LOAN SERVICNG AGREEMENT 

THIS SERVICING AGREEMENT (this "Loan Servicing Agreement") is made 

and entered into as ofMay 31,2008 by and between MSMC Venture, LLC ("MSMC") 

and Gulf Coast Bank & Trust Company ("Gulf Coast"). 

WHEREAS, MSMC and Market Street Mortgage Corporation ("Participant") 

entered into that certain Participation and Servicing Agreement dated May 6,2008 (the 

"Participation Agreement"); and 

WHEREAS, the Participation Agreement requires that MSMC enter into a 

servicing agreement with a Qualified Servicer to provide for the servicing and 

administration of the Loans; and 

WHEREAS, MSMC has determined that Gulf Coast is a Qualified Servicer; and 

WHEREAS, MSMC has agreed to retain Gulf Coast as the Contract Servicer for 

the Loans and GulfCoast has agreed to service the Loans all on the terms and conditions 

set forth herein; and 

WHEREAS, initially capitalized terms used and not otherwise defined in this 

Loan Servicing Agreement have the meanings assigned to such terms in the Participation 

Agreement; 

NOW THEREFORE, in consideration of the foregoing and the terms and 

conditions set forth herein, the parties hereto intending to be legally bound agree as 

follows: 

1.	 Appointment; General Obligation To Service. Effective as of May 31, 

2008, Gulf Coast is appointed (and accepts the appointment as) Contract 

Servicer for the Loans and any Collateral. Gulf Coast shall service and 

administer the Loans and manage, dispose of and otherwise deal with any 

Collateral and otherwise perform all ofMSMC's servicing obligations 

under the Participation Agreement in strict accordance with the Servicing 

Standards set forth in and the other terms of the Participation Agreement 

(including, without limitation, Article V thereof), and such Servicing 

Standards and other provisions of the Participation Agreement are hereby 

incorporated herein by reference as if set forth in their entirety herein. 

Gulf Coast shall be entitled to retain subservicers as and to the extent 

provided in the Participation Agreement, and a copy of all subservicing 

agreements shall be provided to MSMC and Participant. Subject to the 

other terms and conditions ofthis Loan Servicing Agreement (including, 

witheut limitation, the Servicing Standards), Gulf Coast shall have full 

power and authority, acting alone or through any subservicers, to cause to 

be done any and all things in connection with the servicing and 

administration of the Loans that Gulf Coast may deem nece8sary or 
desirable and Gulf Coast shall take any and all actions as are necessary to 

ensure that MSMC complies with MSMC's servicing obligations under 

the Participation Agreement. 

2.	 Certain Servicing Standards. Without limiting the provisions of Section 1, 

above, Gulf Coast shall comply with its servicing obligations with respect 

to the Loans and the Collateral without regard to (i) any relationship that 

MSMC, or Gulf Coast or any subservicer, or any of their respective 

Affiliates may have to any Borrower, Guarantor or other obligor, or any of 

their respective Affiliates, including any other banking or lending 

relationship, (ii) MSMC's, or Gulf Coast's or any subservicer's obligation 

to make disbursements and advances with respect to the Loans and 

Collateral, (iii) any relationship that Gulf Coast or any subservicer or any 

of their respective Affiliates may have to MSMC or any of its Affiliates, 

and (iv) MSMC's, or Gulf Coast's or any subservicer's right to receive 

compensation for its services. 

3.	 Termination. This Loan Servicing Agreement shall be terminable by 

MSMC upon 30 days prior notice to Gulf Coast upon the occurrence of 

any Event of Default under the Participation Agreement or upon any 

default by Gulf Coast under this Loan Servicing Agreement. Participant, 

as well as MSMC, shall be entitled to exercise MSMC's termination rights 

under this Loan Servicing Agreement. 

4.	 Participant as Third Party Beneficiary. Participant shall be and is hereby 

designated as a third party beneficiary under this Loan Servicing 

Agreement and, as such, Participant is entitled to enforce this Loan 

Servicing Agreement as if Participant were a party hereto. Participant 

shall have no liability under this Loan Servicing Agreement. 

