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

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

Closing Certificate and Opinion. On the Closing Date, the Servicer will deliver to the Issuer, the Placement Agent, the Supervisory Servicer, the Noteholders and the Trustee an Opinion of Counsel, dated the Closing Date, in form and substance satisfactory to the Noteholders, as to the due authorization, execution and delivery of this Agreement by the Servicer and the enforceability thereof and such other matters as reasonably requested by the Noteholders. On the Closing Date, the Servicer shall also deliver an Officers' Certificate, dated the Closing Date, signed by two Authorized Officers, to the effect that: (a) the representations and warranties contained in Section 2.1 hereof are true and correct in all material respects as of the Closing Date; (b) no Servicer Default exists hereunder; and (c) the Servicer maintains such errors and omissions insurance and fidelity bond coverage as is required by this Agreement.

Closing Certificate and Opinion. 99 Section 9.16. Standard Hazard and Flood Insurance Policies.............99 Section 9.17. Presentment of Claims and Collection of Proceeds........100 Section 9.18. Maintenance of the Primary Mortgage Insurance Policies................................................100 Section 9.19. Trustee To Retain Possession of Certain Insurance Policies and Documents..................................101 Section 9.20. Realization Upon Defaulted Mortgage Loans...............101 Section 9.21. Compensation to the Master Servicer.....................101 Section 9.22. REO Property............................................102 Section 9.23. Preparation of Tax Returns and Other Reports............102 Section 9.24. Reports to the Trustee..................................103 Section 9.25. Annual Officer's Certificate as to Compliance...........104 Section 9.26. Annual Independent Accountants' Servicing Report........104 Section 9.27.

Closing Certificate and Opinion. On or before the date of closing of a series of Securities, the Master Servicer will deliver to the Issuer an Officer's Certificate, dated the date of the closing of such series of Securities, confirming that the representations and warranties contained in Section 3.09 are true and correct as of such date, and that the underwriters of such series of Securities shall be entitled to rely thereon. The Master Servicer shall cause to be delivered to the underwriters of such series of Securities an opinion of counsel, dated the date of closing on such series of Securities, in form and substance satisfactory to such underwriters, as to the due authorization, execution and delivery of the Master Servicing Agreement by the Master Servicer and the enforceability thereof. The Master Servicer shall also deliver a Certificate dated the date of closing on such series of Securities, signed by two officers, as required under the Indenture, to the effect that: (a) No Event of Default by the Master Servicer has occurred hereunder; (b) To the extent required by any Rating Agency rating the Securities, a guarantee of the performance of certain obligations of the Master Servicer hereunder has been provided; and (c) The Master Servicer maintains such errors and omissions insurance and fidelity bond coverage as is required hereunder.

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

Closing Certificate and Opinion. 5 SECTION 2.5 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING THE LOANS....................6

Closing Certificate and Opinion. 5 SECTION 2.4. FIDELITY BOND AND INSURANCE............................................................5 SECTION 2.5. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING THE LOANS....................6

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