejudices the interests of the Trust Fund,
      the Trustee or the Certificateholders in any Mortgage Loan or the rights and
      interests of the Depositor, the Trustee and the Certificateholders under this
      Agreement. The Master Servicer further is authorized and empowered by the
      Trustee, on behalf of the Certificateholders and the Trustee, in its own name
      or
      in the name of any Servicer, when the Master Servicer or a Servicer, as the
      case
      may be, believes it is appropriate in its best judgment to register any Mortgage
      Loan with MERS, or cause the removal from the registration of any Mortgage
      Loan
      on the MERS system, to execute and deliver, on behalf of the Trustee and the
      Certificateholders or any of them, any and all instruments of assignment and
      other comparable instruments with respect to such assignment or re-recording
      of
      a Mortgage in the name of MERS, solely as nominee for the Trustee and its
      successors and assigns. The Master Servicer shall represent and protect the
      interests of the Trust Fund in the same manner as it protects its own interests
      in mortgage loans in its own portfolio in any claim, proceeding or litigation
      regarding a Mortgage Loan and shall not make or knowingly permit any Servicer
      to
      make any modification, waiver or amendment of any term of any Mortgage Loan
      that
      would cause any REMIC formed hereby to fail to qualify as a REMIC or result
      in
      the imposition of any tax under Section 860F(a) or Section 860G(d) of the Code.
      Without limiting the generality of the foregoing, the Master Servicer in its
      own
      name or in the name of a Servicer, and each Servicer, to the extent such
      authority is delegated to such Servicer by the Master Servicer under the
      applicable Servicing Agreement, is hereby authorized and empowered by the
      Trustee when the Master Servicer or applicable Servicer, as the case may be,
      believes it appropriate in its best judgment and in accordance with Accepted
      Servicing Practices and the applicable Servicing Agreement, to execute and
      deliver, on behalf of itself and the Certificateholders, the Trustee or any
      of
      them, any and all instruments of satisfaction or cancellation, or of partial
      or
      full release or discharge and all other comparable instruments, with respect
      to
      the Mortgage Loans and with respect to the Mortgaged Properties. The Trustee
      shall execute, upon request, any powers of attorney furnished to it (and
      reasonably acceptable to it) by the Master Servicer empowering the Master
      Servicer or any Servicer to execute and deliver instruments of satisfaction
      or
      cancellation, or of partial or full release or discharge, and to foreclose
      upon
      or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend
      in
      any court action relating to the Mortgage Loans or the Mortgaged Property,
      in
      accordance with the applicable Servicing Agreement and this Agreement, and
      the
      Trustee shall execute and deliver such other documents, as the Master Servicer
      may request, necessary or appropriate to enable the Master Servicer to master
      service the Mortgage Loans and carry out its duties hereunder, and allow each
      Servicer to service the Mortgage Loans in each case in accordance with Accepted
      Servicing Practices (and the Trustee shall have no liability for misuse of
      any
      such powers of attorney by the Master Servicer or any Servicer). If the Master
      Servicer or the Trustee has been advised that it is likely that the laws of
      the
      state in which action is to be taken prohibit such action if taken in the name
      of the Trustee or that the Trustee would be adversely affected under the “doing
      business” or tax laws of such state if such action is taken in its name, then
      upon request of the Trustee, the Master Servicer shall join with the Trustee
      in
      the appointment of a co-trustee pursuant to Section 6.09 hereof. In no event
      shall the Master Servicer, without the Trustee’s written consent: (i) initiate
      any action, suit or proceeding solely under the Trustee’s name without
      indicating the Master Servicer in its applicable, representative capacity,
      so
      long as the jurisdictional and procedural rules will allow for this insertion
      to
      occur, (ii) initiate any action, suit or proceeding not directly relating to
      the
      servicing of a Mortgage Loan (including but not limited to actions, suits or
      proceedings against Certificateholders, or against the Depositor or the Seller
      for breaches of representations and warranties) solely under the Trustee’s name,
      (iii) engage counsel to represent the Trustee in any action, suit or proceeding
      not directly relating to the servicing of a Mortgage Loan (including but not
      limited to actions, suits or proceedings against Certificateholders, or against
      the Depositor or the Seller for breaches of representations and warranties),
      or
      (iv) prepare, execute or deliver any government filings, forms, permits,
      registrations or other documents or take any action with the intent to cause,
      and that actually causes, the Trustee to be registered to do business in any
      state. The Master Servicer shall indemnify and hold harmless the Trustee for
      any
      and all costs, liabilities and expenses incurred by the Trustee in connection
      with the negligent or willful misuse of such powers of attorney by the Master
      Servicer. In the performance of its duties hereunder, the Master Servicer shall
      be an independent contractor and shall not, except in those instances where
      it
      is taking action in the name of the Trustee on behalf of the Trust Fund, be
      deemed to be the agent of the Trustee.

     

    
      
        
        

      

      
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    (b) In
      master
      servicing and administering the Mortgage Loans, the Master Servicer shall employ
      procedures and exercise the same care that it customarily employs and exercises
      in master servicing and administering loans for its own account, giving due
      consideration to Accepted Servicing Practices where such practices do not
      conflict with this Agreement. Consistent with the foregoing, the Master Servicer
      may, and may permit any Servicer to, in its discretion (i) waive any late
      payment charge or any prepayment charge or penalty interest in connection with
      the prepayment of a Mortgage Loan and (ii) extend the due dates for payments
      due
      on a Mortgage Note, provided, however, that the maturity of any Mortgage Loan
      shall not be extended past the latest Final Scheduled Distribution Date. In
      the
      event of any such modification, the Servicer or Master Servicer shall calculate
      the Scheduled Payment for such Mortgage Loan based on the modified terms of
      such
      Mortgage Loan and shall only be required to make Advances pursuant to Section
      5.04 to the extent of such new Scheduled Payment. Notwithstanding
      anything to the contrary in this Agreement, the Master Servicer shall not make
      or knowingly permit any modification, waiver or amendment of any material term
      of any Mortgage Loan unless: (1) such Mortgage Loan is in default or default
      by
      the related Mortgagor is, in the reasonable judgment of the Master Servicer
      or
      the applicable
      Servicer, reasonably foreseeable, (2) in the case of a waiver of a Prepayment
      Penalty Amount (a) if such waiver would maximize recovery of total proceeds
      taking into account the value of such Prepayment Penalty Amount and the related
      Mortgage Loan or (b) if the prepayment is not the result of a refinance by
      a
      Servicer or any of its affiliates (i) the collection of the Prepayment Penalty
      Amount would be in violation of applicable laws or (ii) the collection of such
      Prepayment Penalty Amount would be considered “predatory” pursuant to written
      guidance published or issued by any applicable federal, state or local
      regulatory authority acting in its official capacity and having jurisdiction
      over such matters, and (3) such modification, waiver or amendment would not
      cause an Adverse REMIC Event. Notwithstanding
      anything to the contrary, the Master Servicer shall not without the Trustee’s
      written consent: (i) initiate any action, suit or proceeding solely under the
      Trustee’s name without indicating the Master Servicer’s representative capacity
      or (ii) take any action with the intent to cause, and which actually does cause,
      the Trustee to be registered to do business in any state.

     

    
      
        
        

      

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

     

    (a) Each
      Servicing Agreement requires the applicable Servicer to service the Mortgage
      Loans in accordance with the provisions thereof. References in this Agreement
      to
      actions taken or to be taken by the Master Servicer include such actions taken
      or to be taken by a Servicer pursuant to a Servicing Agreement. Any fees, costs
      and expenses and other amounts payable to such Servicers shall be deducted
      from
      amounts remitted to the Master Servicer by the applicable Servicer (to the
      extent permitted by the applicable Servicing Agreement) and shall not be an
      obligation of the Trust Fund, the Trustee or the Master Servicer.

     

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

     

    (c) The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      shall enforce the obligations of each Servicer under the
      related
      Servicing Agreement, and shall use its reasonable best efforts to enforce the
      obligations of each Servicer under the related
      Servicing
      Agreement and shall, upon its obtaining actual knowledge of the failure of
      a
      Servicer to perform its obligations in accordance with the related
      Servicing
      Agreement, to the extent that the non-performance of any such obligations would
      have a material adverse effect on a Mortgage Loan or the Trust Fund terminate
      the rights and obligations of such Servicer thereunder to the extent and in
      the
      manner permitted by each Servicing Agreement and either act as Servicer of
      the
      related Mortgage Loans or enter into a Servicing Agreement with a successor
      servicer. Such enforcement, including, without limitation, the legal prosecution
      of claims, termination of the Servicing Agreements and the pursuit of other
      appropriate remedies, shall be in such form and carried out to such an extent
      and at such time as the Master Servicer, in its good faith business judgment,
      would require were it the owner of the related Mortgage Loans. The Master
      Servicer shall pay the costs of such enforcement at its own expense, and shall
      be reimbursed therefor initially only (i) from a general recovery resulting
      from
      such enforcement only to the extent, if any, that such recovery exceeds all
      amounts due in respect of the related Mortgage Loans or (ii) from a specific
      recovery of costs, expenses or attorneys’ fees against the party against whom
      such enforcement is directed, and then, to the extent that such amounts are
      insufficient to reimburse the Master Servicer for the costs of such enforcement,
      (iii) from the Collection Account.

     

    
      
        
        

      

      
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    (d) The
      Master Servicer shall be entitled to rely conclusively on any certifications
      or
      other information provided by each Servicer under the terms of each Servicing
      Agreement in its preparation of any certifications, notifications, filings
      or
      reports to be made in accordance with the terms hereof or as may be required
      by
      applicable law or regulation.

     

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

     

    (a) To
      the
      extent provided in the applicable Servicing Agreement, the Master Servicer
      shall
      cause each Servicer to establish and maintain one or more custodial accounts
      at
      a depository institution (which may be a depository institution with which
      the
      Master Servicer or any Servicer establishes accounts in the ordinary course
      of
      its servicing activities), the accounts of which are insured to the maximum
      extent permitted by the FDIC (each, an “Escrow Account”) and shall deposit
      therein any collections of amounts received with respect to amounts due for
      taxes, assessments, water rates, Standard Hazard Insurance Policy premiums
      or
      any comparable items for the account of the Mortgagors. Withdrawals from any
      Escrow Account may be made (to the extent amounts have been escrowed for such
      purpose) only in accordance with the applicable Servicing Agreement. Each
      Servicer shall be entitled to all investment income not required to be paid
      to
      Mortgagors on any Escrow Account maintained by such Servicer. The Master
      Servicer shall make (or cause to be made) to the extent provided in the
      applicable Servicing Agreement advances to the extent necessary in order to
      effect timely payment of taxes, water rates, assessments, Standard Hazard
      Insurance Policy premiums or comparable items in connection with the related
      Mortgage Loan (to the extent that the Mortgagor is required, but fails, to
      pay
      such items), provided
      that it
      has determined that the funds so advanced are recoverable from escrow payments,
      reimbursement pursuant to Section 4.02(v) or otherwise.

     

    (b) Costs
      incurred by the Master Servicer or by Servicers in effecting the timely payment
      of taxes and assessments on the properties subject to the Mortgage Loans may
      be
      added to the amount owing under the related Mortgage Note where the terms of
      the
      Mortgage Note so permit; provided,
      however,
      that
      the addition of any such cost shall not be taken into account for purposes
      of
      calculating the distributions to be made to Certificateholders. Such costs,
      to
      the extent that they are unanticipated, extraordinary costs, and not ordinary
      or
      routine costs shall be recoverable by the Master Servicer pursuant to Section
      4.02(v).

     

    Section
      9.07. Termination of Servicing Agreements; Successor
      Servicers.

     

    (a) The
      Master Servicer shall be entitled to terminate the rights and obligations of
      any
      Servicer under the applicable Servicing Agreement in accordance with the terms
      and conditions of such Servicing Agreement and without any limitation by virtue
      of this Agreement; provided,
      however,
      that in
      the event of termination of any Servicing Agreement by the Master Servicer
      or
      the related Servicer, the Master Servicer shall either act as Servicer of the
      related Mortgage Loans, or enter into a servicing agreement with a successor
      servicer. The parties acknowledge that notwithstanding the preceding sentence,
      there may be a transition period, not to exceed 90 days, in order to effect
      the
      transfer of servicing to a successor servicer.  The Master Servicer shall
      be entitled to be reimbursed from each Servicer (or by the Trust Fund, if such
      Servicer is unable to fulfill its obligations hereunder) for all costs
      associated with the transfer of servicing from the predecessor Servicer,
      including without limitation, any costs or expenses associated with the complete
      transfer of all servicing data and the completion, correction or manipulation
      of
      such servicing data, as may be required by the Master Servicer to correct any
      errors or insufficiencies in the servicing data or otherwise to enable the
      Master Servicer to service the Mortgage Loans properly and
      effectively.

     

    
      
        
        

      

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

     

    Section
      9.08. Master Servicer Liable for Enforcement. 

     

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

     

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

     

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

     

    
      
        
        

      

      
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    Section
      9.10. Assumption of Servicing Agreement by Trustee.

     

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

     

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

     

    Section
      9.11. “Due-on-Sale” Clauses; Assumption Agreements. 

     

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

     

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

     

    
      
        
        

      

      
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    Section
      9.12. Release of Mortgage Files.

     

    (a) Upon
      (i)
      becoming aware of the payment in full of any Mortgage Loan or, (ii) the receipt
      by the applicable Servicer of a notification that payment in full has been
      or
      will be escrowed in a manner customary for such purposes, the Master Servicer
      will, or will cause the applicable Servicer to, promptly notify the Trustee
      (or
      the applicable Custodian) by a certification (which certification shall include
      a statement to the effect that all amounts received or to be received in
      connection with such payment that are required to be deposited in the Collection
      Account maintained by the Master Servicer pursuant to Section 4.01 have been
      or
      will be so deposited) of a Servicing Officer and shall request the Trustee
      or
      the applicable Custodian, to deliver to the applicable Servicer the related
      Mortgage File. In lieu of sending a hard copy certification of a Servicing
      Officer, the Master Servicer may, or may cause a Servicer to, deliver the
      request for release in a mutually agreeable electronic format. To the extent
      that such a request, on its face, originates from a Servicing Officer, no
      signature shall be required. Upon receipt of such certification and request,
      the
      Trustee or the applicable Custodian, shall promptly release the related Mortgage
      File to the applicable Servicer and neither the Trustee nor the applicable
      Custodian shall have any further responsibility with regard to such Mortgage
      File. The Master Servicer is authorized, and each Servicer, to the extent such
      authority is delegated to the Servicer by the Master Servicer under the
      applicable Servicing Agreement, is authorized, to give, as agent for the
      Trustee, as the mortgagee under the Mortgage that secured the Mortgage Loan,
      an
      instrument of satisfaction (or assignment of mortgage without recourse)
      regarding the Mortgaged Property subject to the Mortgage, which instrument
      of
      satisfaction or assignment, as the case may be, shall be delivered to the Person
      or Persons entitled thereto against receipt therefor of such payment, it being
      understood and agreed that no expenses incurred in connection with such
      instrument of satisfaction or assignment, as the case may be, shall be
      chargeable to the Collection Account.