5.	 Participant Remedies Upon Default. Upon the occurrence of any Event of 

Default under the Participation Agreement or any default under this Loan 

Servicing Agreement, Participant may exercise all of the rights of MSMC 

under this Loan Servicing Agreement and shall be entitled to cause the 

termination of this Loan Sale Agreement (as provided in Section 3 above) 

or the assignment of this Loan Servicing Agreement to any other Person, 

in any case, without -payment to Gulf Coast of any termination penalty or 

fee. Gulf Coast acknowledges and agrees that it has reviewed the 

Participation Agreement and, without limiting the foregoing, understands, 

acknowledges and agrees to the rights and remedies available to 

Participant provided for therein upon the occurrence of an Event of 

Default under the Partioipation Agreement. Gulf Coast hereby consents to 

the immediate termination of itself as Contract Servicer upon the 

occurrence of any Event of Default as described in Section 10.01(b) of the 

Participation Agreement. 
6.	 Collection and LIP Accounts. Gulf Coast shall deposit all proceeds from 

the Loans into the Collection Account on a daily basis and under no 

circllmstances are funds, other than proceeds from the Loans and interest 

and earnings thereon, to be deposited into the Collection Account, and 

under no circumstances are any funds, other than LIP Funds and interest 

and earnings thereon, to be deposited into the LIP Account. 

7.	 Assignment. Gulf Coast shall not transfer or assign any of its rights under 

this Loan Servicing Agreement without the prior consent ofParticipant 

and MSMC, other than Gulf Coast's rights to delegate to subservicers 

certain responsibilities as and to the extent provided in this Loan Servicing 

Agreement and in the Participation Agreement, and any transfer in 

violation ofthe foregoing shall be void ab initio and ofno effect. Without 

limiting the generality of the foregoing, Gulf Coast shall not assign, 

pledge or otherwise transfer or purport to assign, pledge or otherwise 

transfer any interest in the servicing to the Loans (other than in connection 

with the sale of any Loan) without the prior consent of Participant and 

MSMC, and any purported assignment, pledge or other transfer in 

violation of this provision shall be void ab initio and of no effect. Subject 

to the foregoing, this Loan Servicing Agreement shall be binding on and 

inure to the benefit of MSMC and Gulf Coast and their respective 

permitted successors and permitted assigns. Gulf Coast and MSMC 

acknowledge that the Loan Servicing Agreement constitutes a personal 

services agreement between MSMC and Gulf Coast. 

8.	 MERS Registration. Gulf Coast shall ensure that all Loans are registered 

on the MERS® system unless default, foreclosure or similar legal or 

MERS requirements dictate otherwise. Gulf Coast shall execute and 

deliver the Electronic Tracking Agreement. 

9.	 Order of Precedence. In the event of any conflict between the provisions 

of this Loan Servicing Agreement and the terms ofthe Participation 

Agreement, the terms ofthe Participation Agreement shall control. 

10.	 MSMC Liability; Agency Relationship. The use of Gulf Coast as the 

Contract Servicer shall not release MSMC from any of its servicing 

obligations or other obligations under the Participation Agreement, and 

MSMC acknowledges and agrees that it shall remain responsible and 

liable for all acts and omissions of Gulf Coast as the Contract Servicer as 

fully as if such acts and omissions were those of MSMC. All actions of 

Gulf Coast as the Contract Servicer pursuant to this Loan Servicing 

Agreement shall be performed as an agent of MSMC and all actions of 

any subservicer retained by Gulf Coast shall be performed as an agent of 

Gulf Coast. 
11.	 Amendments. This Loan Servicing Agreement shall not be amended or 

otherwise modified except in a writing executed by all of the parties hereto 

and approved in writing by Participant. 

12.	 Fidelity Bond; E&O Insurance. Gulf Coast and each subservicer shall at 

all times maintain in effect a blanket fidelity bond and an errors and 

omissions insurance policy affording, in each case, coverage with respect 

to all officers, directors, employees and other Persons acting on behalf of 

Gulf Coast or the subservicer, as applicable, and covering errors and 

omissions in the performance of Gulf Coast's, or the subservicer's, as 

applicable, obligations under this Loan Servicing Agreement and any 

subservicing agreement. The errors and omissions insurance policy and 

the fidelity bond shall be in such form and amount that would meet the 

requirements of Fannie Mae if Fannie Mae were the purchaser of the 

Loans. 

13.	 Regulation AB Policies and Procedures. Gulf Coast shall maintain 

policies and procedures to comply with the provisions of Section 

1122(d)(l )(i) through (iv) of Regul.ation AB, and 1 I 22(d)(4)(i) through 

(xv) of Regulation AB. 

