EXECUTION

     

     

     

    STARM
      MORTGAGE LOAN TRUST 2007-4

     

    MORTGAGE
      PASS-THROUGH CERTIFICATES

     

    SERIES
      2007-4

     

     

     

    MASTER
      SERVICING

     

    and

     

    TRUST
      AGREEMENT

     

     

     

    among

     

     

     

    GS
      MORTGAGE SECURITIES CORP.,

    as
      Depositor,

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY,

    as
      Trustee,

     

    SUNTRUST
      BANK,

    as
      Custodian,

     

    and

     

    WELLS
      FARGO BANK, N.A.,

    as
      Securities Administrator and Master Servicer

     

     

    Dated
      as of September 1, 2007

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    TABLE
      OF CONTENTS

    Page

    
      

        
          	
                  ARTICLE
                    I
                    DEFINITIONS

                	
                  1

                
	 	 	 
	
                  Section
                    1.01

                	
                  Standard
                    Terms

                	
                  1

                
	
                  Section
                    1.02

                	
                  Defined
                    Terms

                	
                  2

                
	 	 
	
                  ARTICLE
                    II
                    FORMATION OF TRUST; CONVEYANCE OF MORTGAGE LOANS; APPOINTMENT
                    OF
                    CUSTODIAN

                	
                  13

                
	 	 	 
	
                  Section
                    2.01

                	
                  Conveyance
                    to the Trustee

                	
                  13

                
	
                  Section
                    2.02

                	
                  Acceptance
                    by the Trustee

                	
                  14

                
	
                  Section
                    2.03

                	
                  REMIC
                    Elections and REMIC Designation

                	
                  14

                
	
                  Section
                    2.04

                	
                  Appointment
                    of Custodian

                	
                  18

                
	 	 
	
                  ARTICLE
                    III
                    REMITTING TO CERTIFICATEHOLDERS

                	
                  20

                
	 	 	 
	
                  Section
                    3.01

                	
                  Distributions
                    to Certificateholders

                	
                  20

                
	
                  Section
                    3.02

                	
                  Allocation
                    of Realized Losses and Shortfalls

                	
                  24

                
	
                  Section
                    3.03

                	
                  Crossover
                    Amounts

                	
                  25

                
	 	 
	
                  ARTICLE
                    IV
                    THE SECURITIES

                	
                  26

                
	 	 	 
	
                  Section
                    4.01

                	
                  The
                    Certificates

                	
                  26

                
	
                  Section
                    4.02

                	
                  Denominations

                	
                  26

                
	
                  Section
                    4.03

                	
                  Redemption
                    of Certificates

                	
                  26

                
	
                  Section
                    4.04

                	
                  Securities
                    Laws Restrictions

                	
                  27

                
	 	 
	
                  ARTICLE
                    V
                    MISCELLANEOUS PROVISIONS

                	
                  27

                
	 	 	 
	
                  Section
                    5.01

                	
                  Request
                    for Opinions

                	
                  27

                
	
                  Section
                    5.02

                	
                  Schedules
                    and Exhibits

                	
                  27

                
	
                  Section
                    5.03

                	
                  Governing
                    Law

                	
                  27

                
	
                  Section
                    5.04

                	
                  Counterparts

                	
                  28

                
	
                  Section
                    5.05

                	
                  Notices

                	
                  28

                



          
            
              
              

            

            
              ii

              
                

              

            

            
              
              

            

          



      

    

     

    SCHEDULES
      AND EXHIBITS

     

    
      	
              Schedule
                I

            	
              Mortgage
                Loans

            


    

     

    
      	
              Exhibit
                A

            	
              Forms
                of Certificates

            


    

    
      
        	
                Exhibit
                  B

              	
                Custodial
                  Agreement

              


      

    

     

     

     

     

     

     

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

     

    MASTER
      SERVICING AND TRUST AGREEMENT

    


    THIS
      MASTER SERVICING AND TRUST AGREEMENT dated as of September 1, 2007 (this
“Trust
      Agreement”),
      is
      hereby executed by and among GS MORTGAGE SECURITIES CORP., a Delaware
      corporation (the “Depositor”),
      DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (in such capacity, the
“Trustee”),
      SUNTRUST BANK, as custodian (the “Custodian”),
      and
      WELLS FARGO BANK, N.A., as securities administrator (in such capacity, the
      “Securities
      Administrator”)
      and
      master servicer (in such capacity, the “Master
      Servicer”).
      

    


    PRELIMINARY
      STATEMENT

    


    WHEREAS,
      the Depositor is duly authorized to form STARM Mortgage Loan Trust 2007-4 as
      a
      trust (the “Trust”
or
      the
“Trust
      Fund”)
      to
      issue a series of securities with an aggregate initial outstanding principal
      balance of $777,347,152 to be known as the Mortgage Pass-Through Certificates,
      Series 2007-4 (the “Certificates”).
      The
      Trust Fund is formed by this Trust Agreement, which fully incorporates by
      reference the Standard Terms to Master Servicing and Trust Agreement September
      2007 Edition (the “Standard
      Terms”).
      The
      Certificates in the aggregate evidence the entire beneficial ownership in the
      Trust Fund. The Certificates consist of the 16 Classes of publicly offered
      certificates and 3 Classes of privately placed certificates set forth in Section
      2.03(b) herein.

    


    WHEREAS,
      pursuant to Section 11.01 of the Standard Terms, the Securities Administrator,
      on behalf of the Trust Fund, will make an election to treat all of the assets
      of
      the Trust Fund as three real estate mortgage investment conduits (each, a
“REMIC”
and,
      individually, “REMIC I”,
      “REMIC II”
and
      “REMIC III”)
      for federal income tax purposes. The “startup
      day”
of
      each
      REMIC for purposes of the REMIC Provisions is the Closing Date.

    


    NOW,
      THEREFORE, in consideration of the mutual promises, covenants, representations
      and warranties hereinafter set forth, the Depositor, the Trustee, the Custodian,
      the Securities Administrator and the Master Servicer agree as
      follows:

    


    ARTICLE
      I

    


    DEFINITIONS

    


    Section
      1.01 Standard
      Terms. The
      Depositor, the Trustee, the Custodian, the Securities Administrator and the
      Master Servicer acknowledge that the Standard Terms prescribe certain
      obligations of each such entity, with respect to the Certificates. The
      Depositor, the Trustee, the Securities Administrator, the Custodian and the
      Master Servicer agree to observe and perform such prescribed duties,
      responsibilities and obligations, pursuant to the terms and conditions thereof
      and of this Trust Agreement, and acknowledge that, except to the extent
      inconsistent with the provisions of this Trust Agreement, the Standard Terms
      are
      and shall be a part of this Trust Agreement to the same extent as if set forth
      herein in full.

    



    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    Section
      1.02 Defined
      Terms.Capitalized
      terms used but not defined herein shall have the respective meanings assigned
      to
      them in Section 1.01 of the Standard Terms or in the Sale and Servicing
      Agreement. In the event of a conflict between the Standard Terms and the Sale
      and Servicing Agreement, the Sale and Servicing Agreement shall govern. In
      the
      event of a conflict between the Standard Terms and this Trust Agreement, this
      Trust Agreement shall govern. As used herein, the following terms shall have
      the
      respective meanings assigned thereto:

    


    “Accrued
      Certificate Interest”:
      With
      respect to any Class of Certificates and any Distribution Date the sum of (a)
      Certificate Interest for the related Interest Accrual period for such Class
      of
      Certificates and (b) the aggregate of all Accrued Certificate Interest that
      remains unpaid from prior Distribution Dates.

    


    “Administrative
      Cost Rate”:
      For
      each Mortgage Loan, the applicable Servicing Fee Rate plus the Master Servicing
      Fee Rate plus the Lender Paid Mortgage Insurance Rate, if
      applicable.

    


    “Affected
      Senior Certificate”:
      As
      defined in Section 3.03 hereof.

    


    “Affected
      Subordinate Certificate”:
      As
      defined in Section 3.01(g) hereof.

    


    “Assignment
      Agreement”:
      The
      Assignment, Assumption and Recognition Agreement dated as of September 1, 2007,
      among the Depositor, as assignor, the Trustee, as assignee, and SunTrust, as
      seller and servicer.