     

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

     

    
      
        
        

      

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

     

    (a) The
      Master Servicer shall transmit, or cause the applicable Servicer to transmit,
      to
      the Trustee such documents and instruments coming into the possession of the
      Master Servicer or such Servicer from time to time as are required by the terms
      hereof to be delivered to the Trustee. Any funds received by the Master Servicer
      or by a Servicer in respect of any Mortgage Loan or which otherwise are
      collected by the Master Servicer or by a Servicer as a Subsequent Recovery,
      Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan
      shall
      be held for the benefit of the Trustee and the Certificateholders subject to
      the
      Master Servicer’s right to retain or withdraw from the Collection Account the
      Master Servicing Fee and other amounts provided in this Agreement, and to the
      right of each Servicer to retain its Servicing Fee and other amounts as provided
      in the applicable Servicing Agreement. The Master Servicer shall, and shall
      (to
      the extent provided in the applicable Servicing Agreement) cause a Servicer
      to,
      provide access to information and documentation regarding the Mortgage Loans
      (i)
      to the Trustee, its agents and accountants at any time upon reasonable request
      and during normal business hours, and (ii) to Certificateholders that are
      savings and loan associations, banks or insurance companies, the Office of
      Thrift Supervision, the FDIC and the supervisory agents and examiners of such
      Office and Corporation or examiners of any other federal or state banking or
      insurance regulatory authority if, in each case to the extent so required by
      applicable regulations of the Office of Thrift Supervision or such other
      regulatory authority, such access to be afforded without charge but only upon
      reasonable request in writing and during normal business hours at the offices
      of
      the Master Servicer designated by it. In fulfilling such a request the Master
      Servicer shall not be responsible for determining the sufficiency of such
      information.

     

    (b) All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer, or any Servicer, in respect of any Mortgage Loans, whether
      from
      the collection of principal and interest payments or from a Subsequent Recovery,
      Liquidation Proceeds or Insurance Proceeds, shall be held by the Master
      Servicer, or by such Servicer, for and on behalf of the Trustee and the
      Certificateholders and shall be and remain the sole and exclusive property
      of
      the Trustee; provided,
      however,
      that
      the Master Servicer and each Servicer shall be entitled to setoff against,
      and
      deduct from, any such funds any amounts that are properly due and payable to
      the
      Master Servicer or such Servicer under this Agreement or the applicable
      Servicing Agreement and shall be authorized to remit such funds to the Trustee
      in accordance with this Agreement.

     

    
      
        
        

      

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

     

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

     

    Section
      9.14. Representations and Warranties of the Master Servicer. 

     

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

     

    (i) it
      is
      validly existing and in good standing under the jurisdiction of its formation,
      and as Master Servicer has full power and authority to transact any and all
      business contemplated by this Agreement and to execute, deliver and comply
      with
      its obligations under the terms of this Agreement, the execution, delivery
      and
      performance of which have been duly authorized by all necessary corporate action
      on the part of the Master Servicer;

     

    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

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

     

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

     

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

     

    (c) It
      is
      understood and agreed that the representations and warranties of the Depositor
      set forth in Sections 2.03(a)(i) through (vi) shall survive the execution and
      delivery of this Agreement. The Depositor shall indemnify the Master Servicer
      and hold it harmless against any loss, damages, penalties, fines, forfeitures,
      legal fees and related costs, judgments, and other costs and expenses resulting
      from any claim, demand, defense or assertion based on or grounded upon, or
      resulting from, a breach of the Depositor’s representations and warranties
      contained in 2.03(a)(i) through (vi) hereof. It is understood and agreed that
      the enforcement of the obligation of the Depositor set forth in this Section
      to
      indemnify the Master Servicer as provided in this Section constitutes the sole
      remedy of the Master Servicer respecting a breach by the Depositor of the
      representations and warranties in 2.03(a)(i) through (vi) hereof.

     

    Any
      cause
      of action against the Master Servicer relating to or arising out of the breach
      of any representations and warranties made in this Section shall accrue upon
      discovery of such breach by either the Depositor, the Master Servicer or the
      Trustee or notice thereof by any one of such parties to the other
      parties.

     

    Section
      9.15. Closing Certificate and Opinion. 

     

    On
      or
      before the Closing Date, the Master Servicer shall cause to be delivered to
      the
      Depositor, the Trustee and Lehman Brothers Inc. an Opinion of Counsel, dated
      the
      Closing Date, in form and substance reasonably satisfactory to the Depositor
      and
      Lehman Brothers Inc., as to the due authorization, execution and delivery of
      this Agreement by the Master Servicer and the enforceability thereof.


     

    
      
        
        

      

      
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    Section
      9.16. Standard Hazard and Flood Insurance Policies. 

     

    For
      each
      Mortgage Loan (other than a Cooperative Loan), the Master Servicer shall
      maintain, or cause to be maintained by each Servicer, standard fire and casualty
      insurance and, where applicable, flood insurance, all in accordance with the
      provisions of this Agreement and the related Servicing Agreement, as applicable.
      It is understood and agreed that such insurance shall be with insurers meeting
      the eligibility requirements set forth in the applicable Servicing Agreement
      and
      that no earthquake or other additional insurance is to be required of any
      Mortgagor or to be maintained on property acquired in respect of a defaulted
      loan, other than pursuant to such applicable laws and regulations as shall
      at
      any time be in force and as shall require such additional
      insurance.

     

    Pursuant
      to Section 4.01, any amounts collected by the Master Servicer, or by any
      Servicer, under any insurance policies maintained pursuant to this Section
      9.16
      (other than amounts to be applied to the restoration or repair of the property
      subject to the related Mortgage or released to the Mortgagor in accordance
      with
      the Master Servicer’s or a Servicer’s normal servicing procedures and Accepted
      Servicing Practices) shall be deposited into the Collection Account, subject
      to
      withdrawal pursuant to Section 4.02. Any cost incurred by the Master Servicer
      or
      any Servicer in maintaining any such insurance if the Mortgagor defaults in
      its
      obligation to do so shall be added to the amount owing under the Mortgage Loan
      where the terms of the Mortgage Loan so permit; provided,
      however,
      that
      the addition of any such cost shall not be taken into account for purposes
      of
      calculating the distributions to be made to Certificateholders and shall be
      recoverable by the Master Servicer or such Servicer pursuant to Section
      4.02(v).

     

    Section
      9.17. Presentment of Claims and Collection of Proceeds. 

     

    The
      Master Servicer shall, or shall cause each Servicer (to the extent provided
      in
      the applicable Servicing Agreement) to, prepare and present on behalf of the
      Trustee and the Certificateholders all claims under the Insurance Policies
      with
      respect to the Mortgage Loans, and take such actions (including the negotiation,
      settlement, compromise or enforcement of the insured’s claim) as shall be
      necessary to realize recovery under such policies. Any proceeds disbursed to
      the
      Master Servicer (or disbursed to a Servicer and remitted to the Master Servicer)
      in respect of such policies or bonds shall be promptly deposited in the
      Collection Account upon receipt, except that any amounts realized that are
      to be
      applied to the repair or restoration of the related Mortgaged Property or
      released to the Mortgagor in accordance with the Master Servicer’s or a
      Servicer’s normal servicing procedures need not be so deposited (or
      remitted).

     

    Section
      9.18. Maintenance of the Primary Mortgage Insurance Policies. 

     

    (a) The
      Master Servicer shall not take, or knowingly permit any Servicer (consistent
      with the applicable Servicing Agreement) to take, any action that would result
      in non-coverage under any applicable Primary Mortgage Insurance Policy of any
      loss which, but for the actions of such Master Servicer or Servicer, would
      have
      been covered thereunder. To the extent that coverage is available, the Master
      Servicer shall use its best reasonable efforts to keep in force and effect,
      or
      to cause each Servicer to keep in force and effect (to the extent that the
      Mortgage Loan requires the Mortgagor to maintain such insurance), primary
      mortgage insurance applicable to each Mortgage Loan in accordance with the
      provisions of this Agreement and the related Servicing Agreement, as applicable.
      The Master Servicer shall not, and shall not permit any Servicer to, cancel
      or
      refuse to renew any such Primary Mortgage Insurance Policy that is in effect
      at
      the date of the initial issuance of the Certificates and is required to be
      kept
      in force hereunder except as required by applicable law or in accordance with
      the provisions of this Agreement and the related Servicing Agreement, as
      applicable.

     

    
      
        
        

      

      
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    (b) The
      Master Servicer agrees to present, or to cause each Servicer to present, on
      behalf of the Trustee and the Certificateholders, claims to the insurer under
      any Primary Mortgage Insurance Policies and, in this regard, to take such
      reasonable action as shall be necessary to permit recovery under any Primary
      Mortgage Insurance Policies respecting defaulted Mortgage Loans. Pursuant to
      Section 4.01, any amounts collected by the Master Servicer or any Servicer
      under
      any Primary Mortgage Insurance Policies shall be deposited in the Collection
      Account, subject to withdrawal pursuant to Section 4.02.

     

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

     

    The
      Trustee (or the applicable Custodian pursuant to the Custodial Agreement),
      shall
      retain possession and custody of the originals of the Primary Mortgage Insurance
      Policies or certificate of insurance if applicable and any certificates of
      renewal as to the foregoing as may be issued from time to time as contemplated
      by this Agreement. Until all amounts distributable in respect of the
      Certificates have been distributed in full and the Master Servicer otherwise
      has
      fulfilled its obligations under this Agreement, the Trustee (or any Custodian,
      as directed by the Trustee) shall also retain possession and custody of each
      Mortgage File in accordance with and subject to the terms and conditions of
      this
      Agreement. The Master Servicer shall promptly deliver or cause to be delivered
      to the Trustee (or the applicable Custodian pursuant to the Custodial
      Agreement), upon the execution or receipt thereof the originals of the Primary
      Mortgage Insurance Policies and any certificates of renewal thereof, and such
      other documents or instruments that constitute portions of the Mortgage File
      that come into the possession of the Master Servicer from time to
      time.

     

    Section
      9.20. Realization Upon Defaulted Mortgage Loans. 

     

    The
      Master Servicer shall use its reasonable best efforts to, or to cause a Servicer
      to, foreclose upon, repossess or otherwise comparably convert the ownership
      of
      Mortgaged Properties securing such of the Mortgage Loans as come into and
      continue in default and as to which no satisfactory arrangements can be made
      for
      collection of delinquent payments, all in accordance with the applicable
      Servicing Agreement. Alternatively, the Master Servicer may take, or authorize
      any Servicer to take, other actions in respect of a defaulted Mortgage Loan,
      which may include (i) accepting a short sale (a payoff of the Mortgage Loan
      for
      an amount less than the total amount contractually owed in order to facilitate
      a
      sale of the Mortgaged Property by the Mortgagor) or permitting a short
      refinancing (a payoff of the Mortgage Loan for an amount less than the total
      amount contractually owed in order to facilitate refinancing transactions by
      the
      Mortgagor not involving a sale of the Mortgaged Property), (ii) arranging for
      a
      repayment plan or (iii) agreeing to a modification in accordance with Section
      9.04. In connection with such foreclosure or other conversion or action, the
      Master Servicer shall, consistent with Section 9.18, follow such practices
      and
      procedures as it shall reasonably determine to be in the best interests of
      the
      Trust Fund and the Certificateholders and which shall be consistent with its
      customary practices in performing its general mortgage servicing activities;
      provided that the Master Servicer shall not be liable in any respect hereunder
      if the Master Servicer is acting in connection with any such foreclosure or
      other conversion or action in a manner that is consistent with the provisions
      of
      this Agreement. Neither the Master Servicer, nor any Servicer, shall be required
      to expend its own funds or incur other reimbursable charges in connection with
      any foreclosure, or attempted foreclosure which is not completed, or toward
      the
      correction of any default on a related senior mortgage loan, or towards the
      restoration of any property unless it shall determine (i) that such restoration
      and/or foreclosure will increase the proceeds of liquidation of the Mortgage
      Loan to the Certificateholders after reimbursement to itself for such expenses
      or charges and (ii) that such expenses and charges will be recoverable to it
      through Liquidation Proceeds or Insurance Proceeds (as provided in Section
      4.02).

     

    
      
        
        

      

      
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    Section
      9.21. Compensation to the Master Servicer. 

     

    The
      Master Servicer shall be entitled to withdraw from the Collection Account,
      the
      Master Servicing Fee and any other amount pursuant to Section 4.02(vi).
      Servicing compensation in the form of assumption fees, if any, late payment
      charges, as collected, if any, or otherwise shall be retained by the Master
      Servicer (or the applicable Servicer) and shall not be deposited in the
      Collection Account. If the Master Servicer does not retain or withdraw the
      Master Servicing Fee from the Collection Account as provided herein, the Master
      Servicer shall be entitled to direct the Trustee to pay the Master Servicing
      Fee
      to such Master Servicer by withdrawal from the Certificate Account. The Master
      Servicer shall be required to pay all expenses incurred by it in connection
      with
      its activities hereunder and shall not be entitled to reimbursement therefor
      except as provided in this Agreement. Pursuant to Section 4.01(e), all income
      and gain realized from any investment of funds in the Collection Account shall
      be for the benefit of the Master Servicer as additional compensation. The
      provisions of this Section 9.21 are subject to the provisions of Section
      6.14(b).

     

    Section
      9.22. REO Property. 

     

    (a) In
      the
      event the Trust Fund acquires ownership of any REO Property in respect of any
      Mortgage Loan, the deed or certificate of sale shall be issued to the Trustee,
      or to its nominee (or the applicable Servicer if such Servicer acknowledges
      in
      writing that such deed or certificate of sale is held by such Servicer as
      nominee of the Trustee), on behalf of the Certificateholders. The Master
      Servicer shall use its reasonable best efforts to sell, or, to the extent
      provided in the applicable Servicing Agreement, cause the applicable Servicer
      to
      sell, any REO Property as expeditiously as possible and in accordance with
      the
      provisions of this Agreement and the related Servicing Agreement, as applicable,
      but in all events within the time period, and subject to the conditions set
      forth in Article X hereof. Pursuant to its efforts to sell such REO Property,
      the Master Servicer shall protect and conserve, or cause the applicable Servicer
      to protect and conserve, such REO Property in the manner and to such extent
      required by the applicable Servicing Agreement, subject to Article X
      hereof.