14.	 Maintenance of Books and Records. Gulf Coast shall keep and maintain, 

at all times, at MSMC's principal place ofbusiness, a complete and 

accurate set of files, books and records regarding the Loans and the 

Collateral, and MSMC's and Participant's interests in the Loans and the 

Collateral, including records relating to the LIP Account, the Collection 

Account and Company Advances. This obligation to maintain a complete 

and accurate set ofrecords shall encompass all files in MSMC's custody, 

possession or control pertaining to the Loans and the Collateral, including, 

without limitation, all original and other documentation pertaining to the 

Loans and the Collateral, all documentation relating to items of income 

and expense pertaining to the Loans and the Collateral, and all of 

MSMC's, Gulf Coast's and all subservicers' internal memoranda 

pertaining to the Loans and the Collateral. All such books and records 

shall be maintained and retained until the date that is the later of ten (l0) 

years after the Effective Date of the Participation Agreement or three (3) 

years after the date on which the Final Distribution is made. All such 

books and records shall be available during such period for inspection by 

Participant or its representatives (including any government agency or 

instrumentality) and agents at the office ofMSMC described in Article 

XV of the Participation Agreement of the Participation Agreement at all 

reasonable times during business hours on any Business Days (or, in the 

case of any such inspection after the term hereof, at such other location as 

is provided by notice to Participant), in each instance upon two (2) 

Business Days' prior notice. 
15.	 Review and Audit Rights. Until the later of the date that is ten (10) years 

after the Effective Date of the Participation Agreement and the date that is 

three (3) years after the Final Distribution, Gulf Coast shall, and shall 

cause each subservicer to, (i) provide any representative of Participant 

(including any government agency or instrumentality), during nonnal 

business hours and on reasonable notice, with access to all of the books of 

account, reports and records relating to the Loans or any Collateral or the 

servicing thereof, the LIP Account or the Collection Account, or any 

matters relating to this Agreement or the rights or obligations hereunder, 

(ii) pennit such representatives to make copies of and extracts from the 

same, (iii) allow Participant to cause such books to be audited by 

accountants selected by Participant, and (iv) allow Participant's 

representatives to discuss MSMC's and Gulf Coast's and subservicer's 

affairs, finances and accounts, as they relate to the Loans, the Collateral, 

the Servicing, the LIP Account or the Collection Account, or any matters 

relating to this Loan Servicing Agreement or the Participation Agreement 

or the rights or obligations thereunder, with Gulf Coast's officers, 

directors, employees, accountants (and by this provision Gulf Coast 

hereby authorizes such accountants to discuss such affairs, finances and 

accounts with such representatives), and subservicers, and attorneys. 

16.	 Annual Compliance Certificate. Gulf Coast shall at its expense, and shall 

cause each subservicer at such subservicer's own expense to, deliver to 

Participant, on or before March 15 of each year, commencing in the year 

2009, an officer's certificate stating, as to the signer thereof, that (i) a 

review ofsuch party's activities during the preceding calendar year (or 

portion thereof) and of its perfonnance under this Loan Servicing 

Agreement (or, as applicable, any subservicing agreement) has been made 

under such officer's supervision, and (ii) to the best of such officer's 

knowledge and belief, based on such review, such party has fulfilled all of 

its obligations under this Loan Servicing Agreement (or, as applicable, 

subservicing agreement) 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 and the nature and 

status thereof. In the event Gulf Coast as Contract Servicer or any 

subservicer is tenninated, resigns or otherwise perfonns in such capacity 

for only part of a year, such party shall provide an officer's certificate 

pursuant to this Section with respect to such portion of the year. 

17.	 Annual Compliance Report. On or before March 15 of each year, 

commencing in the year 2009, Gulf Coast shall at its expense, and shall 

cause each subservicer at such subservicer's own expense to, provide a 

report on an assessment of compliance with the servicing requirements in 

this Loan Servicing Agreement (or as applicable, any subservicing 

agreement) that contains (i) a statement by such party of its responsibility 

for assessing compliance with such servicing requirements, (ii) a statement 
that such party used such servicing requirements to assess compliance 

with such servicing requirements, and (iii) such party's assessment of 

compliance with such servicing requirements for the preceding calendar 

year, including ifthere has been any material instance of noncompliance 

with such servicing requirements, a discussion of each such failure and the 

nature and status thereof. 

18.	 Entire Agreement. This Loan Servicing Agreement contains the entire 

agreement between MSMC and Gulf Coast with respect to the subject 

matter hereof and supersedes any and all other prior agreements, whether 

oral or written. 