    


    “Available
      Distribution Amount”:
      For
      any Distribution Date and any Loan Group, the aggregate for all of the Mortgage
      Loans in such Loan Group of the following amounts:

    


    (1) the
      total
      amount of all cash received from or on behalf of the Borrowers or advanced
      by
      the Servicer or the Master Servicer (or other successor master servicer) as
      successor servicer in the event the Servicer fails to make such required
      advances, or by the Trustee in its capacity as successor master servicer in
      the
      event the Master Servicer fails to make any such required advances, in each
      case
      pursuant to Section 3.05 of the Standard Terms on the Mortgage Loans in such
      Loan Group and not previously distributed, Compensating Interest Payments made
      by the Servicer (or the Master Servicer or the Trustee in its capacity as
      successor Master Servicer, as the case may be) and proceeds of Mortgage Loans
      that are liquidated, except:

    


    (a) all
      Scheduled Payments collected but due on a Due Date after such Distribution
      Date;

    


    (b) all
      Curtailments received after the previous calendar month;

    


    (c) all
      Payoffs received after the previous calendar month (together with any interest
      payment received with such Payoffs to the extent that such Payoffs represent
      the
      payment of interest accrued on such Mortgage Loans for the period after the
      previous calendar month);

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (d) Liquidation
      Proceeds and Insurance Proceeds received on the Mortgage Loans in such Loan
      Group after the previous calendar month;

    


    (e) all
      amounts in the REMIC I Distribution Account from Mortgage Loans in the related
      Loan Groups that are then due and payable to the applicable Servicer under
      the
      related Sale and Servicing Agreement;

    


    (f) the
      Servicing Fee for each Mortgage Loan in such Loan Group, net of any amounts
      payable as compensating interest by the applicable Servicer on that Distribution
      Date;

    


    (g) any
      Crossover Amount from such Loan Group required to be allocated to any other
      Loan
      Group pursuant to Section 3.03; and

    


    (h) such
      Loan
      Group’s share of all related indemnification amounts and other amounts
      reimbursable on such Distribution Date to the Master Servicer, the Securities
      Administrator, the Custodian and the Trustee as provided herein or in the
      Standard Terms.

    


    (2) the
      total
      amount of any cash received by the Securities Administrator or the Servicer
      (or
      the Master Servicer or the Trustee) from the repurchase by the Seller of any
      Mortgage Loans pursuant to the Assignment Agreement or Sale and Servicing
      Agreement, together with any Substitution Adjustment Amount received by the
      Securities Administrator in connection with the substitution by the Depositor
      of
      a Qualified Substitute Mortgage Loan for a Deleted Mortgage Loan pursuant to
      Section 2.03 of the Standard Terms to this Trust Agreement, in each case as
      a
      result of defective documentation or breach of representations and warranties
      (provided that the obligation to repurchase arose before the related Due
      Date);

    


    (3) any
      Crossover Amount from any other Loan Group required to be allocated to such
      Loan
      Group pursuant to Section 3.03; and

    


    (4) any
      Subsequent Recoveries received with respect to the Mortgage Loans in such Loan
      Group.

    


    “Book-Entry
      Certificates”:
      The
      Senior Certificates (other than the Residual Certificates) and the Subordinate
      Certificates.

    


    “Certificate
      Group”:
      Any of
      the Group 1 Certificates, the Group 2 Certificates, Group 3 Certificates and
      the
      Group 4 Certificates, as applicable.

    


    “Certificate
      Interest”:
      For
      each Class of Certificates, on each Distribution Date, an amount equal to the
      product of (a) the Certificate Rate for such Class, (b) a fraction,
      the numerator of which is 30 and the denominator of which is 360, and
      (c) the applicable Class Principal Balance, as applicable.

    



    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Certificate
      Rate”:
      With
      respect to each Class of Certificates on any Distribution Date, the percentage
      per
      annum
      rate or
      other entitlement to interest described in Section 2.03 hereof.

    


    “Certificates”:
      The
      Class 1A1, Class 1A2, Class 2A1, Class 2X, Class 2A2, Class 2A3, Class 3A1,
      Class 3A2, Class 4A1, Class 4A2, Class M, Class B1, Class B2, Class B3, Class
      B4, Class B5, Class B6, Class RC and Class R Certificates.

    


    “Class”:
      Each
      class of Certificates or REMIC Interests.

    


    “Class
      2X Notional Amount”:
      Initially shall be $95,418,000, and with respect to each Distribution Date,
      will
      be equal to the Class Principal Balance of the Class 2A2
      Certificates.

    


    “Class
      B Certificates”:
      The
      Class B1, Class B2, Class B3, Class B4, Class B5, and Class B6
      Certificates.

    


    “Class
      I Interests”:
      The
      Class I-1B, Class I-1Q, Class I-2B, Class I-2Q, Class I-3B, Class I-3Q, Class
      I-4B and Class I-4Q Interests, each of which shall constitute a class of regular
      interests in REMIC I.

    


    “Class
      Principal Balance”:
      With
      respect to each Class of Certificates (other than the Class 2X Certificates)
      or
      Interests, as of the close of business on any Distribution Date, the initial
      balance of such Class of Certificates or Interests set forth in Section 2.03(b)
      reduced by (a) all principal payments (other than payments in reimbursement
      of
      Realized Losses) previously distributed to such Class of Certificates or
      Interests in accordance with the Trust Agreement, and (b) all Realized Losses,
      if any, previously allocated to such Class of Certificates or Interests pursuant
      to the Trust Agreement, and increased by (c) the amount of any Subsequent
      Recoveries allocated to that Class. 

    


    “Class
      R Certificates”:
      The
      Certificates constituting the sole class of “residual interest” (as defined in
      Code Section 860G(a)(2)) in REMIC II and REMIC III.

    


    “Class
      RC Certificates”:
      The
      Certificates constituting the sole class of “residual interest” (as defined in
      Code Section 860G(a)(2)) in REMIC I.

    


    “Closing
      Date”:
      September 24, 2007.

    


    “CMT
      Rate”:
      Not
      applicable.

    


    “Crossover
      Amounts”:
      Amounts related to a Loan Group that are required to be paid to the Senior
      Certificates related to another Loan Group pursuant to Section
      3.03.

    


    “Curtailments”:
      Voluntary partial prepayments on a Mortgage Loan (i.e.,
      not
      including Payoffs, Liquidation Proceeds, Insurance Proceeds, or Condemnation
      Proceeds).

    



    
      
        
        

      

      
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    “Custodial
      Agreement”:
      The
      custodial agreement dated as of September 1, 2007, between the Depositor and
      the
      Custodian and acknowledged by the Trustee, a copy of which is attached hereto
      as
      Exhibit B. 

    


    “Custodian”:
      SunTrust Bank, in its capacity as custodian under the Custodial Agreement,
      and
      any successor Custodian thereunder.

    


    “Cut-Off
      Date”:
      September 1, 2007.

    


    “Delinquency/Loss
      Test”:
      The
      test as to whether on any Distribution Date: (A) the aggregate outstanding
      principal balance of the Mortgage Loans delinquent 60 days or more (including
      Mortgage Loans in bankruptcy or foreclosure and REO Property) averaged over the
      immediately preceding three-month period is less than or equal to 50% of the
      aggregate outstanding Class Principal Balance of the Subordinate Certificates
      as
      of such Distribution Date, and (B) cumulative Realized Losses as of each
      Distribution Date prior to October 2015, October 2016, October 2017 and
      October 2018 (and each October thereafter) do not exceed 30%, 35%, 40%, 45%
      and
      50%, respectively, of the aggregate initial Class Principal Balance of
      Subordinate Certificates.

    


    “Distribution
      Date”:
      The
      25th day of each month, or if such day is not a Business Day, the next Business
      Day following such day. The initial Distribution Date shall be October 25,
      2007.

    


    “Due
      Date”:
      For
      any Mortgage Loan, the first day in each calendar month.

    


    “Due
      Period”:
      With
      respect to each Distribution Date, the period beginning on the second day of
      the
      month preceding the month of such Distribution Date and ending on, and
      including, the first day of the month of such Distribution Date.

    


    “ERISA-Qualifying
      Underwriting”:
      A best
      efforts or firm commitment underwriting or private placement that meets the
      requirements of Prohibited Transaction Exemption 89-88 (Exemption Application
      No. D-7573), as amended by PTE 2007-5 (Exemption Application No. D-11370),
      as
      amended (or any successor thereto), or any substantially similar administrative
      exemption granted by the U.S. Department of Labor.

    


    “Fitch”:
      Fitch
      Ratings, and its successors in interest.

    


    “Group
      1 Certificates”:
      The
      Class R, Class RC, Class 1A1 and Class 1A2 Certificates. The Group 1
      Certificates are related to Loan Group 1.

    


    “Group
      2 Certificates”:
      The
      Class 2A1, Class 2A2, Class 2A3 and Class 2X Certificates. The Group 2
      Certificates are related to Loan Group 2.

    


    “Group
      3 Certificates”:
      The
      Class 3A1 and Class 3A2 Certificates. The Group 3 Certificates are related
      to
      Loan Group 3.

    


    “Group
      4 Certificates”:
      The
      Class 4A1 and Class 4A2 Certificates. The Group 4 Certificates are related
      to
      Loan Group 4.

    



    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    “Group
      1 Loans”:
      The
      Mortgage Loans in Loan Group 1.

    


    “Group
      2 Loans”:
      The
      Mortgage Loans in Loan Group 2.

    


    “Group
      3 Loans”:
      The
      Mortgage Loans in Loan Group 3.

    


    “Group
      4 Loans”:
      The
      Mortgage Loans in Loan Group 4.