     

    
      
        
        

      

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

     

    (c) The
      Master Servicer and the applicable Servicer, upon the final disposition of
      any
      REO Property, shall be entitled to reimbursement for any related unreimbursed
      Advances as well as any unpaid Master Servicing Fees or Servicing Fees from
      Liquidation Proceeds received in connection with the final disposition of such
      REO Property; provided,
      that
      (without limitation of any other right of reimbursement that the Master Servicer
      or any Servicer shall have hereunder) any such unreimbursed Advances as well
      as
      any unpaid Master Servicing Fees or Servicing Fees may be reimbursed or paid,
      as
      the case may be, prior to final disposition, out of any net rental income or
      other net amounts derived from such REO Property.

     

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

     

    Section
      9.23. Notices to the Depositor and the Trustee 

     

    (a) The
      Master Servicer shall promptly notify the Trustee, the Sponsor and the Depositor
      (i) of any legal proceedings pending against the Master Servicer of the type
      described in Item 1117 (§ 229.1117) of Regulation AB and (ii) if the Master
      Servicer shall become (but only to the extent not previously disclosed) at
      any
      time an affiliate of any of the parties listed on Exhibit I to this Agreement.
      On or before March 1st
      of each
      year, the Depositor shall distribute the information in Exhibit I to the Master
      Servicer.

     

    (b) Not
      later
      than three Business Days prior to the Distribution Date of each month, the
      Master Servicer shall provide to the Trustee, the Sponsor and the Depositor
      notice of the occurrence of any material modifications, extensions or waivers
      of
      terms, fees, penalties or payments relating to the Mortgage Loans during the
      related Due Period or that have cumulatively become material over time (Item
      1121(a)(11) of Regulation AB) along with all information, data, and materials
      related thereto as may be required to be included in the related Distribution
      Report on Form 10-D. The parties to this Agreement acknowledge that the
      performance by the Master Servicer of its duties under this Section 9.23(b)
      related to the timely preparation and delivery of such information is contingent
      upon each applicable Servicer strictly observing all requirements and deadlines
      in the performance of their duties under their related Servicing Agreements.
      The
      Master Servicer shall have no liability for any loss, expense, damage or claim
      arising out of or with respect to any failure to properly prepare and/or timely
      deliver all such information where such failure results from the Master
      Servicer’s inability or failure to obtain or receive, on a timely basis, any
      information from any Servicer needed to prepare or deliver such information,
      which failure does not result from the Master Servicer’s own negligence, bad
      faith or willful misconduct.

     

    
      
        
        

      

      
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    Section
      9.24. Reports to the Trustee. 

     

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

     

    (b) Not
      later
      than two Business Days following each Distribution Date, the Master Servicer
      shall deliver to the Person designated by the Depositor, in a format consistent
      with other electronic loan level reporting supplied by the Master Servicer
      in
      connection with similar transactions, “loan level” information with respect to
      the Mortgage Loans as of the related Determination Date (including information
      on any Net Prepayment Interest Shortfalls), to the extent that such information
      has been provided to the Master Servicer by the Servicers or by the
      Depositor.

     

    (c) All
      information, reports and statements prepared by the Master Servicer under this
      Agreement shall be based on information supplied to the Master Servicer by
      the
      Servicers without independent verification thereof and the Master Servicer
      shall
      be entitled to rely on such information.

     

    Section
      9.25. Assessment of Compliance and Attestation Reports. 

     

    (a) Assessment
      of Compliance

     

    (i) By
      March
      15 of each year, commencing in March 2009, the Master Servicer, 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, the Master
      Servicer 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 6.20(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.

     

    
      
        
        

      

      
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    (ii) When
      the
      Master Servicer, 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 9.25) 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.

     

    (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 Q and on any similar
      exhibit set forth in each Servicing Agreement in respect of each Servicer,
      and
      each Custodial Agreement in respect of each Custodian, 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
      Q
      and on any similar exhibit set forth in the Servicing Agreement and Custodial
      Agreement 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 Master Servicer, 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 Master Servicer, 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, the Master Servicer 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.

     

    
      
        
        

      

      
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    (ii) Promptly
      after receipt of such report from the Master Servicer, 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 9.25 is coupled with an attestation meeting the requirements of
      this Section and notify the Depositor of any exceptions.

     

    (c) The
      Trustee’s, Paying Agent’s and the Master Servicer’s obligation to provide
      assessments of compliance and attestations under this Section 9.25 shall
      terminate upon the filing of a Form 15 suspension notice on behalf of the Trust
      Fund. Notwithstanding the foregoing after the occurrence of such event and
      provided the Depositor is not otherwise provided with such reports or copies
      of
      such reports, the Trustee and Paying Agent shall be obligated to provide a
      copy
      of such reports by March 15 of each year to the Depositor.

     

    Section
      9.26. Annual Statement of Compliance with Applicable Servicing
      Criteria. 

     

    (a) The
      Master Servicer shall deliver (and the Master Servicer shall cause any
      Additional Servicer engaged by it to deliver) to the Sponsor, the Depositor
      and
      the Trustee on or before March 15 of each year, commencing in March 2009, an
      Officer’s Certificate stating, as to the signer thereof, that (A) a review of
      such party’s activities during the preceding calendar year or portion thereof
      and of such party’s performance under this Agreement, or such other applicable
      agreement in the case of an Additional Servicer, has been made under such
      officer’s supervision and (B) to the best of such officer’s knowledge, based on
      such review, such party has fulfilled all its obligations under this Agreement,
      or such other applicable agreement in the case of an Additional Servicer, in
      all
      material respects throughout such year or portion thereof, or, if there has
      been
      a failure to fulfill any such obligation in any material respect, specifying
      each such failure known to such officer and the nature and status
      thereof.

     

    Copies
      of
      such statements shall be provided to any Certificateholder upon request, by
      the
      Master Servicer or by the Trustee at the Master Servicer’s expense if the Master
      Servicer failed to provide such copies (unless (i) the Master Servicer shall
      have failed to provide the Trustee with such statement or (ii) the Trustee
      shall
      be unaware of the Master Servicer’s failure to provide such
      statement).

     

    (b) The
      Master Servicer shall give prompt written notice to the Trustee, the Sponsor
      and
      the Depositor of the appointment of any Subcontractor by it and a written
      description (in form and substance satisfactory to the Trustee, the Sponsor
      and
      the Depositor) of the role and function of each Subcontractor utilized by the
      Master Servicer, 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 Master Servicer does not elect to take responsibility for assessing
      compliance with the Servicing Criteria in accordance with Regulation AB
      Telephone Interpretation 17.06.

     

    
      
        
        

      

      
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    Section
      9.27. Merger or Consolidation. 

     

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

     

    Section
      9.28. Resignation of Master Servicer. 

     

    Except
      as
      otherwise provided in Sections 9.27 and 9.29 hereof, the Master Servicer shall
      not resign from the obligations and duties hereby imposed on it unless it
      determines that the Master Servicer’s duties hereunder are no longer permissible
      under applicable law or are in material conflict by reason of applicable law
      with any other activities carried on by it and cannot be cured. Any such
      determination permitting the resignation of the Master Servicer shall be
      evidenced by an Opinion of Counsel that shall be Independent to such effect
      delivered to the Trustee. No such resignation shall become effective until
      the
      Trustee shall have assumed, or a successor master servicer acceptable to the
      Trustee shall have been appointed by the Trustee and until such successor shall
      have assumed, the Master Servicer’s responsibilities and obligations under this
      Agreement. Notice of such resignation shall be given promptly by the Master
      Servicer and the Depositor to the Trustee.

     

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

     

    Except
      as
      expressly provided herein, the Master Servicer shall not assign or transfer
      any
      of its rights, benefits or privileges hereunder to any other Person, or delegate
      to or subcontract with, or authorize or appoint any Subservicer, Subcontractor
      or any other Person to perform any of the duties, covenants or obligations
      to be
      performed by the Master Servicer hereunder; provided,
      however,
      that
      the Master Servicer shall have the right without the prior written consent
      of
      the Trustee, the Depositor or the Rating Agencies to delegate or assign to
      or
      subcontract with or authorize or appoint an Affiliate of the Master Servicer
      to
      perform and carry out any duties, covenants or obligations to be performed
      and
      carried out by the Master Servicer hereunder. In no case, however, shall any
      such delegation, subcontracting or assignment to an Affiliate of the Master
      Servicer relieve the Master Servicer of any liability hereunder. Notice of
      such
      permitted assignment shall be given promptly by the Master Servicer to the
      Depositor and the Trustee. If, pursuant to any provision hereof, the duties
      of
      the Master Servicer are transferred to a successor master servicer, the entire
      amount of the Master Servicing Fees and other compensation payable to the Master
      Servicer pursuant hereto, including amounts payable to or permitted to be
      retained or withdrawn by the Master Servicer pursuant to Section 9.21 hereof,
      shall thereafter be payable to such successor master servicer.

     

    
      
        
        

      

      
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    The
      Master Servicer shall not permit a Subservicer to perform any master servicing
      responsibilities hereunder with respect to the Mortgage Loans unless that
      Subservicer first agrees in writing with such Master Servicer to deliver an
      assessment of compliance and an accountant’s attestation in such manner and at
      such times in compliance with Sections 9.25(a)(ii) and (b)(ii) of this
      Agreement.

     

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

     

    (a) The
      Master Servicer undertakes to perform such duties and only such duties as are
      specifically set forth in this Agreement. 

     

    (b) No
      provision of this Agreement shall be construed to relieve the Master Servicer
      from liability for its own negligent action, its own negligent failure to act
      or
      its own willful misconduct; provided,
      however,
      that
      the
duties
      and obligations of the Master Servicer shall be determined solely by the express
      provisions of this Agreement, the Master Servicer shall not be liable except
      for
      the performance of such duties and obligations as are specifically set forth
      in
      this Agreement; no implied covenants or obligations shall be read into this
      Agreement against the Master Servicer and, in absence of bad faith on the part
      of the Master Servicer, the Master Servicer may conclusively rely, as to the
      truth of the statements and the correctness of the opinions expressed therein,
      upon any certificates or opinions furnished to the Master Servicer and
      conforming to the requirements of this Agreement.

     

    (c) None
      of
      the Master Servicer, 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 Master Servicer, 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 Master Servicer, 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 Master Servicer,
      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.
      The Master Servicer shall be under no obligation to appear in, prosecute or
      defend any legal action that is not incidental to its duties to master service
      the Mortgage Loans in accordance with this Agreement and that in its opinion
      may
      involve it in any expenses or liability; provided,
      however,
      that the
      Master Servicer may in its sole discretion undertake any such action that it
      may
      deem necessary or desirable in respect to this Agreement and the rights and
      duties of the parties hereto and the interests of the Certificateholders
      hereunder. In such event, the legal expenses and costs of such action and any
      liability resulting therefrom shall be expenses, costs and liabilities of the
      Trust Fund and the Master Servicer shall be entitled to be reimbursed therefor
      out of the Collection Account it maintains as provided by Section
      4.02.

     

    
      
        
        

      

      
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    Section
      9.31. Indemnification; Third-Party Claims. 

     

    The
      Master Servicer agrees to indemnify the Depositor, the Sponsor and the Trustee,
      and their respective officers, directors, agents and affiliates, and hold each
      of them harmless against any and all claims, losses, penalties, fines,
      forfeitures, reasonable legal fees and related costs, judgments, and any other
      costs, liability, fees and expenses that the Depositor, the Sponsor or the
      Trustee may sustain as a result of (a) any material breach by the Master
      Servicer of any if its obligations hereunder, including particularly its
      obligations to provide any reports under Section 9.25(a), Section 9.25(b),
      Section 9.26 or any information, data or materials required to be included
      in
      any Exchange Act report, (b) any material misstatement or omission in any
      information, data or materials provided by the Master Servicer, or (c) the
      negligence, bad faith or willful misconduct of the Master Servicer in connection
      with its performance hereunder, provided,
      however,
      that in
      no event shall the Master Servicer be liable for any special, consequential,
      indirect or punitive damages pursuant to this Section 9.31, even if advised
      of
      the possibility of such damages. The Depositor, the Sponsor and the Trustee
      shall immediately notify the Master Servicer if a claim is made by a third
      party
      with respect to this Agreement or the Mortgage Loans entitling the Depositor,
      the Sponsor or the Trustee to indemnification hereunder, whereupon the Master
      Servicer shall assume the defense of any such claim and pay all expenses in
      connection therewith, including counsel fees, and promptly pay, discharge and
      satisfy any judgment or decree which may be entered against it or them in
      respect of such claim. Notwithstanding anything to the contrary contained
      herein, the Master Servicer shall not settle any claim involving any of the
      other parties hereto without such party’s prior written consent unless such
      settlement involves a complete and absolute release of such party from any
      and
      all liability in connection with such claim. This indemnification shall survive
      the termination of this Agreement or the termination of the Master Servicer
      as a
      party to this Agreement.

     

    Section
      9.32. Special Servicing of Delinquent Mortgage Loans. 

     

    If
      permitted under the terms of a Servicing Agreement, the Seller may appoint,
      pursuant to the terms of such Servicing Agreement and with the written consent
      of the Depositor, the Master Servicer and the Trustee, a special Servicer (the
      “Special Servicer”) to special service any Distressed Mortgage Loans. Any
      applicable termination fee related to the termination of a Servicer and the
      appointment of any Special Servicer shall be paid by the Mortgage Loan Seller
      from its own funds, without right of reimbursement from the Trust Fund. Any
      fees
      paid to any such Special Servicer shall not exceed the Servicing Fee
      Rate.

     

    
      
        
        

      

      
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    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 each of the REMICs.
      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
      elections, each of the Interests in REMIC I, other than the Class LT-R
      Certificate, is hereby designated as a regular interest in REMIC I; each of
      the
      interests in REMIC II, other than the Class R-2 Interest, is hereby designated
      as a regular interest in REMIC II; and each Underlying REMIC Certificate and
      each Certificate (other than the Exchange Certificates and the Exchangeable
      Certificates, and the Class P, Class LT-R and Class R Certificates) are hereby
      designated as regular interests in REMIC III. In addition, the Class R-2
      Interest is hereby designated as the sole residual interest in REMIC II and
      the
      Class R Certificate evidences ownership of the Class R-2 Interest, and is also
      hereby designated as the sole residual interest in REMIC III.

     

    (b) The
      Closing Date is hereby designated as the “Startup Day” of each REMIC within the
      meaning of section 86OG(a)(9) of the Code. The latest possible maturity date
      for
      purposes of Treasury Regulation 1.86OG-1(a)(4) will be the Latest Possible
      Maturity Date.

     

    (c) The
      Trustee shall pay any and all tax related expenses (not including taxes) of
      each
      REMIC, including but not limited to any professional fees or expenses related
      to
      audits or any administrative or judicial proceedings with respect to such REMIC
      that involve the Internal Revenue Service or state tax authorities, but only
      to
      the extent that (i) such expenses are ordinary or routine expenses, including
      expenses of a routine audit but not expenses of litigation (except as described
      in (ii)); or (ii) such expenses or liabilities (including taxes and penalties)
      are attributable to the negligence or willful misconduct of the Trustee in
      fulfilling its duties hereunder (including its duties as tax return preparer).
      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 6.20 and this Section 10.01.