19.	 Counterparts. This Loan Servicing Agreement may be executed in two (2) 

or more counterparts, each ofwhich shall be deemed an original but all of 

which together shall constitute but one and the same agreement. This 

Loan Servicing Agreement and any amendments hereto, to the extent 

signed and delivered by means of a facsimile machine, shall be treated in 

all manner and respects as an original agreement and shall be considered 

to have the same binding legal effect as if it were the original signed 

version thereof delivered in person. No signatory to this Loan Servicing 

Agreement shall raise the use of a facsimile machine to deliver a signature 

or the fact that any signature or agreement was transmitted or 

communicated through the use of a facsimile machine as a defense to the 

formation or enforceability of a contract and each such Person forever 

waives any such defense. 

20.	 Construction. This Loan Servicing Agreement shall be construed fairly as 

to each party hereto and if at any time any such term or condition is 

desired or required to be interpreted or construed, no consideration shall 

be given to the issue of who actually prepared, drafted or requested any 

term or condition of this Loan Servicing Agreement or any agreement or 

instrument subject hereto. Initially capitalized terms used and not 

otherwise defined in this Loan Servicing Agreement have the meanings 

assigned to such terms in the Participation Agreement. 

21.	 Fees. In consideration for acting as Contract Servicer hereunder, MSMC 

shall pay Gulf Coast the fees and other compensation set forth on Exhibit 

1 hereto. Gulf Coast acknowledges and agrees that neither it nor any 

subservicer shall be entitled to or paid any fees or indemnified by 

Participant or out of any proceeds from the Loans other than that portion 

of the proceeds from the Loans distributed to MSMC in accordance with 

Section 4.01 of the Participation Agreement. 

22.	 Representations, Warranties and Additional Covenants. Each party hereto 

represents and warrants that it is authorized to execute, deliver and 

perform its obligations under this Loan Servicing Agreement. Gulf Coasts 
represents and warrants that it meets the criteria of a Qualified Servicer 

and shall at all times during the term of this Loan Servicing Agreement 

continue to meet the criteria of a Qualified Servicer. 

23.	 GOVERNING LAW. THIS LOAN SERVICING AGREEMENT SHALL 

BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH 

THE LAW OF THE STATE OF NEW YORK EXCLUDING ANY 

CONFLICT OF LAWS RULE A PRINCIPLE THAT MIGHT REFER 

THE GOVERNANCE OR THE CONSTRUCTION OF THIS LOAN 

SERVICING AGREEMENT TO THE LAW OF ANOTHER 

JURISDICTION. Nothing in this Agreement shall require any unlawful 

action or inaction by any party hereto. 

24.	 WAIVER OF JURY TRIAL. GULF COAST AND MSMC EACH 

HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES 

ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY 

DISPUTE ARISING OUT OF OR RELATING TO THIS LOAN 

SERVICING AGREEMENT AND AGREES THAT ANY SUCH 

DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT 

A JURY. 

25.	 Jurisdiction and Venue. Gulf Coast and MSMC each hereby irrevocably 

and unconditionally (i) agrees that any suit, action or proceeding instituted 

against it by Participant with respect to this Loan Servicing Agreement 

may be instituted, and that any suit, action or proceeding by him, her or it 

against Participant with respect to this Loan Servicing Agreement shall be 

instituted, only in the Supreme Court of the State of New York, County of 

New York, or in the U.S. District Court for the Southern District ofNew 

York or in the United States District Court for the District of Columbia 

(and appellate courts from any ofthe foregoing) as the party instituting 

such suit, action or proceeding may in his, her or its sole discretion elect, 

(ii) consents and submits, for himself, herself or itself and its property, to 

the jurisdiction of such courts for the purpose of any such suit, action or 

proceeding instituted against him, her or it by any other party; (iii) agrees 

that a final judgment in any such suit, action or proceeding shall be 

conclusive and may be enforced in other jurisdictions by suit on the 

judgment or in any other manner provided by Law; (iv) waives any 

objection that it may now or hereafter have to the laying of venue of any 

suit, action or proceeding arising out of or relating to this Loan Servicing 

Agreement brought in any court specified above; (v) waives any claim that 

any such suit, action or proceeding brought in any such court has been 

brought in an inconvenient forum; and (vi) agrees not to plead or claim 

any objection or claim referred to in clauses (iv) or (v). 

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