    


    “Group
      Subordinate Amount”:
      As to
      any Distribution Date and (i) the Mortgage Loans in Loan Group 1, shall be
      equal
      to the excess of the aggregate Scheduled Principal Balance of the Mortgage
      Loans
      in Loan Group 1 for the preceding Distribution Date over the aggregate Class
      Principal Balance of the Group 1 Certificates after giving effect to
      distributions on such preceding Distribution Date; (ii) the Mortgage Loans
      in
      Loan Group 2, shall be equal to the excess of the aggregate Scheduled Principal
      Balance of the Mortgage Loans in Loan Group 2 for the preceding Distribution
      Date over the aggregate Class Principal Balance of the Group 2 Certificates
      (other than the Class 2X Certificates) after giving effect to distributions
      on
      such preceding Distribution Date; (iii) the Mortgage Loans in Loan Group 3,
      shall be equal to the excess of the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans in Loan Group 3 for the preceding Distribution Date over the
      aggregate Class Principal Balance of the Group 3 Certificates after giving
      effect to distributions on such preceding Distribution Date; and (iv) the
      Mortgage Loans in Loan Group 4, shall be equal to the excess of the aggregate
      Scheduled Principal Balance of the Mortgage Loans in Loan Group 4 for the
      preceding Distribution Date over the aggregate Class Principal Balance of the
      Group 4 Certificates after giving effect to distributions on such preceding
      Distribution Date

    


    “Interest
      Accrual Period”:
      For
      any Distribution Date and each Class of Certificates, the calendar month
      preceding the month in which such Distribution Date occurs, calculated on the
      basis of a 360-day year consisting of twelve thirty-day months.

    


    “Interest
      Only Certificate”:
      Any
      Class 2X Certificate.

    


    “Junior
      Subordinate Certificates”:
      The
      Class B4, Class B5 and Class B6 Certificates.

    


    “Lender
      Paid Mortgage Insurance Amount”:
      With
      respect to any Lender Paid Mortgage Insurance Loan, the interest portion of
      each
      Scheduled Payment that is paid by the related Borrower that will be used by
      the
      Servicer to pay the monthly premium of the “lender paid” primary insurance
      policy on such Lender Paid Mortgage Insurance Loan, which is calculated by
      multiplying the Scheduled Principal Balance as of the related date of
      determination on such Lender Paid Mortgage Insurance Loan by the applicable
      Lender Paid Mortgage Insurance Rate.

    


    “Lender
      Paid Mortgage Insurance Loan”:
      Not
      applicable.

    


    “Lender
      Paid Mortgage Insurance Rate”:
      With
      respect to any Lender Paid Mortgage Insurance Loan, a per annum rate equal
      to
      the percentage indicated on the Mortgage Loan Schedule under the heading “Lender
      Paid Mortgage Insurance Rate.”

    



    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    “LIBOR”:
      Not
      applicable.

    


    “LIBOR
      Certificates”:
      Not
      applicable.

    


    “LIBOR
      Determination Date”:
      Not
      applicable.

    


    “Liquidated
      Mortgage Loan”:
      A
      Mortgage Loan for which the Servicer has determined that it has received all
      amounts that it expects to recover from or on account of the Mortgage Loan,
      whether from Insurance Proceeds, Liquidation Proceeds, the liquidation of any
      assets pledged for the further security of such Mortgage Loan in addition to
      the
      Mortgaged Property or otherwise.

    


    “Liquidation
      Principal”:
      For
      any Distribution Date, the principal portion of Liquidation Proceeds received
      with respect to each Mortgage Loan that became a Liquidated Mortgage Loan during
      the calendar month preceding the month of the Distribution Date.

    


    “Loan
      Group 1”:
      The
      aggregate of the Mortgage Loans identified on Schedule I as being included
      in
      Loan Group 1.

    


    “Loan
      Group 2”:
      The
      aggregate of the Mortgage Loans identified on Schedule I as being included
      in
      Loan Group 2.

    


    “Loan
      Group 3”:
      The
      aggregate of the Mortgage Loans identified on Schedule I as being included
      in
      Loan Group 3.

    


    “Loan
      Group 4”:
      The
      aggregate of the Mortgage Loans identified on Schedule I as being included
      in
      Loan Group 4.

    


    “London
      Business Day”:
      Not
      applicable.

    


    “Master
      Servicer”:
      Wells
      Fargo Bank, N.A., in its capacity as Master Servicer under this Trust Agreement,
      or its successor in interest in such capacity.

    


    “Master
      Servicer Investment Period”:
      The
      period between each Remittance Date and Distribution Date.

    


    “Master
      Servicing Fee”:
      With
      respect to each Distribution Date and each Mortgage Loan, the aggregate amount
      payable to the Master Servicer with respect to such Mortgage Loan, which amount
      payable is equal to one-twelfth of the Master Servicing Fee Rate multiplied
      by
      the Scheduled Principal Balance of such Mortgage Loan as of the beginning of
      the
      Due Period related to such Distribution Date.

    


    “Master
      Servicing Fee Rate”:
      For
      each Mortgage Loan, a per annum rate of 0.000%.

    


    “Moody’s”:
      Moody’s Investors Service, Inc.

    


    “Mortgage
      Loans”:
      The
      mortgage loans listed on Schedule I hereto.

    



    
      
        
        

      

      
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    “Net
      Rate”:
      With
      respect to each Mortgage Loan, the interest rate of such Mortgage Loan less
      the
      Administrative Cost Rate applicable to such Mortgage Loan. For purposes of
      calculating the Certificate Rates of the REMIC Interests and Certificates,
      the
      Net Rate of a Mortgage Loan shall be calculated without regard to any
      modification, waiver or amendment of the interest rate of the Mortgage Loan,
      whether agreed to by any Servicer or resulting from a bankruptcy, insolvency
      or
      similar proceeding involving the related Borrower. Further, in the case of
      any
      Distribution Date and any Mortgage Loan that has a first payment date after
      the
      first day of the related Due Period, the Net Rate of such Mortgage Loan shall
      be
      treated as zero for purposes of calculating the Certificate Rates of the REMIC
      Interests and the Certificates.

    


    “Net
      WAC Rate”:
      With
      respect to any Distribution Date and each Loan Group, the per annum rate equal
      to a fraction (i) the numerator of which is the sum, for each Mortgage Loan
      in such Loan Group, of the product of (x) the Net Rate in effect for such
      Mortgage Loan as of the beginning of the related Due Period and (y) the
      Scheduled Principal Balance of such Mortgage Loan as of the beginning of the
      related Due Period (after taking into account scheduled payments of principal
      on
      such date), and (ii) the denominator of which is the aggregate Scheduled
      Principal Balance of the Mortgage Loans in such Loan Group as of the beginning
      of the related Due Period.

    


    “Notional
      Amount”:
      The
      Class 2X Notional Amount. For the avoidance of doubt, the Notional Amount is
      used to calculate distributions of interest on the Class 2X Certificates, but
      is
      not a principal amount or other amount to which a Certificateholder is
      entitled.

    


    “Order
      of Priority”:
      Sequentially, to the Class M, Class B1, Class B2, Class B3, Class B4, Class
      B5
      and Class B6 Certificates, in that order.

    


    “Payoffs”:
      Voluntary prepayments in full on a Mortgage Loan.

    


    “Prepayment
      Period”:
      As to
      each Distribution Date, the preceding calendar month.

    


    “Principal
      Payment Amount”:
      For
      any Distribution Date and any Loan Group, the sum, for all Mortgage Loans in
      such Loan Group, of the portion of Scheduled Payments due on the Due Date
      immediately before the Distribution Date that are allocable to principal on
      the
      Mortgage Loans in such Loan Group.

    


    “Principal
      Prepayment Amount”:
      For
      any Distribution Date and any Loan Group, the sum, for all of the Mortgage
      Loans
      in such Loan Group, of all Payoffs and Curtailments that were received during
      the related Prepayment Period.

    


    “Private
      Certificate”:
      Any
      Class B4, Class B5 or Class B6 Certificate.

    


    “Rating
      Agency”:
      Each
      of S&P, Moody’s and Fitch.

    


    “Record
      Date”:
      For
      any Distribution Date and any Class of Certificates, the last Business Day
      of
      the related Interest Accrual Period.

    



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    “Reference
      Banks”:
      Not
      applicable.

    


    “Regular
      Certificates”:
      The
      Senior Certificates (other than the Residual Certificates) and the Subordinate
      Certificates.

    


    “Regular
      Interests”:
      The
      REMIC I Regular Interests and REMIC II Regular Interests.

    


    “REMIC”:
      Any of
      REMIC I, REMIC II or REMIC III.

    


    “REMIC
      Interests”:
      Each
      Class of Regular Interests and the Class RC and Class R Certificates issued
      pursuant to Section 2.03.

    


    “REMIC
      I”:
      One of
      the real estate mortgage investment conduits created
      in the Trust, the assets of which consist of the Mortgage Loans and the REMIC
      I
      Distribution Account.

    


    “REMIC
      I Regular Interests”:
      The
      regular interests issued by REMIC I, consisting of the Class I
      Interests.

    


    “REMIC
      I Subordinated Balance Ratio”:
      The
      ratio
      among the principal balances of the Class I-1B Interest, Class I-2B Interest,
      Class I-3B and Class I-4B Interest equal to the ratio among the Group
      Subordinate Amounts for each of Loan Group 1, Loan Group 2, Loan Group 3 and
      Loan Group 4.

    


    “REMIC
      II”:
      One of
      the real estate mortgage investment conduits created
      in the Trust, the assets of which consist of the REMIC I Regular Interests
      and
      the REMIC II Distribution Account.