     

    (d) 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.

     

    
      
        
        

      

      
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    (e) 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.

     

    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 (e), the Trustee shall be entitled
      to
      receive reasonable compensation from the Trust Fund for the performance of
      its
      duties under this subsection (e); provided,
      however,
      that
      such compensation shall not exceed $5,000 per year.

     

    (f) The
      Trustee, the Master Servicer 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, the Master
      Servicer 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 and the Master Servicer have
      received an Opinion of Counsel (at the expense of the party seeking to take
      such
      action) to the effect that the contemplated action will not endanger such status
      or result in the imposition of such a tax. In addition, prior to taking any
      action with respect to any 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
      and
      the Master Servicer, or their respective designees, in writing, with respect
      to
      whether such action could cause an Adverse REMIC Event to occur with respect
      to
      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 or the Master Servicer has advised
      it in writing that an Adverse REMIC Event could occur.

     

    
      
        
        

      

      
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    (g) Each
      Holder of a Residual Certificate shall pay when due any and all taxes imposed
      on
      the related REMIC by federal or state governmental authorities. To the extent
      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.

     

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

     

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

     

    (j) Neither
      the Trustee nor the Master Servicer shall enter into any arrangement by which
      any REMIC will receive a fee or other compensation for services.

     

    (k) 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. 

     

    None
      of
      the Depositor, the Master Servicer or the Trustee shall sell, dispose of, or
      substitute for any of the Mortgage Loans, except in a disposition pursuant
      to
      (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
      (iii) the termination of each REMIC pursuant to Article VII of this Agreement,
      (iv) a substitution pursuant to Article II of this Agreement or (v) a repurchase
      of Mortgage Loans pursuant to Article II of this Agreement, nor acquire any
      assets for any REMIC, nor sell or dispose of any investments in the Certificate
      Account for gain, nor accept any contributions to any REMIC after the Closing
      Date, unless it has received an Opinion of Counsel (at the expense of the party
      causing such sale, disposition, or substitution) that such disposition,
      acquisition, substitution, or acceptance will not (a) affect adversely the
      status of such REMIC as a REMIC or of the Certificates, other than the Residual
      and Class P Certificates, as the regular interests therein, (b) affect the
      distribution of interest or principal on the Certificates, (c) result in the
      encumbrance of the assets transferred or assigned to the Trust Fund (except
      pursuant to the provisions of this Agreement) or (d) cause such REMIC to be
      subject to a tax on prohibited transactions or prohibited contributions pursuant
      to the REMIC Provisions.

     

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

     

    In
      the
      event that a REMIC fails to qualify as a REMIC, loses its status as a REMIC,
      or
      incurs federal, state or local taxes as a result of a prohibited transaction
      or
      prohibited contribution under the REMIC Provisions due to the negligent
      performance by the Trustee 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 Master Servicer, a Servicer, 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).

     

    
      
        
        

      

      
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    Section
      10.04. REO Property. 

     

    (a) Notwithstanding
      any other provision of this Agreement, the Master Servicer, acting on behalf
      of
      the Trust Fund hereunder, shall not (except to the extent provided in the
      applicable Servicing Agreement) permit any Servicer to, rent, lease, or
      otherwise earn income on behalf of any REMIC with respect to any REO Property
      which might cause such REO Property to fail to qualify as “foreclosure” property
      within the meaning of section 860G(a)(8) of the Code or result in the receipt
      by
      any REMIC of any “income from non-permitted assets” within the meaning of
      section 860F(a)(2) of the Code or any “net income from foreclosure property”
which is subject to tax under the REMIC Provisions unless the Master Servicer
      has advised, or has caused the applicable Servicer to advise, the Trustee in
      writing to the effect that, under the REMIC Provisions, such action would not
      adversely affect the status of any REMIC as a REMIC and any income generated
      for
      any REMIC by the REO Property would not result in the imposition of a tax upon
      such REMIC.

     

    (b) The
      Master Servicer shall make, or shall cause the applicable Servicer to make,
      reasonable efforts to sell any REO Property for its fair market value. In any
      event, however, the Master Servicer shall, or shall cause the applicable
      Servicer to, dispose of any REO Property within three years from the end of
      the
      calendar year of its acquisition by the Trust Fund unless the Master Servicer
      has received a grant of extension from the Internal Revenue Service to the
      effect that, under the REMIC Provisions and any relevant proposed legislation
      and under applicable state law, the REMIC may hold REO Property for a longer
      period without adversely affecting the REMIC status of such REMIC or causing
      the
      imposition of a Federal or state tax upon such REMIC. If such an extension
      has
      been received, then (a) the Master Servicer shall provide a copy of such
      extension to the Trustee and (b) the Master Servicer, acting on behalf of the
      Trust Fund, shall, or shall cause the applicable Servicer to, continue to
      attempt to sell the REO Property for its fair market value for such period
      longer than three years as such extension permits (the “Extended Period”). If
      the Master Servicer has not received such an extension, or the Master Servicer
      is acting on behalf of the Trust Fund hereunder, or the applicable Servicer
      is
      unable to sell the REO Property within 33 months after its acquisition by the
      Trust Fund or if an extension has been received and the Master Servicer acting
      on behalf of the Trust Fund hereunder, is unable to sell the REO Property within
      the period ending three months before the close of the Extended Period, the
      Master Servicer shall, or shall cause the applicable Servicer to, before the
      end
      of the three year period or the Extended Period, as applicable, (i) purchase
      such REO Property at a price equal to the REO Property’s fair market value or
      (ii) auction the REO Property to the highest bidder (which may be the Master
      Servicer) in an auction reasonably designed to produce a fair price prior to
      the
      expiration of the three-year period or the Extended Period, as the case may
      be.

     

    
      
        
        

      

      
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    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) On
      or
      prior to a Section 7.01(c) Purchase Event, this Agreement may be amended from
      time to time by the Depositor, the Master Servicer and the Trustee, without
      notice to or the consent of any of the Holders, (i) to cure any ambiguity,
      (ii)
      to cause the provisions herein to conform to or be consistent with or in
      furtherance of the statements made with respect to the Certificates, the Trust
      Fund or this Agreement in any Offering Document; or to correct or supplement
      any
      provision herein which may be inconsistent with any other provisions herein,
      (iii) to make any other provisions with respect to matters or questions arising
      under this Agreement or with the provisions of any Servicing 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). 

     

    
      
        
        

      

      
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    (b) On
      or
      prior to a Section 7.01(c) Purchase Event, this Agreement may also be amended
      from time to time by the Depositor, the Master Servicer and the Trustee with
      the
      consent of the Holders of not less than 66 2/3% of the Class Principal Amount
      (or Class Notional 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 Mortgage Loans which are required to be distributed
      on
      any Certificate, without the consent of the Holder of such Certificate or (ii)
      reduce the aforesaid percentages of Class Principal Amount (or Class Notional
      Amount or Percentage Interest) of Certificates of each Class, the Holders of
      which are required to consent to any such amendment without the consent of
      the
      Holders of 100% of the Class Principal Amount (or Class Notional Amount 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) After
      a
      Section 7.01(c) Purchase Event but on or prior to a Trust Fund Termination
      Event, this Agreement may be amended from time to time by the Depositor, the
      Master Servicer, the
      Trustee,
      the LTURI holder and the Trustee. Prior to entering into any amendment without
      the consent of Holders pursuant to this paragraph, the Trustee
      shall be provided with an Opinion of Counsel addressed to the Trustee
      (at the expense of the party requesting such amendment) to the effect that
      such
      amendment is permitted under this Section and will not result in an Adverse
      REMIC Event.

     

    (d) 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.

     

    (e) 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.

     

    
      
        
        

      

      
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    (f) Notwithstanding
      anything to the contrary in any Servicing Agreement, the Trustee shall not
      consent to any amendment of any Servicing Agreement unless (i) such amendment
      is
      effected pursuant to the standards provided in Section 11.03(a) or Section
      11.03(b) with respect to amendment of this Agreement and (ii) except for a
      Permitted Servicing Amendment, any such amendment pursuant to Section
      11.03(a)(iii) shall not be materially inconsistent with the provisions of such
      Servicing Agreement as evidenced by an Officer’s Certificate of the
      Depositor.

     

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

     

    (h) Notwithstanding
      anything to the contrary in this Section 11.03, prior
      to
      any amendment to the loan modification provisions in Section 9.04(b) hereof,
      notice of such amendment shall be provided to each Rating Agency.

     

    (i) 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 (or Notional Amount),
      Certificates owned by the Depositor, the Master Servicer, the Trustee or any
      Servicer or Affiliates thereof are not to be counted so long as such
      Certificates are owned by the Depositor, the Master Servicer, the Trustee or
      any
      Servicer or Affiliates thereof.

     

    Section
      11.05. Provision of Information. 

     

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

     

    (b) 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
      with the Securities and Exchange Commission pursuant to Section 6.20(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.

     

    
      
        
        

      

      
        153

        
          

        

      

      
        
        

      

    

     

    (c) 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 2008-2,
      (b) in
      the case of the Trustee, its Corporate Trust Office and (c) in the case of
      the
      Master Servicer, Aurora Loan Services LLC, 10350 Park Meadows Drive, Littleton,
      Colorado 80124; Attention: Master Servicing, or as to each party such other
      address as may hereafter be furnished by such party to the other parties in
      writing. Any notice required or permitted to be mailed to a Holder shall be
      given by first class mail, postage prepaid, at the address of such Holder as
      shown in the Certificate Register. Any notice so mailed within the time
      prescribed in this Agreement shall be conclusively presumed to have been duly
      given, whether or not the Holder receives such notice.

     

    Section
      11.08. Severability of Provisions. 

     

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

     

    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.

     

    
      
        
        

      

      
        154

        
          

        

      

      
        
        

      

    

     

    Section
      11.10. Headings Not To Affect Interpretation. 

     

    (a) The
      headings contained in this Agreement are for convenience of reference only,
      and
      they shall not be used in the interpretation hereof.

     

    Section
      11.11. Benefits of Agreement. 

     

    Nothing
      in this Agreement or in the Certificates, express or implied, shall give to
      any
      Person, other than the parties to this Agreement and their successors hereunder
      and the Holders of the Certificates, any benefit or any legal or equitable
      right, power, remedy or claim under this Agreement, except to the extent
      specified in Sections 11.14 and 11.15.

     

    Section
      11.12. Special Notices to the Rating Agencies. 

     

    (a) The
      Depositor shall give prompt notice to the Rating Agencies of the occurrence
      of
      any of the following events of which it has notice:

     

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

     

    (ii) any
      Assignment by the Master Servicer of its rights hereunder or delegation of
      its
      duties hereunder;

     

    (iii) the
      occurrence of any Event of Default described in Section 6.14;

     

    (iv) any
      notice of termination given to the Master Servicer pursuant to Section 6.14
      and
      any resignation of the Master Servicer hereunder;

     

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

     

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

     

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

     

    If
      to
      S&P, to:

     

    Standard
      & Poor’s Ratings Services

    55
      Water
      Street, 41st Floor

    New
      York,
      New York 10041

    Attention:
      Residential Mortgage Surveillance

     

    
      
        
        

      

      
        155

        
          

        

      

      
        
        

      

    

     

    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.

     

    Section
      11.13. Counterparts. 

     

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

     

    Section
      11.14. Transfer of Servicing.

     

    The
      Seller agrees that it shall provide written notice to the Trustee and the Master
      Servicer thirty days prior to any transfer or assignment by the Seller of its
      rights under any Servicing Agreement or of the servicing thereunder or
      delegation of its rights or duties thereunder or any portion thereof to any
      Person other than the initial Servicer under any Servicing Agreement;
provided,
      that
      (i) the Seller shall not be required to provide prior notice of any transfer
      of
      servicing that occurs within three months following the Closing Date to an
      entity that is a Servicer on the Closing Date or (ii) LBH or LBB shall be
      required to provide notice of any transfer of servicing rights by either of
      them
      to the other. In addition, the ability of the Seller to transfer or assign
      its
      rights and delegate its duties under any Servicing Agreement (other than a
      transfer of servicing rights between LBH and LBB) or to transfer the servicing
      thereunder to a successor servicer shall be subject to the following
      conditions:

     

    (i) Such
      successor servicer must be qualified to service loans for FNMA or
      FHLMC;

     

    (ii) Such
      successor servicer must satisfy a Servicer eligibility standards in the
      applicable Servicing Agreement, exclusive of any experience in mortgage loan
      origination, and must be reasonably acceptable to the Master Servicer, whose
      approval shall not be unreasonably withheld;

     

    (iii) Such
      successor servicer must execute and deliver to the Trustee and the Master
      Servicer an agreement, in form and substance reasonably satisfactory to the
      Trustee and the Master Servicer, that contains an assumption by such successor
      servicer of the due and punctual performance and observance of each covenant
      and
      condition to be performed and observed by a Servicer under the applicable
      Servicing Agreement or, (i) in the case of a transfer of servicing to a party
      that is already a Servicer pursuant to this Agreement, an agreement to add
      the
      related Mortgage Loans to each Servicing Agreement already in effect with each
      Servicer and (ii) in the case of a transfer of servicing to a Special Servicer
      pursuant to Section 9.32 herein, a special servicing agreement in the form
      of
      that attached to each Servicing Agreement;

     

    
      
        
        

      

      
        156

        
          

        

      

      
        
        

      

    

     

    (iv) If
      the
      successor servicer is not a Servicer of Mortgage Loans at the time of transfer,
      there must be delivered to the Trustee a letter from each Rating Agency to
      the
      effect that such transfer of servicing will not result in a qualification,
      withdrawal or downgrade of the then-current rating of any of the Certificates;
      and

     

    (v) The
      Seller shall, at its cost and expense, take such steps, or cause the terminated
      Servicer to take such steps, as may be necessary or appropriate to effectuate
      and evidence the transfer of the servicing of the Mortgage Loans to such
      successor servicer, including, but not limited to, the following: (A) to the
      extent required by the terms of the Mortgage Loans and by applicable federal
      and
      state laws and regulations, the Seller shall cause the prior Servicer to timely
      mail to each obligor under a Mortgage Loan any required notices or disclosures
      describing the transfer of servicing of the Mortgage Loans to the successor
      servicer; (B) prior to the effective date of such transfer of servicing, the
      Seller shall cause the prior Servicer to transmit to any related insurer
      notification of such transfer of servicing; (C) on or prior to the effective
      date of such transfer of servicing, the Seller shall cause the prior Servicer
      to
      deliver to the successor servicer all Mortgage Loan Documents and any related
      records or materials; (D) on or prior to the effective date of such transfer
      of
      servicing, the Seller shall cause the prior Servicer to transfer to the
      successor servicer, or, if such transfer occurs after a Servicer Remittance
      Date
      but before the next succeeding Master Servicer Remittance Date, to the Master
      Servicer, all funds held by the applicable Servicer in respect of the Mortgage
      Loans; (E) on or prior to the effective date of such transfer of servicing,
      the
      Seller shall cause the prior Servicer to, after the effective date of the
      transfer of servicing to the successor servicer, continue to forward to such
      successor servicer, within one Business Day of receipt, the amount of any
      payments or other recoveries received by the prior Servicer, and to notify
      the
      successor servicer of the source and proper application of each such payment
      or
      recovery; and (F) the Seller shall cause the prior Servicer to, after the
      effective date of transfer of servicing to the successor servicer, continue
      to
      cooperate with the successor servicer to facilitate such transfer in such manner
      and to such extent as the successor servicer may reasonably
      request.

     

    Section
      11.15. Tax Treatment of the Class P Certificates.

     

    It
      is the
      intent of the parties hereto that the segregated pool of assets consisting
      of
      any collections payable to Class P Certificates constitutes, for federal income
      tax purposes, a grantor trust as described in Subpart E of Part I of Subchapter
      J of the Code and Treasury Regulation §301.7701-4(c)(2). The Trustee shall
      prepare, sign and file all of the tax returns in respect of such grantor trust.
      The expenses of preparing and filing such returns shall be borne by the Trustee
      without any right of reimbursement therefor. The Trustee shall comply with
      each
      such requirement by filing Form 1041.

     

    
      
        
        

      

      
        157

        
          

        

      

      
        
        

      

      

        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

         

        AURORA
          LOAN SERVICES LLC, 
as
          Master
          Servicer

         

         

        By: 
          /s/
          Michele Olds            

        Name:
          Michele Olds

        Title:
          Vice President

         

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        Solely
          for purposes of Sections 4.05, 6.11 and 11.14, 

        accepted
          and agreed to by:

         

        LEHMAN
          BROTHERS HOLDINGS INC.

         

        By:
            
          /s/ Michael Hitzmann            

        Name:
          Michael Hitzmann

        Title:
          Authorized Signatory

      

       

       

       

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    FORMS
      OF
      CERTIFICATES

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    



    EXHIBIT
      B-1

     

    FORM
      OF
      INITIAL CERTIFICATION

     

    
      	 	 	 	  

	 	 	 	
              [Date]

            
	 	 	 	 


    

    Wells
      Fargo Bank, N.A.

    P.O.
      Box
      98

    Columbia,
      Maryland 21046

    Attention:
      Client Services Manager, LMT 2008-2

    (or
      in
      the case of overnight deliveries, 

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attention:
      Client Services Manager, LMT 2008-2)

    


    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 13th Floor

    New
      York,
      New York 10019

     

    Aurora
      Loan Services LLC

    10350
      Park Meadows Drive

     

    Littleton,
      Colorado 80124

     

    
      	
            	RE:	
              Trust
                Agreement dated as of February 1, 2008, (the “Trust Agreement”), among
                Structured Asset Securities Corporation, as Depositor, Aurora Loan
                Services LLC, as Master Servicer, and Wells Fargo Bank, N.A., as
                Trustee,
                with respect to Lehman
                Mortgage Trust Mortgage Pass-Through Certificates, Series
                2008-2

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02(a) of the Trust Agreement, subject to review of
      the
      contents thereof, the undersigned, as Custodian on behalf of the Trustee, hereby
      certifies that it has received the documents listed in Section 2.01(b) of the
      Trust Agreement for each Mortgage File pertaining to each Mortgage Loan listed
      on Schedule A, to the Trust Agreement, subject to any exceptions noted on
      Schedule I hereto.

     

    Capitalized
      words and phrases used herein and not otherwise defined herein shall have the
      respective meanings assigned to them in the Trust Agreement. This Certificate
      is
      subject in all respects to the terms of Section 2.02 of the Trust Agreement
      and
      the Trust Agreement sections cross-referenced therein.

    
      	 	 	 
	 	
              [Custodian],
                on behalf of

              Wells
                Fargo Bank, N.A.,

              as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:

              Title:

            


    

     

    
      
        
        

      

      
        B-1-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-2

     

    FORM
      OF
      INTERIM CERTIFICATION

     

    
      	 	 	 	  

	 	 	 	
              [Date]

            
	 	 	 	 


    

    Wells
      Fargo Bank, N.A.

    P.O.
      Box
      98

    Columbia,
      Maryland 21046

    Attention:
      Client Services Manager, LMT 2008-2

    (or
      in
      the case of overnight deliveries, 

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attention:
      Client Services Manager, LMT 2008-2)

     

    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 13th Floor

    New
      York,
      New York 10019

     

    Aurora
      Loan Services LLC

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124

     

    
      	
            	RE:	
              Trust
                Agreement dated as of February 1, 2008, (the “Trust Agreement”), among
                Structured Asset Securities Corporation, as Depositor, Aurora Loan
                Services LLC, as Master Servicer, and Wells Fargo Bank, N.A., as
                Trustee,
                with respect to Lehman
                Mortgage Trust Mortgage Pass-Through Certificates, Series
                2008-2

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02(b) of the Trust Agreement, the undersigned, as
      Custodian on behalf of the Trustee, hereby certifies that as to each Mortgage
      Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid
      in
      full or listed on the attachment hereto) it (or its custodian) has received
      the
      applicable documents listed in Section 2.01(b) of the Trust
      Agreement.

     

    The
      undersigned hereby certifies that as to each Mortgage Loan identified on the
      Mortgage Loan Schedule, other than any Mortgage Loan listed on the attachment
      hereto, it has reviewed the documents listed above and has determined that
      each
      such document appears regular on its face and appears to relate to the Mortgage
      Loan identified in such document.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Trust Agreement. This Certificate is qualified in all respects
      by
      the terms of said Trust Agreement including, but not limited to, Section
      2.02(b).

    
      	 	 	 
	 	
              [Custodian],
                on behalf of

              Wells
                Fargo Bank, N.A.,

              as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            


    

     

    
      
        
          
          

        

        
          B-2-1

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      B-3

     

    FORM
      OF
      FINAL CERTIFICATION

     

     

    
      	 	 	 	   
              
	 	 	 	
              [Date]

            
	 	 	 	 


    

    Wells
      Fargo Bank, N.A.

    P.O.
      Box
      98

    Columbia,
      Maryland 21046

    Attention:
      Client Services Manager, LMT 2008-2

    (or
      in
      the case of overnight deliveries, 

    Wells
      Fargo Bank, N.A.

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attention:
      Client Services Manager, LMT 2008-2)


     

    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 13th Floor

    New
      York,
      New York 10019

     

    Aurora
      Loan Services LLC

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124

     

    
      	
            	Re:	
              Trust
                Agreement dated as of February 1, 2008, (the “Trust Agreement”), among
                Structured Asset Securities Corporation, as Depositor, Aurora Loan
                Services LLC, as Master Servicer, and Wells Fargo Bank, N.A., as
                Trustee,
                with respect to Lehman
                Mortgage Trust Mortgage Pass-Through Certificates, Series
                2008-2

            


    

     

    Ladies
      and Gentlemen:

     

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

     

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

     

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

    
      	 	 	 
	 	
              [Custodian],
                on behalf of

              Wells
                Fargo Bank, N.A., 

              as
                Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            


    

     

    
      
        
        

      

      
        B-3-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-4

     

    FORM
      OF
      ENDORSEMENT

     

    Pay
      to
      the order of
      Wells
      Fargo Bank, N.A.,
      as
      trustee (the “Trustee”) under the Trust
      Agreement dated as of February 1, 2008, (the “Trust Agreement”), among
      Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
      LLC,
      as Master Servicer, and Wells Fargo Bank, N.A. as Trustee,
      relating
      to Lehman Mortgage Trust Mortgage Pass-Through Certificates, Series 2008-2,
      without recourse.

    
      	 	 	 
	 	 
	 	
              
[current
              signatory on note]
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            


    

     

    
      
        
        

      

      
        B-4-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    REQUEST
      FOR RELEASE OF DOCUMENTS AND RECEIPT

     

    
      	 	 	 	      
	 	 	 	
              Date

            
	 	 	 	 


    

    [Addressed
      to Trustee

    or,
      if
      applicable, custodian]

     

    In
      connection with the administration of the mortgages held by you as Trustee
      under
      a certain
      Trust
      Agreement dated as of February 1, 2008, (the “Trust Agreement”), among
      Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
      LLC,
      as Master Servicer, and you,
      as
      Trustee (the “Trust Agreement”), the undersigned Master Servicer hereby requests
      a release of the Mortgage File held by you as Trustee, or Custodian, as
      applicable, with respect to the following described Mortgage Loan for the reason
      indicated below.

     

    Mortgagor’s
      Name:

     

    Address:

     

    Loan
      No.:

     

    Reason
      for requesting file:

     

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

     

    2. The
      Mortgage Loan is being foreclosed.

     

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

     

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

     

    5. Other.
      (Describe)

     

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

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

     

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

    
      
        	 	 	 
	 	 
	 	
                
[Name
                of Master Servicer]
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Name:

              
	 	Title: Servicing
                Officer


      

       

      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      

    


    EXHIBIT
      D-1

     

    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEREE)

     

    
      	STATE OF	)	 	 
	 	) ss.:	 	 
	COUNTY OF	)	 	 


    

     

    [NAME
      OF
      OFFICER], _________________ being first duly sworn, deposes and
      says:

     

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

     

    2. That
      the
      Purchaser’s Taxpayer Identification Number is ______________.

     

    3. That
      the
      Purchaser is not a “disqualified organization” within the meaning of Section
      860E(e)(5) of the Internal Revenue Code of 1986, as amended (the “Code”) and
      will not be a “disqualified organization” as of __________________ [date of
      transfer], and that the Purchaser is not acquiring a Residual Certificate (as
      defined in the Agreement) for the account of, or as agent (including a broker,
      nominee, or other middleman) for, any person or entity from which it has not
      received an affidavit substantially in the form of this affidavit. 

     

    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, the Master Servicer 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, the Depositor or the
      Master Servicer 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 February 1, 2008, among Structured Asset Securities Corporation, as
      Depositor, Aurora Loan Services LLC, as Master Servicer 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.

     

    
      
        
        

      

      
        D-1-1

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    10. That
      the
      Purchaser (i) is 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.

     

    
      
        
        

      

      
        D-1-2

        
          

        

      

      
        
        

      

    

     

    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.

     

    
      
        
        

      

      
        D-1-3

        
          

        

      

      
        
        

      

    


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

    
      	 	 	 
	 	
              
                

              

              [name
                of Purchaser]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	Title:
              


    

    
       

    

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

     

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

     

    NOTARY
      PUBLIC

     

    __________________________________

     

    COUNTY
      OF_______________________

     

    STATE
      OF_________________________

     

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

     

    
      
        
        

      

      
        D-1-4

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D-2

     

    FORM
      OF
      RESIDUAL CERTIFICATE TRANSFER AFFIDAVIT (TRANSFEROR)

    
      	 	 	 	 
	 	 	 	      
	 	 	 	
              Date

            


    

     

    
      	 	
              Re:

            	
              Lehman
                Mortgage Trust

            


    

    Mortgage
      Pass-Through Certificates

    Series
      2008-2

     

    _______________________
      (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:


    

     

    
      
        
        

      

      
        D-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    LIST
      OF
      SERVICING AGREEMENT(S)

    


    (a) Servicing
      Agreement dated as of February 1, 2008, by and among Holdings, as seller, and
      Aurora Loan Services LLC, in its capacity as Servicer and its capacity as Master
      Servicer, and as acknowledged by the Trustee.

     

    


    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

     

    FORM
      OF
      RULE 144A TRANSFER CERTIFICATE

     

    
      	
            	Re:	
              Lehman
                Mortgage Trust

            


      	 	 	Mortgage Pass-Through
              Certificates


      	 	 	Series
              2008-2


    

     

    Reference
      is hereby made to the Trust
      Agreement dated as of February 1, 2008, (the “Trust Agreement”), among
      Structured Asset Securities Corporation, as Depositor, Aurora Loan Services
      LLC,
      as Master Servicer, and Wells Fargo Bank, N.A., as Trustee.
      Capitalized terms used but not defined herein shall have the meanings given
      to
      them in the Trust Agreement.

     

    This
      letter relates to $_________ initial Certificate Principal Amount of Class
          
      Certificates
      which are held in the form of Definitive Certificates registered in the name
      of
                                
      (the
“Transferor”). The Transferor has requested a transfer of such Definitive
      Certificates for Definitive Certificates of such Class registered in the name
      of
      [insert name of transferee].

     

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

     

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

    
      	 	 	 
	 	
              

              [Name
                of Transferor]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	Title:


    

     

    Dated:
      __________________, ________

     

    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G

     

    FORM
      OF
      PURCHASER’S LETTER FOR

    INSTITUTIONAL
      ACCREDITED INVESTOR

     

    
      	 	 	 	     
	 	 	 	
              Date

            
	 	 	 	 


    

    Dear
      Sirs:

     

    In
      connection with our proposed purchase of $______________ principal amount of
      Mortgage Pass-Through Certificates, Series 2008-2 (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 February 1, 2008, (the “Trust Agreement”), among
                Structured Asset Securities Corporation, as Depositor, Aurora Loan
                Services LLC, as Master Servicer, 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.

            


    

     

    
      
        
        

      

      
        G-1

        
          

        

      

      
        
        

      

    

     

    
      	
              (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.

            


    

     

    
      	
              (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.

     

    
      
        
        

      

      
        G-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:


    

     

     

    
      
        
        

      

      
        G-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H

     

    FORM
      OF
      ERISA TRANSFER AFFIDAVIT

     

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


    

     

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

     

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

     

    2. 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, the Master Servicer 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, the Certificate Registrar or the Master
      Servicer 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. In
      the
      case of an ERISA-Restricted Trust Certificate, prior to the termination of
      the
      related Cap Agreement, either (i) the Investor is neither a Plan nor a person
      acting on behalf of any such Plan or using the assets of any such Plan to effect
      such transfer or (ii) the acquisition and holding of the ERISA-Restricted Trust
      Certificate are eligible for exemptive relief under the statutory exemption
      for
      nonfiduciary service providers under Section 408(b)(17) of ERISA and Section
      4975(d)(20) of the Code, PTCE 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE
      96-23 or some other applicable exemption.

     

    4. The
      Investor hereby acknowledges that under the terms of the
      Trust
      Agreement dated as of February 1, 2008, (the “Agreement”), among Structured
      Asset Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer, 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.

     

    
      
        
        

      

      
        H-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__.

            


    

     

    
      
        
        

      

      
        H-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

     

    TRANSACTION
      PARTIES

     

    Depositor: Structured
      Asset Securities Corporation

    


    Trustee:
       Wells
      Fargo Bank, N.A.