    


    “REMIC
      II Regular Interests”:
      The
      regular interests issued by REMIC II.

    


    “REMIC
      III”:
      One of
      the real estate mortgage investment conduits created in the Trust, the assets
      of
      which consist of the Certificate Account and the REMIC II Regular
      Interests.

    


    “REMIC
      III Regular Interests”:
      The
      regular interests issued by REMIC III, consisting of the Certificates (other
      than the Residual Certificates).

    


    “Remittance
      Date”:
      The
      22nd
      day of
      each month, or if such day is not a Business Day, the business day immediately
      preceding such date, as set forth in the Sale and Servicing
      Agreement.

    


    “Residual
      Certificates”:
      The
      Class R and Class RC Certificates.

    


    “Retained
      Certificate”:
      Until
      subject to an ERISA-Qualifying Underwriting, any Class 1A2, Class 2A3, Class
      4A2, Class B1, Class B2 or Class B3 Certificate.

    


    “S&P”:
      Standard
      & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.,
      and its successors in interest.

    



    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    “Sale
      and Servicing Agreement”:
      The
      Sale and Servicing Agreement dated as of September 1, 2007 by and between
      SunTrust and the Depositor.

    


    “Scheduled
      Payment”:
      For
      each Mortgage Loan, payments of interest and principal scheduled to be paid
      on
      each Due Date in accordance with the terms of related Mortgage
      Note.

    


    “Securities
      Administrator”:
      Wells
      Fargo Bank, N.A. in its capacity as Securities Administrator under this Trust
      Agreement, or its successor in interest in such capacity.

    


    “Securities
      Administrator Fee”:
      Not
      applicable. 

    


    “Seller”:
      SunTrust Mortgage, Inc.

    


    “Senior
      Certificates”:
      Collectively, the Class 1A1, Class 1A2, Class 2A1, Class 2X, Class 2A2, Class
      2A3, Class 3A1, Class 3A2, Class 4A1, Class 4A2, Class R and Class RC
      Certificates.

    


    “Senior
      Liquidation Amount”:
      For
      any Distribution Date and any Loan Group, shall equal the aggregate, for each
      Mortgage Loan in such Loan Group that became a Liquidated Mortgage Loan during
      the calendar month preceding the month of that Distribution Date, of the lesser
      of (i) the applicable Senior Percentage of the Scheduled Principal Balance
      of that Mortgage Loan and (ii) the applicable Senior Prepayment Percentage
      of the Liquidation Principal derived from such Mortgage Loan.

    


    “Senior
      Percentage”:
      For
      any Distribution Date and any Loan Group, shall equal the lesser of
      (a) 100% and (b) the sum of the Class Principal Balances (immediately
      before such Distribution Date) of the Senior Certificates related to such Loan
      Group, divided by the
      aggregate Scheduled Principal Balance of the Mortgage Loans in such Loan Group
      as of the beginning of the Due Period related to such Distribution
      Date.

    


    “Senior
      Prepayment Amount”:
      For
      any Distribution Date and any Loan Group, the product of (i) the applicable
      Senior Prepayment Percentage and (ii) the Principal Prepayment Amount for
      such Loan Group received during the related Prepayment Period.

    


    “Senior
      Prepayment Percentage”:
      For
      each Distribution Date and any Loan Group, the applicable Senior Percentage
      for
      such Distribution Date, plus
      the
      percentage of the Subordinate Percentage for the applicable Loan Group or Loan
      Groups identified below for the period during which such Distribution Date
      occurs:

    



    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    


    
      	
              Distribution
                Date

            	 	
              Percent
                of Applicable

              Subordinate
                Percentage

            
	
              October
                2007 through September 2014

            	 	
              100%

            
	
              October
                2014 through September 2015

            	 	
               
                70%

            
	
              October
                2015 through September 2016

            	 	
               
                60%

            
	
              October
                2016 through September 2017

            	 	
               
                40%

            
	
              October
                2017 through September 2018

            	 	
               
                20%

            
	
              October
                2018 and thereafter

            	
            	
                 
                0%

            


    

    


    provided,
      however,
      that,
      (i) on any Distribution Date, if the Senior Percentage for any Loan Group for
      such Distribution Date exceeds the initial Senior Percentage of such Loan Group
      as of the Closing Date, then the Senior Prepayment Percentage for each Loan
      Group and that Distribution Date shall equal 100%; (ii) if before the
      Distribution Date in October 2010, (x) the combined Subordinate Percentage
      for all Loan Groups for such Distribution Date is greater than or equal to
      twice
      the combined Subordinate Percentage as of the Closing Date and (y) the
      aggregate amount of Realized Losses realized on the Mortgage Loans in all Loan
      Groups is less than or equal to 20% of the initial aggregate Class Principal
      Balance of the Subordinate Certificates, then the Senior Prepayment Percentage
      for each Loan Group for such Distribution Date shall equal the Senior Percentage
      for such Loan Group plus 50% of the Subordinate Percentage for that Distribution
      Date; and (iii) if on or after the Distribution Date in October 2010,
      (x) the Subordinate Percentage for all Loan Groups for such Distribution
      Date is greater than or equal to twice the combined Subordinate Percentage
      as of
      the Closing Date and (y) the aggregate amount of Realized Losses realized
      on the Mortgage Loans in all Loan Groups is less than or equal to 30% of the
      initial aggregate Class Principal Balance of the Subordinate Certificates,
      then
      the Senior Prepayment Percentage for each Loan Group for such Distribution
      Date
      shall equal the Senior Percentage for such Loan Group for such Distribution
      Date; and provided,
      further,
      that if
      the Delinquency/Loss Test is not satisfied as of the respective Distribution
      Date, the Senior Prepayment Percentage for all Loan Groups, for the related
      Distribution Date shall equal 100%. If on any Distribution Date the allocation
      to the Senior Certificates in the percentage required would reduce the sum
      of
      the Class Principal Balances of the Senior Certificates related to a Loan Group
      below zero, the Senior Prepayment Percentage for such Distribution Date and
      such
      Loan Group shall be limited to the percentage necessary to reduce such sum
      to
      zero.

    


    “Senior
      Principal Distribution Amount”:
      For
      each Distribution Date and each Loan Group, the sum of: (i) the applicable
      Senior Percentage of the Principal Payment Amount for such Loan Group, (ii)
      the
      applicable Senior Prepayment Percentage of the Principal Prepayment Amount
      for
      such Loan Group, (iii) the Senior Liquidation Amount for such Loan Group, (iv)
      Crossover Amounts (allocable to principal), if any, received from the other
      Loan
      Groups and (v) the applicable Senior Prepayment Percentage of any Subsequent
      Recoveries, with respect to the Mortgage Loans in such Loan Group.

    



    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    “Senior
      Subordinate Certificates”:
      The
      Class M, Class B1, Class B2 and Class B3 Certificates.

    


    “Senior
      Support Certificates”:
      The
      Class 1A2, Class 2A3, Class 3A2 and Class 4A2 Certificates.

    


    “Servicer”:
      SunTrust Mortgage, Inc.

    


    “Servicing
      Fee”:
      With
      respect to each Distribution Date and each Mortgage Loan, the aggregate amount
      payable to the Servicer with respect to such Mortgage Loan, which amount payable
      is equal to one-twelfth of the Servicing Fee Rate multiplied by the Scheduled
      Principal Balance of such Mortgage Loan as of the beginning of the Due Period
      related to such Distribution Date.

    


    “Servicing
      Fee Rate”:
      For
      each Mortgage Loan, a per annum rate equal to 0.250%.

    


    “Standard
      Terms”:
      The
      Standard Terms to Master Servicing and Trust Agreement, September 2007 Edition,
      incorporated by reference in this Trust Agreement.

    


    “Subordinate
      Certificates”:
      The
      Class B Certificates and the Class M Certificates.

    


    “Subordinate
      Percentage”:
      For
      any Distribution Date and any Loan Group, (x) 100%, minus
      (y) the
      Senior Percentage for such Loan Group.

    


    “Subordinate
      Principal Distribution Amount”:
      For
      any Distribution Date and any Loan Group, (x) the sum, for such Loan Group,
      of the Principal Payment Amount, the Principal Prepayment Amount and the
      Liquidation Principal, minus
      (y) the Senior Principal Distribution Amount for such Loan Group,
minus
      (z)
      Crossover Amounts, if any, allocable to principal paid to the Senior
      Certificates related to the other Loan Group.

    


    “Subordination
      Levels”:
      With
      respect to any Class of Subordinate Certificates on any specified date, the
      percentage obtained by dividing the sum of the Class Principal Balances of
      all
      Classes of Subordinate Certificates that are subordinate to that Class by the
      sum of the Class Principal Balances of all Classes of Certificates as of such
      date, before giving effect to distributions and allocations of Realized Losses
      to the Certificates on such date.

    


    “Subsequent
      Recoveries”:
      With
      respect to any Distribution Date and any Mortgage Loan, amounts received in
      respect of principal on such Mortgage Loan during the related Prepayment Period
      which have previously been allocated as a Realized Loss to a Class of
      Certificates.

    


    “SunTrust”:
      SunTrust Mortgage, Inc., or any successor in interest. 

    


    “Super
      Senior Certificates”:
      The
      Class 1A1, Class 2A1, Class 2A2, Class 3A1 and Class 4A1
      Certificates.

    



    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    “Trust
      Agreement”:
      This
      Master Servicing and Trust Agreement dated as of September 1, 2007, which
      incorporates by reference the Standard Terms. Any references in any documents
      required hereunder, including references in documents within the Trustee
      Mortgage Loan File, to a Trust Agreement dated as of September 1, 2007 shall
      be
      deemed to refer to this Trust Agreement.

    


    “Trust
      Estate”:
      As
      defined in Section 2.01 hereof.

    


    “Trustee”:
      Deutsche Bank National Trust Company, not in its individual capacity but solely
      as Trustee under this Trust Agreement, or its successor in interest in such
      capacity, or any successor trustee appointed as herein provided.

    


    “Wells
      Fargo Bank”:
      Wells
      Fargo Bank, N.A., or any successor in interest.

    


    ARTICLE
      II

    


    FORMATION
      OF TRUST; CONVEYANCE OF MORTGAGE LOANS; APPOINTMENT OF CUSTODIAN

    


    Section
      2.01 Conveyance
      to the TrusteeTo
      provide for the distribution of the principal of and interest on the
      Certificates in accordance with their terms, all of the sums distributable
      under
      this Trust Agreement with respect to the Certificates and the performance of
      the
      covenants contained in this Trust Agreement, the Depositor hereby bargains,
      sells, conveys, assigns and transfers to the Trustee, in trust, without recourse
      and for the exclusive benefit of the Holders, all of the Depositor’s right,
      title and interest in and to any and all benefits accruing to the Depositor
      from: (a) the Mortgage Loans listed on each of Schedule
      I
      hereto,
      the related Trustee Mortgage Loan Files, and all Scheduled Payments due thereon
      after the Cut-Off Date and all principal prepayments collected with respect
      to
      the Mortgage Loans and paid by a Borrower on or after the Cut-Off Date, and
      proceeds of the conversion, voluntary or involuntary, of the foregoing;
      (b) the Sale and Servicing Agreement (other than the Depositor’s rights to
      indemnification thereunder, which were retained by the Depositor under the
      Assignment Agreement), as it relates to the Mortgage Loans; (c) the
      Custodial Agreement, as it relates to the Mortgage Loans; (d) the
      Assignment Agreement; (e) the REMIC I Distribution Account, the Master
      Servicer Account, the Certificate Account and the Collection Account, as they
      relate to the Mortgage Loans and (f) proceeds of all of the foregoing
      (including, without limitation, all amounts, other than investment earnings,
      from time to time held or invested in the Collection Account, the REMIC I
      Distribution Account and the Certificate Account, whether in the form of cash,
      instruments, securities or other property, all proceeds of any mortgage
      insurance, mortgage guarantees, hazard insurance, or title insurance policy
      relating to the Mortgage Loans, cash proceeds, accounts, accounts receivable,
      notes, drafts, acceptances, chattel paper, checks, deposit accounts, rights
      to
      payment of any and every kind, and other forms of obligations and receivables,
      which at any time constitute all or part or are included in the proceeds of
      any
      of the foregoing) to pay the Certificates as specified herein (items (a) through
      (f) above shall be collectively referred to herein as the “Trust
      Estate”).

    


    The
      foregoing sale, transfer, assignment, set-over and conveyance does not and
      is
      not intended to result in the creation of an assumption by the Trustee of any
      obligation of the Depositor, the Seller or any other person in connection with
      the Mortgage Loans, the Sale and Servicing Agreement, the Assignment Agreement
      or under any agreement or instrument relating thereto except as specifically
      set
      forth herein.

    



    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    It
      is the
      policy and intention of the Trust Fund that none of the mortgage loans included
      in the Trust Fund is (i) a “High Cost Home Loan” as defined in the New Jersey
      Home Ownership Act effective November 27, 2003, (ii) a “High Cost Home Loan” as
      defined in the New Mexico Home Loan Protection Act effective January 1, 2004,
      (iii) a “High-Cost Home Mortgage Loan” as defined in the Massachusetts Predatory
      Home Loan Practices Act effective November 7, 2004, (iv) a “High Cost Home Loan”
as defined in the Indiana Home Loan Practices Act effective January 1, 2005,
      or
      (v) a “High Cost Home Loan” as defined in the Illinois High Risk Home Loan Act
      effective January 1, 2004.

    


    Section
      2.02 Acceptance
      by the Trustee.By
      its
      execution of this Trust Agreement, the Trustee acknowledges and declares that
      it
      holds and will hold or has agreed to hold (in each case through the Custodian)
      all documents delivered to any such person from time to time with respect to
      the
      Mortgage Loans and all assets included in the definition of “Trust
      Estate”
herein
      in trust for the exclusive use and benefit of all present and future Holders.
      The Trustee has not created and will not create, and no Responsible Officer
      of
      the Trustee has any actual knowledge or has received actual notice of, any
      interest in the Trust Estate contrary to the interests created by the Trust
      Agreement. The Trustee has not entered, nor intends to enter, into any
      subordination agreement or intercreditor agreement with respect to any asset
      included in the Trust Estate. The Trustee is hereby directed to execute and
      deliver, solely in its capacity as Trustee, the Assignment
      Agreement.

    


    Section
      2.03 REMIC
      Elections and REMIC Designation.

     

    Elections
      shall be made by the Securities Administrator to treat the assets of the Trust
      Estate described in the definition of the term “REMIC I,” the assets of the
      Trust Estate described in the definition of the term “REMIC II” and the assets
      of the Trust Estate described in the definition of the term “REMIC III” as three
      separate REMICs for federal income tax purposes. The REMIC I Regular Interests
      shall constitute the regular interests in REMIC I, the REMIC II Regular
      Interests shall constitute the regular interests in REMIC II and the REMIC
      III
      Regular Interests shall constitute the regular interests in REMIC III. REMIC
      I
      shall issue the Class RC Certificates, which shall constitute the sole class
      of
      residual interests in REMIC I and REMIC II shall issue the Class II-R
      interest, which shall constitute the sole class of residual interests in REMIC
      II. The Class R Certificates shall represent ownership of the sole class of
      residual interests in REMIC III and shall also represent ownership of the Class
      II-R interest. References in the Standard Terms to REMIC I shall be deemed,
      for
      purposes of this Trust Agreement, to refer to REMIC I and REMIC II referred
      to herein, as modified by this Trust Agreement.

    



    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    (a) REMIC
      I Designation.
      

    


    The
      pass-through rate with respect to the Class I-1B Interest and Class I-1Q
      Interest shall be a per annum rate equal to the Net WAC Rate for Loan Group
      1.
      The pass-through rate with respect to the Class I-2B Interest and Class I-2Q
      Interest shall be a per annum rate equal to the Net WAC Rate for Loan Group
      2.
      The pass-through rate with respect to the Class I-3B Interest and Class I-3Q
      Interest shall be a per annum rate equal to the Net WAC Rate for Loan Group
      3.
      The pass-through rate with respect to the Class I-4B Interest and Class I-4Q
      Interest shall be a per annum rate equal to the Net WAC Rate for Loan Group
      4.


    


    As
      of the
      Closing Date and any date of determination, (i) the principal balance
      of the Class I-1B Interest shall equal 0.10% of the Group Subordinate Amount
      for
      Loan Group 1;
      (ii) the
      principal balance
      of the Class I-2B Interest shall equal 0.10% of the Group Subordinate Amount
      for
      Loan Group 2; (iii)
      the
      principal balance
      of the Class I-3B Interest shall equal 0.10% of the Group Subordinate Amount
      for
      Loan Group 3; and (iv)
      the
      principal balance of the Class I-4B Interest shall equal 0.10% of the Group
      Subordinate Amount for Loan Group 4.

    


    As
      of the
      Closing Date and any date of determination, (i) the principal balance of the
      Class I-1Q Interest shall equal the excess of the aggregate Scheduled Principal
      Balance of the Group 1 Loans as of the end of the related Prepayment Period
      over
      the principal balance of the Class I-1B Interest, (ii) the principal balance
      of
      the Class I-2Q Interest shall equal the excess of the aggregate Scheduled
      Principal Balance of the Group 2 Loans as of the end of the related Prepayment
      Period over the principal balance of the Class I-2B Interest, (iii) the
      principal balance of the Class I-3Q Interest shall equal the excess of the
      aggregate Scheduled Principal Balance of the Group 3 Loans as of the end of
      the
      related Prepayment Period over the principal balance of the Class I-3B Interest
      and (iv) the principal balance of the Class I-4Q Interest shall equal the excess
      of the aggregate Scheduled Principal Balance of the Group 4 Loans as of the
      end
      of the related Prepayment Period over the principal balance of the Class I-4B
      Interest. 