    


    Securities
      Administrator: N/A

    


    Master
      Servicer:  Aurora
      Loan Services LLC

    


    Credit
      Risk Manager: N/A

    


    PMI
      Insurer(s): N/A

    


    Interest
      Rate Swap Counterparty: N/A

    


    Interest
      Rate Cap Counterparty: N/A

    


    Servicer(s):
      Aurora Loan Services LLC 

    


    Primary
      Originator(s): Lehman Brothers Bank, FSB and Flagstar Bank, FSB 

     

    Custodian(s):
      LaSalle Bank National Association, U.S. Bank National Association, Deutsche
      Bank
      National Trust Company and Wells Fargo Bank, N.A. 

    


    Sponsor
      and Seller: Lehman Brothers Holdings, Inc.

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J

     

    [Reserved]

     

     

    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      K

     

    CUSTODIAL
      AGREEMENTS

     

    
      	
              1.

            	
              Custodial
                Agreement dated as of February 1, 2008, between U.S. Bank National
                Association, as custodian, and Wells
                Fargo Bank, N.A.
                (“Wells Fargo”), as trustee, acknowledged by Structured Asset Securities
                Corporation (“SASCO”), as depositor, and Aurora Loan Services LLC
                (“Aurora”), as master servicer and servicer.


            


    

     

    
      	
              2.

            	
              Custodial
                Agreement dated as of February 1, 2008, between LaSalle Bank National
                Association, as custodian, and Wells Fargo, as trustee, acknowledged
                by
                SASCO, as depositor and Aurora, as master servicer and
                servicer.

            


    

     

    
      	
              3.

            	
              Custodial
                Agreement dated as of February 1, 2008, between Deutsche Bank National
                Trust Company, as custodian, and Wells Fargo, as trustee, acknowledged
                by
                SASCO, as depositor and Aurora, as master servicer and
                servicer.

            


    

     

    
      	
              4.

            	
              Custodial
                Agreement dated as of February 1, 2008, between Wells Fargo, as custodian,
                and Wells Fargo, as trustee, acknowledged by SASCO, as depositor,
                and
                Aurora, as master servicer and
                servicer.

            


    

     

    
      
        
        

      

      
        K-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L-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

            	
              Servicer(1)

              Master
                Servicer

              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,
                Master Servicer and Depositor

            
	
              ▪
                Sponsor (Seller)

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

            
	
              ▪
                Depositor

            	
              Depositor

            
	
              ▪
                Trustee

            	
              Trustee

            
	
              ▪
                Master Servicer

            	
              Master
                Servicer

            
	
              ▪
                Custodian

            	
              Custodian(2)

            
	
              ▪
                1110(b) Originator

            	
              Depositor

            
	
              ▪
                Any 1108(a)(2) Servicer (other than the Master Servicer or
                Trustee)

            	
              Servicer(1)

            
	
              ▪
                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

            


    

     

    
      
        
        

      

      
        L-1-1

        
          

        

      

      
        
        

      

    

     

    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
              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

            
	
              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

            


    

     

    
      
        
        

      

      
        L-1-2

        
          

        

      

      
        
        

      

    

     

    
      	
              ADDITIONAL
                FORM 10-D DISCLOSURE

            
	
              Item
                on Form 10-D

            	
              Party
                Responsible 

            
	
              Item
                9: Exhibits

            	 
	
              Monthly
                Statement to Certificateholders

            	
              Trustee

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

            	
              Depositor

            


    

    _______________________

    
       

      
        	
                (1)

              	
                This
                  information to be provided pursuant to the applicable Servicing
                  Agreement.

              


      

      
        	
                (2)

              	
                This
                  information to be provided pursuant to the applicable Custodial
                  Agreement.

              


      

       

       

       

       

       

       

    

    
      
        
        

      

      
        L-1-3

        
          

        

      

      
        
        

      

    

    


     EXHIBIT
      L-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
                  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.

              	 


      

       

      
        
          
          

        

        
          L-2-1

          
            

          

        

        
          
          

        

      

       

      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                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:

              	 
	
                ▪
                  Issuing Entity (Trust Fund)

              	
                Trustee,
                  Master Servicer and Depositor

              
	
                ▪
                  Sponsor (Seller)

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

              
	
                ▪
                  Depositor

              	
                Depositor

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Custodian

              	
                Custodian(1)

              
	
                ▪
                  1110(b) Originator

              	
                Depositor

              
	
                ▪
                  Any 1108(a)(2) Servicer (other than the Master Servicer or
                  Trustee)

              	
                Servicer(2)

              
	
                ▪
                  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) 

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer(2)

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor

              
	
                ▪
                  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) 

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Trustee

              	
                Depositor

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer(2)

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor

              


      

       

      
        
          
          

        

        
          L-2-2

          
            

          

        

        
          
          

        

      

       

      
        	
                ADDITIONAL
                  FORM 10-K DISCLOSURE

              
	
                Item
                  on Form 10-K

              	
                Party
                  Responsible 

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                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) 

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer 

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Any other 1108(a)(3) servicer

              	
                Servicer(2)

              
	
                ▪
                  Any 1110 Originator

              	
                Depositor

              
	
                ▪
                  Any 1112(b) Significant Obligor

              	
                Depositor

              
	
                ▪
                  Any 1114 Credit Enhancement Provider

              	
                Depositor

              
	
                ▪
                  Any 1115 Derivate Counterparty Provider

              	
                Depositor

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

              	
                Depositor

              


      

    

     

    
      
        	
                (1)

              	
                This
                  information to be provided pursuant to the applicable Custodial
                  Agreement.

              


      

      
        	
                (2)

              	
                This
                  information to be provided pursuant to the applicable Servicing
                  Agreement.

              


      

    

     

    
      
        
        

      

      
        L-2-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L-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

              
	
                ▪
                  Master Servicer

              	
                Master
                  Servicer

              
	
                ▪
                  Affiliated Servicer

              	
                Servicer(1)

              
	
                ▪
                  Other Servicer servicing 20% or more of the pool assets at the
                  time of the
                  report

              	
                Servicer(1)

              
	
                ▪
                  Other material servicers

              	
                Servicer(1)

              
	
                ▪
                  Trustee

              	
                Trustee

              
	
                ▪
                  Significant Obligor

              	
                Depositor

              
	
                ▪
                  Credit Enhancer (10% or more)

              	
                Depositor

              
	
                ▪
                  Derivative Counterparty

              	
                Depositor

              
	
                ▪
                  Custodian

              	
                Custodian(2)

              


      

       

      
        
          
          

        

        
          L-3-1

          
            

          

        

        
          
          

        

      

       

      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              
	
                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

                Master
                  Servicer

                Trustee

                Depositor

              
	
                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.

              	
                Master
                  Servicer/Depositor/

                Servicer(1)/Trustee
                  (as to itself and the Master Servicer)

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

              	
                Servicer(1)/Master
                  Servicer/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

              


      

       

      
        
          
          

        

        
          L-3-2

          
            

          

        

        
          
          

        

      

       

      
        	
                FORM
                  8-K DISCLOSURE INFORMATION

              
	
                Item
                  on Form 8-K

              	
                Party
                  Responsible 

              
	
                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

              
	
                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

              


      

       

      
        	
                (1)

              	
                This
                  information to be provided pursuant to the applicable Servicing
                  Agreement.

              


      

      
        	
                (2)

              	
                This
                  information to be provided pursuant to the applicable Custodial
                  Agreement.

              


      

       

       

       

       

      
        
          
          

        

        
          L-3-3

          
            

          

        

        
          
          

        

      

    

    EXHIBIT
      L-4

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

    


    Wells
      Fargo Bank, N.A., as Trustee

    P.O.
      Box
      98

    Columbia,
      Maryland 21046

    Attention:
      Client Services Manager, LMT 2008-2 - SEC
      Report Processing

    (or
      in
      the case of overnight deliveries, 

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Attention:
      Client Services Manager, LMT 2008-2 - 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
February
      1, 2008,
      by and
      among Structured Asset Securities Corporation, as Depositor, Aurora Loan
      Services LLC, as Master Servicer, 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:


    

     

    
      
        
        

      

      
        L-4-1

        
          

        

      

      
        
        

      

    


    
      	cc:	
              Structured
                Asset Securities Corporation

            


      	 	
              745
                Seventh Avenue, 13th Floor

              New
                York, New York 10019

              Attention:
                Mortgage Finance, LMT 2008-2

            


    

    


    
      
        
        

      

      
        L-4-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      M

     

    RESERVED

     

    


    
      
        
        

      

      
        M-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N-1

     

    FORM
      OF
      TRANSFER CERTIFICATE FOR TRANSFER 

    FROM
      RESTRICTED GLOBAL SECURITY TO REGULATION S 

    GLOBAL
      SECURITY PURSUANT TO SECTION 3.03(h)(B)


     

    
      	 	
              Re:

            	
              Lehman
                Mortgage Loan Trust,

            


      	 	 	
              Mortgage
                Pass-Through Certificates, Series
                2008-2

            


    

     

    Reference
      is hereby made to the Trust
      Agreement dated as of February 1, 2008, (the “Agreement”), among Structured
      Asset Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer, and Wells Fargo Bank, N.A., as Trustee.
      Capitalized terms used but not defined herein shall have the meanings given
      to
      them in the Agreement.

     

    This
      letter relates to U.S. $                            
      aggregate
      principal amount of Securities which are held in the form of a Restricted Global
      Security with DTC in the name of [name of transferor]                                                       
      (the
“Transferor”) to effect the transfer of the Securities in exchange for an
      equivalent beneficial interest in a Regulation S Global Security.

     

    In
      connection with such request, the Transferor does hereby certify that such
      transfer has been effected in accordance with the transfer restrictions set
      forth in the Agreement and the Securities and in accordance with Rule 904 of
      Regulation S, and that:

     

    a. the
      offer
      of the Securities was not made to a person in the United States; 

     

    b. at
      the
      time the buy order was originated, the transferee was outside the United States
      or the Transferor and any person acting on its behalf reasonably believed that
      the transferee was outside the United States;

     

    c. no
      directed selling efforts have been made in contravention of the requirements
      of
      Rule 903 or 904 of Regulation S, as applicable;

     

    d. the
      transaction is not part of a plan or scheme to evade the registration
      requirements of the United States Securities Act of 1933, as amended;
      and

     

    
      
        e.
          the
          transferee is not a U.S. person (as
          defined in Regulation S).

      

    

     

    The
      Certificate Registrar is entitled to rely upon this letter and is irrevocably
      authorized to produce this letter or a copy hereof to any interested party
      in
      any administrative or legal proceedings or official inquiry with respect to
      the
      matters covered hereby. Terms used in this certificate have the meanings set
      forth in Regulation S.

     

    
      
        
        

      

      
        N-1-1

        
          

        

      

      
        
        

      

    

    


    
      	 	 	 
	 	
              

              [Name
                of Transferor]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
Name:
	 	Title:


    

     

    Date:                                   ,
            

    


    
      
        
        

      

      
        N-1-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N-2

     

    FORM
      OF
      TRANSFER CERTIFICATE FOR TRANSFER 

    FROM
      REGULATION S GLOBAL SECURITY TO 

    RESTRICTED
      GLOBAL SECURITY PURSUANT TO SECTION 3.03(h)(C)

     

    Re: Lehman
      Mortgage Trust Mortgage Pass-Through Certificates, Series
      2008-2

     

    Reference
      is hereby made to the Trust
      Agreement dated as of February 1, 2008, (the “Agreement”), among Structured
      Asset Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer, and Wells Fargo Bank, N.A., as Trustee.
      Capitalized terms used but not defined herein shall have the meanings given
      to
      them in the Agreement.

     

    This
      letter relates to U.S. $                            
      aggregate
      principal amount of Securities which are held in the form of a Regulations
      S
      Global Security in the name of [name of transferor]                                                       
      (the
      “Transferor”) to effect the transfer of the Securities in exchange for an
      equivalent beneficial interest in a Restricted Global Security.

     

    In
      connection with such request, and in respect of such Securities, the Transferor
      does hereby certify that such Securities are being transferred in accordance
      with (i) the transfer restrictions set forth in the Agreement and the Securities
      and (ii) Rule 144A under the United States Securities Act of 1933, as amended,
      to a transferee that the Transferor reasonably believes is purchasing the
      Securities for its own account or an account with respect to which the
      transferee exercises sole investment discretion, the transferee and any such
      account is a qualified institutional buyer within the meaning of Rule 144A,
      in a
      transaction meeting the requirements of Rule 144A and in accordance with any
      applicable securities laws of any state of the United States or any other
      jurisdiction.

     

    The
      Certificate Registrar is entitled to rely upon this letter and is irrevocably
      authorized to produce this letter or a copy hereof to any interested party
      in
      any administrative or legal proceedings or official inquiry with respect to
      the
      matters covered hereby.


    
      
        	 	 	 
	 	 
	 	
                

                [Name
                  of Transferor]

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                
Name:
	 	Title:


      

    

     

    Date:                                     ,
            

     

    
      
        
        

      

      
        N-2-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      O

     

    SENIOR
      PRINCIPAL PRIORITIES

     

    To
      the
      Senior Certificates (other than any related Interest-Only Certificates), to
      the
      extent of the remaining Available Distribution Amount for the related Collateral
      Group or Collateral Groups, in reduction of their Class Principal Amounts,
      concurrently, as follows:

     

    (i) to
      the
      Class AP Certificates, from the Available Distribution Amount for Collateral
      Group PO, in an amount up to the AP Principal Distribution Amount for such
      date,
      until the Class Principal Amount thereof has been reduced to zero;

     

    (ii) to
      the
      Class R, Class 1-A3, Class 1-A4, Class 1-A5, Class 1-A6, Class 1-A7 and Class
      1-A8, from the Available Distribution Amounts for Collateral Groups 1A and
      1B,
      in an amount up to the aggregate of the Senior Principal Distribution Amount
      for
      Collateral Groups 1A and 1B, sequentially, in the following order of
      priority:

     

    (A) to
      the
      Class R Certificates, until the Class Principal Amount thereof has been reduced
      to zero; 

     

    (B) pro
      rata,
      to the
      Class 1-A3, Class 1-A4 and Class 1-A5 Certificates, based on their respective
      Class Principal Amounts, until the Class Principal Amount of each such Class
      has
      been reduced to zero; and

     

    (C) pro
      rata,
      to the
      Class 1-A6, Class 1-A7 and Class 1-A8 Certificates, based on their respective
      Class Principal Amounts, until the Class Principal Amount of each such Class
      has
      been reduced to zero.

     

    
      
        
        

      

      
        
          O-1

        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      P

     

    FORM
      OF
      BACK-UP CERTIFICATION

     

    Structured
      Asset Securities Corporation

    745
      Seventh Avenue, 13th Floor

    New
      York,
      New York 10019

    Attention:
      Mortgage Finance, LMT 2008-2

    


    Aurora
      Loan Services LLC

    10350
      Park Meadows Drive

    Littleton,
      Colorado 80124

     

    
      	Re:	
              Lehman
                Mortgage Trust

            


      	 	
              Mortgage
                Pass-Through Certificates, Series
                2008-2

            


    

    


    The
      Trustee hereby certifies to the Depositor and the Master Servicer, and their
      respective 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.