    


    On
      each
      Distribution Date, prior to distributions on the Certificates as provided in
      Section 3.01(a): (i) the Available Distribution Amount (without regard to clause
      (1)(g) of the definition thereof) from Loan Group 1 shall be deemed distributed
      to the Class I-1B Interest and Class I-1Q Interest, (ii) the Available
      Distribution Amount (without regard to clause (1)(g) of the definition thereof)
      from Loan Group 2 shall be deemed distributed to the Class I-2B Interest and
      Class I-2Q Interest, (iii) the Available Distribution Amount (without regard
      to
      clause (1)(g) of the definition thereof) from Loan Group 3 shall be deemed
      distributed to the Class I-3B Interest and Class I-3Q Interest and (iv) the
      Available Distribution Amount (without regard to clause (1)(g) of the definition
      thereof) from Loan Group 4 shall be deemed distributed to the Class I-4B
      Interest and Class I-4Q Interest.

    


    Distributions
      of principal shall be made, and Realized Losses shall be allocated:

    


    (i) first,
      to
      the Class I-1B Interest, Class I-2B Interest, Class I-3B Interest and Class
      I-4B
      Interest, each from the related Loan Group, so that the principal balance
      for each such interest (computed to at least eight decimal places) is equal
      to
0.10%
      of
      the Group Subordinate Amount for the related Loan Group; provided
      however,
      if
      any such amount is a larger number than in the preceding distribution period,
      the least amount of principal shall be distributed or losses shall be allocated
      to the Class I-1B Interest, Class I-2B Interest, Class I-3B Interest and Class
      I-4B Interest, as applicable, such that the REMIC I Subordinated
      Balance
      Ratio is maintained; and

    



    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    (ii) second,
      any remaining amounts of principal shall be distributed and losses shall be
      allocated from the related Loan Group to the Class I-1Q Interest, Class I-2Q
      Interest,
      Class I-3Q Interest and Class I-4Q Interest, respectively.

    


    (b) REMIC
      II Designation.
      

    


    REMIC
      II
      shall issue each of the following Classes of Interests, each of which shall
      be a
      REMIC II Interest, having the following certificate rates and initial principal
      balances:


    


    
      	
              Class

            	 	
              Initial
                Class 

              Principal
                Balance

            	 	
              Initial
                Certificate 

              Rate

            	 	
              Corresponding
                

              Class
                of 

              Certificates

            
	
              II-1A1

            	 	
              (1)

            	 	
              (2)

            	 	
              1A1

            
	
              II-1A2

            	 	
              (1)

            	 	
              (2)

            	 	
              1A2

            
	
              II-2A1

            	 	
              (1)

            	 	
              (2)

            	 	
              2A1

            
	
              II-2A2

            	 	
              (1)

            	 	
              (3)

            	 	
              2A2,
                2X

            
	
              II-2A3

            	 	
              (1)

            	 	
              (2)

            	 	
              2A3

            
	
              II-3A1

            	 	
              (1)

            	 	
              (2)

            	 	
              3A1

            
	
              II-3A2

            	 	
              (1)

            	 	
              (2)

            	 	
              3A2

            
	
              II-4A1

            	 	
              (1)

            	 	
              (2)

            	 	
              4A1

            
	
              II-4A2

            	 	
              (1)

            	 	
              (2)

            	 	
              4A2

            
	
              II-M

            	 	
              (1)

            	 	
              (2)

            	 	
              M

            
	
              II-B1

            	 	
              (1)

            	 	
              (2)

            	 	
              B1

            
	
              II-B2

            	 	
              (1)

            	 	
              (2)

            	 	
              B2

            
	
              II-B3

            	 	
              (1)

            	 	
              (2)

            	 	
              B3

            
	
              II-B4

            	 	
              (1)

            	 	
              (2)

            	 	
              B4

            
	
              II-B5

            	 	
              (1)

            	 	
              (2)

            	 	
              B5

            
	
              II-B6

            	 	
              (1)

            	 	
              (2)

            	 	
              B6

            
	
              II-R

            	 	
              (4)

            	 	
              (4)

            	 	
              NA

            


    

    


    
      	
              (1)

            	
              Each
                of these Interests shall have an initial principal balance equal
                to that
                of its Corresponding Class of Certificates (other than any interest-only
                certificates).

            


    

    


    
      	
              (2)

            	
              For
                each Distribution Date, the interest rate for each of these Interests
                shall be a per annum rate equal to the Certificate Rate for its
                Corresponding Class of
                Certificates.

            


    

    


    
      	
              (3)

            	
              For
                each Distribution Date, this interest rate for this Interest shall
                be the
                Net WAC Rate for Loan Group 2.

            


    

    


    
      	
              (4)

            	
              The
                Class II-R Interest represents the sole class of residual interest
                in
                REMIC II; it does not have a principal balance and does not bear
                interest.
                The Class R Certificate shall represent beneficial ownership of the
                Class
                II-R Interest. 

            


    

    


    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.

    



    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    On
      each
      Distribution Date, the remaining portion of the Available Distribution Amount
      distributable as principal shall be distributed as principal to
      each REMIC II Interest for which there is a Corresponding Class of Certificates
      until the principal balance of such REMIC II Interest equals the Class Principal
      Balance of the Corresponding Class of Certificates immediately after such
      Distribution Date.

    


    (c) REMIC
      III Designation.
      

    


    The
      Trust
      shall issue each of the following Classes of Certificates, each of which shall
      have the following Certificate Rates and initial Class Principal Balances and
      shall evidence ownership of a regular interest in REMIC III except to the extent
      provided below:

     

    
      	
              Class
                of 

              Certificates

            	 	
              Initial
                Class 

              Principal
                

              Balance

            	 	
              Initial
                

              Certificate
                Rate

            
	
              Class
                1A1

            	 	
              $        19,656,000

            	 	
              (2)

            
	
              Class
                1A2

            	 	
              $          1,341,000

            	 	
              (2)

            
	
              Class
                2A1

            	 	
              $        75,233,000

            	 	
              (3)

            
	
              Class
                2X

            	 	
              $   
                 95,418,000(1)

            	 	
              (4)

            
	
              Class
                2A2

            	 	
              $        95,418,000

            	 	
              (5)

            
	
              Class
                2A3

            	 	
              $        11,636,000

            	 	
              (3)

            
	
              Class
                3A1

            	 	
              $      391,616,000

            	 	
              (6)

            
	
              Class
                3A2

            	 	
              $        26,702,000

            	 	
              (6)

            
	
              Class
                4A1

            	 	
              $      102,139,000

            	 	
              (7)

            
	
              Class
                4A2

            	 	
              $          6,965,000

            	 	
              (7)

            
	
              Class
                M

            	 	
              $        23,942,000

            	 	
              (8)

            
	
              Class
                B1

            	 	
              $          4,331,000

            	 	
              (8)

            
	
              Class
                B2

            	 	
              $          6,996,000

            	 	
              (8)

            
	
              Class
                B3

            	 	
              $          2,721,000

            	 	
              (8)

            
	
              Class
                B4

            	 	
              $          4,275,000

            	 	
              (8)

            
	
              Class
                B5

            	 	
              $          1,166,000

            	 	
              (8)

            
	
              Class
                B6

            	 	
              $          3,109,952

            	 	
              (8)

            
	
              Class
                R

            	 	
              $     
                              100

            	 	
              (9)

            
	
              Class
                RC

            	 	
              $     
                              100

            	 	
              (10)

            


    

     

    
      	
              (1)

            	
              The
                Class 2X Certificates are interest-only certificates and will be
                paid
                interest based on a notional amount equal to the outstanding principal
                balance of the Class 2A2
                Certificates.

            


    

    


    
      	
              (2)

            	
              For
                each Distribution Date, the Certificate Rate for the Class 1A1 and
                Class
                1A2 Certificates shall equal a per annum rate equal to the Net WAC
                Rate
                for Loan Group 1.

            


    

    


    
      	
              (3)

            	
              For
                each Distribution Date, the Certificate Rate for the Class 2A1 and
                Class 2A3 Certificates shall equal a per annum rate equal to the
                Net WAC
                Rate for Loan Group 2. 

            


    

    


    
      	
              (4)

            	
              For
                each Distribution Date, the Certificate Rate for the Class 2X
                Certificates (x) up to and including the distribution date in July
                2012,
                shall equal 0.44000% per annum, and (y) any distribution date thereafter,
                shall equal be 0.00000% per annum.

            


    

    


    
      	
              (5)

            	
              For
                each Distribution Date, the Certificate Rate for the Class 2A2
                Certificates shall equal a per annum rate equal to the Net WAC Rate
                for
                Loan Group 2 minus the Certificate Rate of the Class 2X
                Certificates.

            


    

    



    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    
      	
              (6)

            	
              For
                each Distribution Date, the Certificate Rate for the Class 3A1 and
                Class 3A2 Certificates shall equal a per annum rate equal to the
                Net WAC
                Rate for Loan Group 3.

            


    

    


    
      	
              (7)

            	
              For
                each Distribution Date, the Certificate Rate for the Class 4A1 and
                Class 4A2 Certificates shall equal a per annum rate equal to the
                Net WAC
                Rate for Loan Group 4.

            


    

    


    
      	
              (8)

            	
              For
                each Distribution Date, the Certificate Rate for the Class M, Class
                B1,
                Class B2, Class B3, Class B4, Class B5 and Class B6 Certificates
                will
                equal a per annum rate equal to the weighted average of the Net WAC
                Rates
                for Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group 4,
                weighted on the basis of the related Group Subordinate
                Amounts.

            


    

    


    
      	
              (9)

            	
              For
                each Distribution Date, the Certificate Rate for the Class R Certificates
                shall equal a per annum rate equal to the Net WAC Rate for Loan Group
                1.
                The Class R Certificates represent beneficial ownership of the sole
                class
                of residual interest in each of REMIC II and REMIC
                III.

            


    

    


    
      	
              (10)

            	
              For
                each Distribution Date, the Certificate Rate for the Class RC Certificates
                shall equal a per annum rate equal to the Net WAC Rate for Loan Group
                1.
                The Class RC Certificates represent the sole class of residual interests
                in REMIC I.

            


    

    


    (d) REMIC
      Final Scheduled Distribution.
      The
“latest possible maturity date” for each REMIC and each Class of Certificates
      and REMIC Regular Interests is the 36th Distribution Date following the latest
      stated maturity date of any Mortgage Loan included in the Trust as of the
      Closing Date.

    


    Section
      2.04 Appointment
      of Custodian.

     

    The
      Trustee is hereby directed to, and pursuant to such direction and in accordance
      with the provisions of Section 9.11 of the Standard Terms the Trustee hereby
      does, appoint SunTrust Bank as Custodian, and the Trustee accepts the assignment
      of the Custodial Agreement under Section 2.01 of this Agreement, as it relates
      to the Mortgage Loans. Pursuant to Section 2.02(f) of the Standard Terms, the
      Depositor acknowledges the appointment of the Custodian and agrees to deliver,
      or cause to be delivered, to the Custodian the applicable Mortgage Loan
      documents that are to be included in the respective Trustee Mortgage Loan File
      for each Mortgage Loan. The Depositor and the Custodian acknowledge that,
      pursuant to any existing Custodial Agreement entered into between the Custodian
      and any predecessor in interest of the Depositor, the Custodian previously
      acted
      as custodian for such predecessor in interest and that in connection with the
      formation of the Trust Fund, the Depositor shall assign each such Custodial
      Agreement (but solely with respect to the related Mortgage Loans) to the Trustee
      and cause a receipt to be issued in the name of the Trustee.

    


    So
      long
      as SunTrust Bank shall be the Custodian, in the event such Custodian’s long-term
      senior unsecured debt rating falls below “BBB”, in the case of Fitch, or “BBB-”,
      in the case of S&P, the Custodian shall be terminated under the Custodial
      Agreement with respect to the Mortgage Loans and shall transfer the respective
      Trustee Mortgage Loan File for each Mortgage Loan to a successor custodian
      acceptable to the Rating Agencies and otherwise in accordance with the
      provisions of Sections 10 and 11 of the Custodial Agreement.

    


    Section
      2.05 Purpose
      and Powers of the Trust.

    


    The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust (the “Issuing
      Entity” or "Trust") to be known, for convenience, as “STARM Mortgage Loan Trust
      2007-4” and Deutsche Bank is hereby appointed as Trustee in accordance with the
      provisions of this Agreement.

    



    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    The
      purpose of the trust, as created hereunder, is to engage in the following
      activities:

    


    
      	 	
              (i)

            	
              to
                maintain books and records separate from any other person or
                entity;

            


    

    


    
      	 	
              (ii)

            	
              to
                maintain its bank accounts separate from any other person or
                entity;

            


    

    


    
      	 	
              (iii)

            	
              not
                to commingle its assets with those of any other person or entity
                and to
                hold all of its assets in its own
                name;

            


    

    


    
      	 	
              (iv)

            	
              to
                conduct its own business in its own
                name;

            


    

    


    
      	 	
              (v)

            	
              to
                maintain separate financial statements, showing its assets and liabilities
                separate and apart from those of any other person or entity and to
                cause
                such financial statements to be prepared in accordance with generally
                accepted accounting principles;

            


    

    


    
      	 	
              (vi)

            	
              to
                pay its own liabilities and expenses only out of its own
                funds;

            


    

    


    
      	 	
              (vii)

            	
              to
                observe all corporate and other organizational
                formalities;

            


    

    


    
      	 	
              (viii)

            	
              to
                maintain an arm’s length relationship with its affiliates and to enter
                into transactions with affiliates only on a commercially reasonable
                basis;

            


    

    


    
      	 	
              (ix)

            	
              not
                to assume, guarantee or become obligated for the debts of any other
                entity
                or person;

            


    

    


    
      	 	
              (x)

            	
              not
                to acquire the obligations or securities of any affiliate or
                owner;

            


    

    


    
      	 	
              (xi)

            	
              to
                allocate fairly and reasonably any overhead expenses that are shared
                with
                any affiliate, including paying for office space and services performed
                by
                any employee of an affiliate;

            


    

    


    
      	 	
              (xii)

            	
              to
                use separate stationery, invoices, and checks bearing its own
                name;

            


    

    


    
      	 	
              (xiii)

            	
              to
                hold itself out as a separate
                entity;

            


    

    


    
      	 	
              (xiv)

            	
              to
                correct any known misunderstanding regarding its separate
                identity;

            


    

    


    
      	 	
              (xv)

            	
              not
                to identify itself or hold itself out as a division of any other
                person or
                entity;

            


    

    


    
      	 	
              (xvi)

            	
              not
                to hold out its credit as being available to satisfy the obligations
                of
                others;

            


    

    


    
      	 	
              (xvii)

            	
              to
                file separate tax returns from those of each person and entity except
                as
                may be required by law; and

            


    

    



    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    
      	 	
              (xviii)

            	
              to
                maintain its assets in a manner that it will not be costly or difficult
                to
                segregate ascertain, or identify from those of any other
                person.

            


    

    


    The
      trust
      is hereby authorized to engage in the foregoing activities. The parties hereto
      shall not cause the trust to engage in any activity other than in connection
      with the foregoing or other than as required or authorized by the terms of
      this
      Agreement while any Certificate is outstanding, and this Section 2.05 may not
      be
      amended, without the consent of the Certificateholders evidencing 51% or more
      of
      the aggregate Voting Rights of the outstanding Certificates; provided that,
      for
      purposes of this provision, any Certificate held by SunTrust or any affiliate
      of
      SunTrust shall not be considered outstanding and, therefore, SunTrust and its
      affiliates shall not be entitled to vote on matters hereunder and the Voting
      Rights related to any such Certificates held by SunTrust or its affiliates
      shall
      not be included in the determination of the aggregate Voting Rights of
      outstanding Certificates.

    


    ARTICLE
      III

    


    REMITTING
      TO CERTIFICATEHOLDERS

    


    Section
      3.01 Distributions
      to Certificateholders. 

    


    (a) Distributions.
      In
      accordance with Section 3.01(d) of the Standard Terms and subject to the
      exceptions set forth below, on each Distribution Date, the Securities
      Administrator shall withdraw the aggregate Available Distribution Amount (less
      any amounts withdrawn pursuant to Section 3.01(a)(iv) of the Standard Terms)
      for
      Loan Group 1, Loan Group 2, Loan Group 3, Loan Group 4, and shall distribute
      it
      in the following manner and order of priority:

    


    (i) the
      Available Distribution Amount for Loan Group 1 and such Distribution Date shall
      be distributed in the following order of priority:

    


    (A) first,
      pro
      rata (based
      on
      Accrued Certificate Interest thereon for such Distribution Date), to the Class
      R, Class RC, Class 1A1 and Class 1A2 certificates, Accrued Certificate
      Interest thereon for such Distribution Date; and

    


    (B) second,
      in the
      following order or priority, in an amount up to the Senior Principal
      Distribution Amount for Loan Group 1 for such Distribution Date:

    


    (1) to
      the
      Class R and Class RC Certificates, sequentially, in that order, as principal,
      until the Class Principal Balance of each such Class has been reduced to zero;
      and

    



    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    (2) pro
      rata
      (based
      on their respective Class Principal Balances), to the Class 1A1 and Class
      1A2 Certificates, as principal, until the Class Principal Balance of each such
      Class has been reduced to zero;

    


    (ii) the
      Available Distribution Amount for Loan Group 2 and such Distribution Date shall
      be distributed in the following order of priority:

    


    (A) first,
      pro
      rata (based
      on
      the Accrued Certificate Interest thereon for such Distribution Date), to the
      Class 2A1, Class 2A2, Class 2A3 and Class 2X Certificates, Accrued Certificate
      Interest thereon for such Distribution Date; and

    


    (B) second,
      pro
      rata (based
      on
      their respective Class Principal Balances), to the Class 2A1, Class 2A2 and
      Class 2A3 Certificates, as principal, in an amount up to the Senior Principal
      Distribution Amount for Loan Group 2 for such Distribution Date, until the
      Class
      Principal Balance of each such Class has been reduced to zero;

    


    (iii) the
      Available Distribution Amount for Loan Group 3 and such Distribution Date shall
      be distributed in the following order of priority:

    


    (A) first,
      pro
      rata
      (based
      on the Accrued Certificate Interest thereon for such Distribution Date), to
      the
      Class 3A1 and Class 3A2 Certificates, Accrued Certificate Interest thereon
      for
      such Distribution Date; and