     

    
      
        
        

      

      
        P-1

        
          

        

      

      
        
        

      

    

     

    In
      giving
      the certifications above, the Trustee has reasonably relied on information
      provided to it by the following unaffiliated parties: [names of servicer(s),
      master servicer, subservicer(s), depositor, custodian(s)]

     

    Date:
      ______________________

    


    


    Wells
      Fargo Bank, N.A.,
      as
      Trustee

    


    


    
      
        

      

      [Signature]

    

    [Title]

     

    
      
        
        

      

      
        P-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Q

     

    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)

            	 	
              Master
                Servicer

            	 	
              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.

            	 	 	 	
              X

            	 	 
	 	 	 	 	 	 	 	 	 
	
              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. 

            	 	 	 	
              X

            	 	 
	 	 	 	 	 	 	 	 	 
	 	 	
              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

            	 	
              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

            	 	
              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.
                

            	 	 	 	
              X

            	 	 


    

     

    
      
        
        

      

      
        Q-1

        
          

        

      

      
        
        

      

    

     

    
      	
              AB
                Reference

            	 	
              Servicing
                Criteria

            	 	
              Paying
                Agent

              (including
                the Trustee if acting as Paying Agent)

            	 	
              Master
                Servicer

            	 	
              Trustee

            
	 	 	 	 	 	 	 	 	 


    

    
      	
              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. 

            	 	
              X

            	 	
              X

            	 	
              X

            
	 	 	 	 	 	 	 	 	 
	
              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.
                

            	 	 	 	
              X

            	 	 
	 	 	 	 	 	 	 	 	 
	
              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

            	 	
              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

            	 	
              X

            


    

     

    
      
        
        

      

      
        Q-2

        
          

        

      

      
        
        

      

    

     

    
      	
              Reference

            	 	
              Servicing
                Criteria

            	 	
              Paying
                Agent

              (including
                the Trustee if acting as Paying Agent)

            	 	
              Master
                Servicer

            	 	
              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

            	 	
              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

            	 	
               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

            	 	
              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. 

            	 	
               

            	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
              1122(d)(4)(ii)

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

            	 	
               

            	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
              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. 

            	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
              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.
                

            	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        Q-3

        
          

        

      

      
        
        

      

    

     

    
      	
              Reference

            	 	
              Servicing
                Criteria

            	 	
              Paying
                Agent

              (including
                the Trustee if acting as Paying Agent)

            	 	
              Master
                Servicer

            	 	
              Trustee

            
	 	 	 	 	 	 	 	 	 


    

    
      	
              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. 

            	 	 	 	
              X

            	 	 
	 	 	 	 	 	 	 	 	 
	
              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. 

            	 	 	 	
              X

            	 	 
	 	 	 	 	 	 	 	 	 
	
              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. 

            	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        Q-4

        
          

        

      

      
        
        

      

    

     

    
      	
              Reference

            	 	
              Servicing
                Criteria

            	 	
              Paying
                Agent

              (including
                the Trustee if acting as Paying Agent)

            	 	
              Master
                Servicer

            	 	
              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. 

            	 	 	 	
              X

            	 	 
	 	 	 	 	 	 	 	 	 
	
              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. 

            	 	 	 	 	 	
              X

            


    

    


    
      
        
        

      

      
        Q-5

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R

     

    FORM
      OF
      EXCHANGE TRUST AGREEMENT

     

     

    
      
        
        

      

      
        R-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      S

     

    CLASS
      TABLE

     

    
      	
              Class

            	 	
              Collateral
                

              Group

            	 	
              Class
                Principal or Notional 

              Amount

            	 	 	
              Summary
                Interest

              Rate
                Formula

            	 	
              Exchange/Exchangeable

            	 	
              Interest
                Accrual Convention

            	 	
              Minimum
                Denomination

            	 
	
              1-A1

            	 	
              1A,1B

            	 	$	
              309,388,000

            	 	 	
              6.00000%

            	 	
              Exchangeable

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              1-A2

            	 	
              1A,1B

            	 	$	
               18,113,000

            	 	 	
              6.00000%

            	 	
              Exchangeable

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              1-A3

            	 	
              1A,1B

            	 	$	
              211,663,000

            	 	 	
              6.00000%

            	 	
              Exchange(2)

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              1-A4

            	 	
              1A,1B

            	 	$	
               26,566,000

            	 	 	
              6.00000%

            	 	
              Exchange(2)

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              1-A5

            	 	
              1A,1B

            	 	$	
               13,947,000

            	 	 	
              6.00000%

            	 	
              Exchange(2)

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              1-A6

            	 	
              1A,1B

            	 	$	
               63,224,000

            	 	 	
              6.00000%

            	 	
              Exchange(2)

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              1-A7

            	 	
              1A,1B

            	 	$	
               7,935,000

            	 	 	
              6.00000%

            	 	
              Exchange(2)

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              1-A8

            	 	
              1A,1B

            	 	$	
               4,166,000

            	 	 	
              6.00000%

            	 	
              Exchange(2)

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              1-A9

            	 	
              1B

            	 	$	
               30,020,000

            	(1)	 	
              6.50000%

            	 	
              Not
                Applicable

            	 	
              30/360

            	 	$	
              1,000,000

            	 
	
              1-A10

            	 	
              1A,1B

            	 	$	
              327,501,000

            	 	 	
              6.00000%

            	 	
              Exchangeable

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              1-A11

            	 	
              1A,1B

            	 	$	
              238,229,000

            	 	 	
              6.00000%

            	 	
              Exchangeable

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              1-A12

            	 	
              1A,1B

            	 	$	
               71,159,000

            	 	 	
              6.00000%

            	 	
              Exchangeable

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              1-A13

            	 	
              1A,1B

            	 	$	
               52,614,000

            	 	 	
              6.00000%

            	 	
              Exchangeable

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              1-A14

            	 	
              1A,1B

            	 	$	
              274,887,000

            	 	 	
              6.00000%

            	 	
              Exchangeable

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              1-A15

            	 	
              1A,1B

            	 	$	
              252,176,000

            	 	 	
              6.00000%

            	 	
              Exchangeable

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              1-A16

            	 	
              1A,1B

            	 	$	
               75,325,000

            	 	 	
              6.00000%

            	 	
              Exchangeable

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              1-A17

            	 	
              1A,1B

            	 	$	
               34,501,000
                

            	 	 	
              6.00000%

            	 	
              Exchangeable

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              AP

            	 	
              PO

            	 	$	
               1,111,035

            	 	 	
              0.00000%

            	 	
              Not
                Applicable

            	 	
              Not
                Applicable

            	 	$	
               100,000

            	 
	
              B1

            	 	
              1A,1B

            	 	$	
               10,351,000

            	 	 	
              Weighted
                Average Rate

            	 	
              Not
                Applicable

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              B2

            	 	
              1A,1B

            	 	$	
               1,897,000

            	 	 	
              Weighted
                Average Rate

            	 	
              Not
                Applicable

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              B3

            	 	
              1A,1B

            	 	$	
               1,380,000

            	 	 	
              Weighted
                Average Rate

            	 	
              Not
                Applicable

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              B4

            	 	
              1A,1B

            	 	$	
               1,208,000

            	 	 	
              Weighted
                Average Rate

            	 	
              Not
                Applicable

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              B5

            	 	
              1A,1B

            	 	$	
               862,000

            	 	 	
              Weighted
                Average Rate

            	 	
              Not
                Applicable

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              B6

            	 	
              1A,1B

            	 	$	
               690,138

            	 	 	
              Weighted
                Average Rate

            	 	
              Not
                Applicable

            	 	
              30/360

            	 	$	
               100,000

            	 
	
              P

            	 	
              All

            	 	$	
              100,000

            	(4)	 	
              Not
                Applicable

            	 	
              Not
                Applicable

            	 	
              Not
                Applicable

            	 	$	
              10,000

            	 
	
              LT-R

            	 	
              Not
                applicable

            	 	
            	
              Not
                Applicable

            	 	 	
              Not
                Applicable

            	 	
              Not
                Applicable

            	 	
              Not
                Applicable

            	 	 	
              100

            	%(3)
	
              R

            	 	
              1A,1B

            	 	$	
               100

            	 	 	
              6.00000%

            	 	
              Not
                Applicable

            	 	
              30/360

            	 	 	
              100

            	%(3)


    

     

    
      

    

    
      	(1)	
              Initial
                Notional Amount. This Class of Certificates is an interest-only Class;
                it
                will not be entitled to payments of principal and will accrue interest
                on
                its Notional Amount. 

            


    

     

    
      	(2)	
              These
                Classes of Certificates are Exchange Certificates. Certain combinations
                of
                Exchange Certificates can be exchanged for corresponding Exchangeable
                Certificates.

            


    

    
      	 	 


      	(3)	
              The
                Class R and Class LT-R Certificates will be issued in definitive,
                fully
                registered form, representing the entire percentage interest of that
                Class.

            


      	 	 


    

    
      	(4)	
              Initial
                Notional Amount. This Certificate will be issued without a Certificate
                Principal Amount or an interest
                rate.

            


    

    


    
      
        
        

      

      
        
          S-1

        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      T

     

    APPLICABLE
      FRACTIONS TABLE

     

    Mortgage
      Loans with Net Mortgage Rates Less than 6.00%.
      Principal received or advanced on each Discount Mortgage Loan will be allocated
      between Collateral Group PO and Collateral Group 1A on the basis of the
      Applicable Fractions of the Discount Mortgage Loans. The Applicable Fraction
      for
      the portion of each such Discount Mortgage Loan allocated to Collateral Group
      PO, is (6.00% minus
      Net
      Mortgage Rate) /6.00%, and the Applicable Fraction for the portion of each
      such
      Discount Mortgage Loan allocated to Collateral Group 1A, is Net Mortgage Rate
      /6.00%.

     

    Mortgage
      Loans with Net Mortgage Rates Greater than or Equal to 6.00% and Less than
      or
      Equal to 11.00%.
      Principal received or advanced on each Mortgage Loan having a Net Mortgage
      Rate
      greater than or equal to 6.00% but less than or equal to 11.00% will be
      allocated between Collateral Group 1A and Collateral Group 1B on the basis
      of
      the Applicable Fractions of the Mortgage Loans. The Applicable Fraction for
      the
      portion of each such Mortgage Loan allocated to Collateral Group 1A, is (11.00%
      minus
      Net
      Mortgage Rate) /5.00%, and the Applicable Fraction for the portion of each
      such
      Mortgage Loan allocated to Collateral Group 1B, is 1 minus
      ((11.00%
minus
      Net
      Mortgage Rate) / 5.00%).

     

    
      
        
        

      

      
        
          T-1

        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      U

     

    FORM
      OF
      MODIFIED LOAN REPORT


    


    
      	
              Field
                Name

            	 	
              Start

            	 	
              Width

            	 	
              Format

            	 
	
              Loan
                Number

            	 	 	 	 	 	 	 
	
              Modification
                Effective Date

            	 	 	 	 	 	 	 
	
              UPB
                Prior to Modification

            	 	 	 	 	 	 	 
	
              UPB
                Post Modification

            	 	 	 	 	 	 	 
	
              Interest
                Rate Prior to Modification

            	 	 	 	 	 	 	 
	
              Modified
                Interest Rate

            	 	 	 	 	 	 	 
	
              Scheduled
                P&I Payment Prior to Modification

            	 	 	 	 	 	 	 
	
              Modified
                Scheduled P&I Payment

            	 	 	 	 	 	 	 
	
              Maturity
                Date Prior to Modification

            	 	 	 	 	 	 	 
	
              Modified
                Maturity Date

            	 	 	 	 	 	 	 
	
              Principal
                Forgiven

            	 	 	 	 	 	 	 
	
              Interest
                Forgiven

            	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        
          U-1

        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      V

     

    MONTHLY
      ELECTRONIC DATA TRANSMISSION

     

    


     

    


    
      
        
        

      

      
        
          V-1

        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      W

     

    FORM
      OF
      VALUATION AND REDEMPTION AGREEMENT

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    FORM
      OF VALUATION AND REDEMPTION AGREEMENT

     

    THIS
      VALUATION AND REDEMPTION AGREEMENT dated as of [[●]],
      200_
      (this “Agreement”) is by and among Lehman Brothers Holdings Inc., (“LBH”), as
      valuation agent (the “Valuation Agent”), [[●]],
      as
      share issuer (the “Share Issuer”) and Wells Fargo Bank, N.A., not in its
      individual capacity, but solely as Trustee under the Trust Agreement (as defined
      below). Capitalized terms used but not defined herein have the meanings ascribed
      to them in the trust agreement dated as of February 1, 2008, among Structured
      Asset Securities Corporation, as Depositor, Aurora Loan Services LLC, as Master
      Servicer and Wells Fargo Bank, N.A., as Trustee (the “Trust
      Agreement”).

     

    W
      I T N E
      S S E T H

     

    WHEREAS,
      Lehman Mortgage Trust 2008-2 was established pursuant to the Trust Agreement
      referred to below and issued, among other securities, the Private Subordinate
      Certificates on the Closing Date;

     

    WHEREAS,
      pursuant to Section 4.05(a) of the Trust Agreement, the Trustee has established
      the Reserve Account for the benefit of the Holders of the Private Subordinate
      Certificates and has deposited the Initial Deposit therein;

     

    WHEREAS,
      pursuant to Section 4.05(b) of the Trust Agreement, the Trustee shall, upon
      receipt of written direction from the Holder of the Class LT-R Certificate,
      purchase shares of stock (the “Shares”) from the Share Issuer representing
      common and/or preferred stock in the Share Issuer for a price of $[[●]];

     

    WHEREAS,
      the parties desire to appoint LBH as
      Valuation Agent under this Agreement to perform such duties with respect to
      the
      Shares as are set forth herein, and LBH has
      agreed to accept such appointment;

     

    WHEREAS,
      the Trustee shall tender any Shares that it holds as part of the Reserve Account
      to the Share Issuer for redemption by the Share Issuer at the Redemption Price
      on the earliest of the dates specified in Section 4.05(e) of the Trust
      Agreement;

     

    WHEREAS,
      LBH and the Share Issuer hereby warrants that the Share Issuer shall sell the
      Shares to the Trust in the manner described herein and that the Share Issuer
      shall repurchase such Shares at the Redemption Price; 

     

    WHEREAS,
      the Trust Agreement contemplates that the parties hereto execute and deliver
      this Agreement concurrently with the delivery of the Shares to the Trustee
      as
      provided in Section 1 hereof;

     

    NOW,
      THEREFORE, in consideration of the mutual agreements contained herein, and
      other
      good and valuable consideration, the receipt and delivery of which are hereby
      acknowledged, the parties hereto agree as follows:

     

    
      
        
        

      

      
        W-1

        
          

        

      

      
        
        

      

    

     

    SECTION
      1. Purchase
      of Shares.

     

    The
      Share
      Issuer offers to sell the Shares to the Trustee for a price equal to
      $[[●]].
      Payment
      of the purchase price for the Shares shall be made from amounts then on deposit
      in the Reserve Account to the Share Issuer by wire transfer of immediately
      available funds in accordance with instructions agreed to by the
      parties.

    


    In
      connection with such purchase, the Share Issuer shall issue and deliver to
      the
      Trustee a stock certificate or certificates in definitive form, registered
      in
      the name of “Wells Fargo Bank, N.A., as Trustee,” representing the Shares
      purchased by the Trustee, free and clear of any encumbrances of whatever
      nature.

    


    SECTION
      2. Appointment
      of Valuation Agent.

     

    The
      parties hereto hereby appoint LBH
      as
      Valuation Agent under this Agreement with respect to the Shares and LBH hereby
      accepts such appointment. 

    


    SECTION
      3. Duties
      of Valuation Agent; Reliance by Trustee.

     

    (a) For
      each
      Due Period prior the Trust’s disposition of the Shares, the Valuation Agent
      shall determine the Redemption Price for the Shares. In making such valuation,
      the Valuation Agent shall assume, as of the end of any Due Period, that the
      Redemption Price shall equal the fair market value of the Shares as derived
      by
      the Valuation Agent based on the aggregate net asset value of the Share Issuer
      at the end of such Due Period.

     

    (b) Not
      later
      than 9 calendar days following the end of each Due Period, the Valuation Agent
      shall furnish to the Trustee a written report (a “Valuation Report”) in a form
      mutually agreed upon by the Valuation Agent and the Trustee setting forth the
      fair market value of the Shares as of the end of the related Due Period and,
      if
      a Redemption Event has occurred, the amount of the Redemption Price. Such
      Valuation Report shall be delivered by facsimile in accordance with Section
      6
      hereof.

     

    (c) The
      Trustee shall be entitled to rely conclusively on the accuracy and completeness
      of
      the
      Valuation Report provided to it by the Valuation Agent and the Trustee shall
      have no duty or obligation to recalculate or verify the information provided
      in
      any such Valuation Report and shall have no liability for any errors or
      omissions in such Valuation Report.

     

    SECTION
      4. Redemption.

     

    Within
      10
      calendar days of the occurrence of a Redemption Event, LBH and the Share Issuer
      warrant that the Share Issuer shall redeem any Shares held as part of the Trust
      Fund for the Redemption Price when such Shares are tendered to the Share Issuer
      for redemption by the Trustee in accordance with a bill of sale in the form
      attached hereto as Exhibit A. Payment of the Redemption Price shall be made
      by
      the Issuer to the Trustee by wire transfer of immediately available funds in
      accordance with instructions agreed to by the parties. 

     

    
      
        
        

      

      
        W-2

        
          

        

      

      
        
        

      

    

    


    In
      connection with such redemption, the Trustee shall deliver for redemption to
      the
      Share Issuer a stock certificate or certificates in definitive form accompanied
      by a stock power or powers duly endorsed in blank, representing the Shares
      purchased pursuant to this Section, free and clear of any encumbrances of
      whatever nature created by or through the Trustee.

    


    SECTION
      5. Representations,
      Warranties and Covenants.

     

    (a) Each
      party hereby represents and warrants to the other parties that (i) it is duly
      organized and validly existing as an entity under the laws of the jurisdiction
      in which it is chartered or organized, (ii) it has the requisite entity power
      and authority to enter into and perform this Agreement and (iii) this Agreement
      has been duly authorized by all necessary corporate action, has been duly
      executed by one or more duly authorized officers and is the valid and binding
      agreement of such party enforceable against such party in accordance with its
      terms.

     

    (b) LBH
      and
      the Share Issuer hereby represent and warrant to the Trustee that (i) upon
      the
      delivery or transfer of the Shares to the Trustee as contemplated herein, the
      Shares will be duly authorized, validly issued, fully paid and nonassessable,
      and the Trustee will receive good and marketable title to the Shares, free
      and
      clear of any pledge, lien, security interest, charge, claim, equity or
      encumbrance of any kind; (ii) neither the execution, delivery nor performance by
      the Share Issuer of this Agreement will (A) conflict with, result in any breach
      of or constitute a default (or an event which, with the giving of notice or
      passage of time, or both, would constitute a default) under any term or
      provision of the organizational documents of the Share Issuer, or any material
      indenture, agreement, order, decree or other material instrument to which the
      Share Issuer is party or by which the Share Issuer is bound which materially
      adversely affects the Share Issuer’s ability to perform its obligations
      hereunder or (B) violate any provision of any law, rule or regulation applicable
      to the Share Issuer of any regulatory body, administrative agency or other
      governmental instrumentality having jurisdiction over the Share Issuer or its
      properties; and (iii) no consent, license, approval or authorization from,
      or
      registration or qualification with any governmental body, agency or authority,
      nor any consent, approval, waiver or notification of any creditor or lessor
      is
      required in connection with the execution, delivery and performance by the
      Share
      Issuer of this Agreement except such as have been obtained and are in full
      force
      and effect.

     

    (c) The
      Trustee hereby represents and warrants to LBH and the Share Issuer that (i)
      it
      understands that the Shares to be purchased by it pursuant to the terms of
      this
      Agreement have not and will not be registered under the Securities Act of 1933,
      as amended (the “Securities Act”) or any state securities laws, been issued in
      reliance upon exemptions contained in the
      Securities Act or interpretations thereof and in the applicable state securities
      laws, and cannot
      be
      offered for sale, sold or otherwise transferred unless the Shares being acquired
      hereunder is registered or qualified for exemption from registration under
      the
      Securities Act, (ii) neither it, nor any of its affiliates, nor any person
      acting on its or their behalf has engaged, or will engage, in any form of
      general solicitation or general advertising (within the meaning of Regulation
      D)
      in connection with any offer or sale of the Shares, (iii) neither it, nor any
      of
      its affiliates, nor any person acting on its or their behalf has engaged or
      will
      engage in any selling efforts with respect to the Shares, (iv) it is purchasing
      the Shares pursuant to Section 4.05 of the Trust Agreement and at the written
      direction of the Holder of the Class LT-R Certificate, to be held for the
      benefit of the Holders of the Private Subordinate Certificates and not for
      its
      own account, for investment and not with a view to, or for offer or sale in
      connection with, any distribution thereof in violation of the Securities Act
      or
      other applicable securities laws, subject to any requirement of law that the
      disposition of its property be at all times within its control and (v) it
      understands that the certificates or other instruments representing the Shares,
      except as set forth below, shall bear a restrictive legend in substantially
      the
      following form (and the Share Issuer may reasonably place a stop-transfer order
      against transfer
      of such
      stock certificates):

     

    
      
        
        

      

      
        W-3

        
          

        

      

      
        
        

      

    

     

    (I)
      Securities Act legend:

     

    THE
      SHARES REPRESENTED BY THIS CERTIFICATE OR ANY CERTIFICATE
      ISSUED IN EXCHANGE OR TRANSFER THEREFOR HAVE
      NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
      OR APPLICABLE STATE SECURITIES LAWS. THE SHARES HAVE BEEN ACQUIRED FOR
      INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, ASSIGNED OR OTHERWISE
      TRANSFERRED IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT FOR THE
      SHARES UNDER THE SECURITIES ACT, OR APPLICABLE STATE SECURITIES LAWS, OR (II)
      AN
      OPINION OF COUNSEL, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
      COMPANY, THAT REGISTRATION
      IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
      SECURITIES LAWS OR (III) UNLESS SOLD PURSUANT TO RULE
      144
      UNDER THE SECURITIES ACT.

     

    (II)
      Any
      legend imposed or required by the bylaws of the Share Issuer or applicable
      state
      securities laws.

     

    SECTION
      6. 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
      6): (a) in the case of the Valuation Agent, Lehman Brothers Holdings Inc.,
      745
      Seventh Avenue, 13th
      Floor,
      New York, New York 10019, Attention:
      Mortgage
      Finance, LMT 2008-2,
      with a
      copy to Lehman Brothers Holdings Inc., 745 Seventh Avenue, 6th
      Floor,
      New York, New York 10019, Attention:
      Strategic Transactions Group,
      (b) in
      the case of the Trustee, Wells Fargo Bank, N.A., 9062 Old Annapolis Road,
      Columbia, Maryland 21045, Facsimile: (410) 715-2380, Attention: Client Services
      Manager, LMT 2008-2, or (c) in the case of the Share Issuer, [[●]],
      [[●]];
      Attention: [[●]],
      or as
      to each party such other address as may hereafter be furnished by such party
      to
      the other parties in writing.

     

    SECTION
      7. Trustee
      Indemnification; Fees and Expenses.

     

    (a) The
      Trustee shall be entitled to the same rights, protections and indemnities as
      those afforded to it under the Trust Agreement. 

    


    (b) Subject
      to Section 7(a), any fees and expenses incurred by the Trustee in connection
      with its obligations and duties under this Agreement shall be paid by
      LBH.

     

    
      
        
        

      

      
        W-4

        
          

        

      

      
        
        

      

    

    


    SECTION
      8. Amendments.

     

    This
      Agreement may not be modified, amended, altered or supplemented, except upon
      the
      execution and delivery of a written agreement by the parties
      hereto.

     

    SECTION
      9. Successors.

     

    This
      Agreement shall inure to the benefit of and be binding upon the parties hereto
      and their respective successors and permitted assigns, and no other person
      shall
      have any right or obligation hereunder. No party may assign its rights under
      this Agreement without the written consent of the other parties.

     

    SECTION
      10. Severability.

     

    Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    SECTION
      11. Headings.

     

    The
      headings of the various Sections herein are for convenience of reference only
      and shall not define or limit any of the terms or provisions
      hereof.

     

    SECTION
      12. Entire
      Agreement.

     

    This
      Agreement embodies the entire agreement of the parties with respect to the
      subject matter hereof and supersedes any prior written or oral agreement or
      understanding relating to the subject matter hereof.

     

    SECTION
      13. Governing
      Law.

     

    THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK, WITHOUT REGARD TO ITS CONFLICT OF LAWS 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.

     

    The
      parties hereto hereby submit to the jurisdiction of the United States District
      Court for the Southern District of New York and any court in the State of New
      York located in the City and County of New York, and appellate court from any
      thereof, in any action, suit or proceeding brought against it or in connection
      with this Agreement or any of the related documents or the transactions
      contemplated hereunder or for recognition or enforcement of any judgment, and
      the parties hereto hereby agree that all claims in respect of any such action
      or
      proceeding may be heard or determined in New York State court or, to the extent
      permitted by law, in such federal court. To the extent permitted by applicable
      law, the parties hereto hereby waive and agree not to assert by way of motion,
      as a defense or otherwise in any such suit, action or proceeding, any claim
      that
      it is not personally subject to the jurisdiction of such courts, that the suit,
      action or proceeding is brought in an inconvenient forum, that the venue of
      the
      suit, action or proceeding is improper or that the related documents or the
      subject matter thereof may not be litigated in or by such courts.

     

    
      
        
        

      

      
        W-5

        
          

        

      

      
        
        

      

    

     

    The
      parties hereto hereby irrevocably waive, to the fullest extent permitted by
      law,
      any and all rights to trial by jury in any legal proceeding arising out of
      or
      relating to this Agreement or the transactions contemplated hereby.

     

    SECTION
      14. Counterparts.

     

    This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but all of which together shall constitute one and the same
      agreement.

     

    SECTION
      15. Trustee
      Capacity.

     

    It
      is
      expressly understood and agreed by the parties hereto that insofar as
      this Agreement is executed by Wells Fargo Bank, N.A. (i) it is
      executed and delivered by such party, not in its individual capacity but solely
      as Trustee under the Trust Agreement in the exercise of the
      powers and authority conferred to and vested in it thereunder, (ii) each of
      the
      representations, undertakings and agreements herein made on behalf of
      the Trust Fund is made and intended not as personal representations,
      undertakings and agreements of the Trustee but is made and intended solely
      for
      the purpose of binding only the Trust Fund, and (iii) under
      no circumstances shall the Trustee  in its individual capacity be
      personally liable for the payment of any indebtedness or expenses or be
      personally liable for the breach or failure of any obligation, representation,
      warranty or covenant made or undertaken under this Agreement or any related
      document.

     

    
      
        
        

      

      
        W-6

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
      executed as of the day and year first above written.

    
      	 	 	 
	 	WELLS
              FARGO BANK,
              N.A.,
	 	
              not
                in its individual capacity but solely as 

              Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:
                

            
	 	
            


    

    
      	 	 	 
	 	
              LEHMAN
                BROTHERS HOLDINGS INC., 

              as
                Valuation Agent

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:

            
	 	
            


    

    
      	 	 	 
	 	[[●]],
	 	
              as
                Share Issuer

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:

            


    

     

    
      
        
        

      

      
        W-7

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    FORM
      OF
      BILL OF SALE

    


    Wells
      Fargo Bank, N.A., not in its individual capacity but solely as trustee (the
      “Trustee”) under a trust agreement dated as of February 1, 2008 (the “Trust
      Agreement”), among Structured Asset Securities Corporation, as depositor, Aurora
      Loan Services LLC, as master servicer and the Trustee for value received and
      pursuant to the terms and conditions of that certain valuation and redemption
      agreement (the “Valuation and Redemption Agreement”) dated as of [●]],
      200_
      among the Trustee, Lehman Brothers Holdings Inc., as valuation agent and
[[●]],
      as
      share issuer (the “Share Issuer”), does hereby sell, assign, transfer, convey
      and deliver to the Share Issuer, its heirs, administrators, representatives,
      successors and assigns, all rights, title and interests of the Trustee, as
      of
      the date hereof, in and to the Shares. 

    


    Capitalized
      terms used but not defined herein have the respective meanings set forth in
      the
      Trust Agreement or the Valuation and Redemption Agreement.

    


    THIS
      BILL
      OF SALE IS EXECUTED WITHOUT RECOURSE AND WITHOUT REPRESENTATIONS OR WARRANTIES
      OF ANY KIND OR NATURE, EXPRESSED, IMPLIED OR IMPOSED BY LAW, EXCEPT AS PROVIDED
      IN THE
      VALUATION AND REDEMPTION AGREEMENT.

    


    EXECUTED
      this ___ day of ________________.

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A., 

            
	 	
              not
                in its individual capacity but solely as 

            
	 	
              Trustee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:

            
	 	
            




    
      
        
        

      

      
        W-8

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

    MORTGAGE
      LOANS

     

    
      
        
        

      

      
        Sch
          A-1