    


    (B) second,
      pro
      rata
      (based
      on their respective Class Principal Balances), to the Class 3A1 and Class 3A2
      Certificates, as principal, in an amount up to the Senior Principal Distribution
      Amount for Loan Group 3 for such Distribution Date, until the Class Principal
      Balance of each such Class has been reduced to zero; 

    


    (iv) the
      Available Distribution Amount for Loan Group 4 and such Distribution Date shall
      be distributed in the following order of priority:

    


    (A) first,
      pro
      rata
      (based
      on the Accrued Certificate Interest thereon for such Distribution Date), to
      the
      Class 4A1 and Class 4A2 Certificates, Accrued Certificate Interest thereon
      for
      such Distribution Date; and

    


    (B) second,
      pro
      rata
      (based
      on their respective Class Principal Balances), to the Class 4A1 and Class 4A2
      Certificates, as principal, in an amount up to the Senior Principal Distribution
      Amount for Loan Group 4 for such Distribution Date, until the Class Principal
      Balance of each such Class has been reduced to zero; 

    


    (b) Subject
      to the exceptions described below, unless the Class Principal Balance of a
      Class
      of Subordinate Certificates has been previously reduced to zero, the portion
      of
      the Available Distribution Amount for all of the Loan Groups in the aggregate
      remaining after making the distributions described above in Section (a) shall
      be
      distributed in the following order of priority:

    



    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    (i) first,
      to the Class M Certificates, Accrued Certificate Interest thereon for such
      Distribution Date;

    


    (ii) second,
      to the Class M Certificates, as principal, their pro rata share (based on their
      Class Principal Balance) of the Subordinate Principal Distribution Amount for
      such Distribution Date, until their Class Principal Balance has been reduced
      to
      zero;

    


    (iii) third,
      to the Class B1 Certificates, Accrued Certificate Interest
      thereon
      for such Distribution Date;

    


    (iv) fourth,
      to the Class B1 Certificates, as principal, their pro
      rata
      share
      (based on their Class Principal Balance) of the Subordinate Principal
      Distribution Amount for such Distribution Date, until their Class Principal
      Balance has been reduced to zero;

    


    (v) fifth,
      to
      the Class B2 Certificates, Accrued Certificate Interest thereon for such
      Distribution Date;

    


    (vi) sixth,
      to
      the Class B2 Certificates, as principal, their pro
      rata
      share
      (based on their Class Principal Balance) of the Subordinate Principal
      Distribution Amount for such Distribution Date, until their Class Principal
      Balance has been reduced to zero;

    


    (vii) seventh,
      to the Class B3 Certificates, Accrued Certificate Interest thereon for such
      Distribution Date;

    


    (viii) eighth,
      to the Class B3 Certificates, as principal, their pro
      rata
      share
      (based on their Class Principal Balance) of the Subordinate Principal
      Distribution Amount for such Distribution Date, until their Class Principal
      Balance has been reduced to zero;

    


    (ix) ninth,
      to
      the Class B4 Certificates, Accrued Certificate Interest thereon for such
      Distribution Date;

    


    (x) tenth,
      to
      the Class B4 Certificates, as principal, their pro
      rata
      share
      (based on their Class Principal Balance) of the Subordinate Principal
      Distribution Amount for such Distribution Date, until their Class Principal
      Balance has been reduced to zero;

    


    (xi) eleventh,
      to the Class B5 Certificates, Accrued Certificate Interest thereon for such
      Distribution Date;

    


    (xii) twelfth,
      to the Class B5 Certificates, as principal, their pro
      rata
      share
      (based on their Class Principal Balance) of the Subordinate Principal
      Distribution Amount for such Distribution Date, until their Class Principal
      Balance has been reduced to zero;

    



    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    (xiii) thirteenth,
      to the Class B6 Certificates, Accrued Certificate Interest thereon for such
      Distribution Date; 

    


    (xiv) fourteenth,
      to the Class B6 Certificates, as principal, their pro
      rata
      share
      (based on their Class Principal Balance) of the Subordinate Principal
      Distribution Amount for such Distribution Date, until their Class Principal
      Balance has been reduced to zero; and

    


    (xv) fifteenth,
      to each Class of Certificates in order of seniority (and among Classes of Senior
      Certificates, pro
      rata,
      based
      on the amount of unreimbursed Realized Losses allocated to such Classes), up
      to
      the amount of unreimbursed Realized Losses previously allocated to such Class,
      if any (unless the allocation of Realized Losses has reduced any Class of
      Certificates to zero on a previous Distribution Date, in which case no amounts
      shall be reimbursed to that Class); provided,
      however,
      that
      any amounts distributed pursuant to this paragraph (b)(xv) shall not cause
      a
      further reduction in the Class Principal Balance of any Class of
      Certificates.

    


    (c) At
      such
      time as all Classes of Certificates have been paid in full and all related
      Realized Losses previously allocated have been reimbursed in full (unless the
      allocation of Realized Losses has reduced any Class of Certificates to zero
      on a
      previous Distribution Date, in which case no amounts shall be reimbursed to
      such
      Class) all remaining amounts to the Class R Certificates to the extent
      attributable to REMIC II or REMIC III and to the Class RC Certificates to the
      extent attributable to REMIC I.

    


    (d) [Reserved].

    


    (e) [Reserved].

    


    (f) [Reserved].

    


    (g) Notwithstanding
      the above, if the Subordination Level for any Class of Subordinate Certificates
      on any Distribution Date is less than the Subordination Level on the Closing
      Date for such Class of Certificates (such Class, the “Affected
      Subordinate Certificates”),
      the
      aggregate portion of the Principal Prepayment Amount otherwise payable on such
      Distribution Date to the Classes of Subordinate Certificates shall be allocated
      as follows:

    


    (i) pro
      rata
      (based
      on their respective Class Principal Balances), to each Class of related
      Subordinate Certificates whose Subordination Level equals or exceeds its initial
      Subordination Level and the related Class of Affected Subordinate Certificates
      having the lowest numerical designation, or

    


    (ii) if
      no
      class of related Subordinate Certificates has a Subordination Level equal to
      or
      in excess of its initial Subordination Level, to the related Class of Affected
      Subordinate Certificates having the lowest numerical designation up to an amount
      sufficient to restore its Subordination Level to its initial Subordination
      Level, and then to the related Class of Affected Subordinate Certificates having
      the next lowest numerical designation, in the same manner.

    



    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    (h) All
      distributions or allocations made with respect to each Class of Certificates
      on
      each Distribution Date shall be allocated pro
      rata
      among
      the outstanding Certificates of such Class based on the outstanding principal
      balance of each such Certificate. Payment shall be made either (1) by check
      mailed to the address of each Certificateholder as it appears in the Certificate
      Register on the Record Date immediately prior to such Distribution Date or
      (2)
      with respect to the Regular Certificates, by wire transfer of immediately
      available funds to the account of a Holder at a bank or other entity having
      appropriate facilities therefor, if such Holder shall have so notified the
      Securities Administrator in writing by the Record Date immediately prior to
      such
      Distribution Date and such Holder is the registered owner of Regular
      Certificates with an initial principal amount of at least $1,000,000. The
      Securities Administrator may charge the Holder a fee for any payment made by
      wire transfer. Final distribution on the Certificates shall be made only upon
      surrender of the Certificates at the offices of the Certificate Registrar set
      forth in the notice of such final distribution.

    


    (i) [Reserved].

    


    (j) Any
      amounts remaining in the Certificate Account on any Distribution Date after
      all
      allocations and distributions required to be made by this Trust Agreement have
      been made shall be paid to the Holders of the applicable Residual Certificates
      with respect to the related REMIC.

    


    Section
      3.02 Allocation
      of Realized Losses and Shortfalls.(i)
      On
      each Distribution Date, Realized Losses realized during the prior calendar
      month
      shall be allocated to reduce the Class Principal Balances of the related
      Subordinate Certificates in reverse Order of Priority, in each case until the
      Class Principal Balance of each such Class has been reduced to zero. If the
      Class Principal Balances of the Subordinate Certificates have been reduced
      to
      zero, further Realized Losses shall be allocated to the Senior Certificates
      related to the Loan Group in which such Realized Losses occurred, based on
      the
      outstanding Class Principal Balances of such Senior Certificates, in each case
      until each such Class Principal Balance has been reduced to zero; provided,
      however,
      that
      Realized Losses otherwise allocable (A) to the Class 1A1 Certificates shall
      first
      be
      allocated to the Class 1A2 Certificates, to reduce the Certificate Balance
      of
      each such Class until such Certificate Balance has been reduced to zero, and
      thereafter
      such
      Realized Losses shall be allocated to the Class 1A1 Certificates, to reduce
      the
      Certificate Balance of such Class until such Certificate Balance has been
      reduced to zero, (B) to the Class 2A1 and Class 2A2 Certificates shall
first
      be
      allocated to the Class 2A3 Certificates, to reduce the Certificate Balance
      of
      such Class until such Certificate Balance has been reduced to zero, and
thereafter
      such
      Realized Losses shall be allocated to the Class 2A1 and Class 2A2 Certificates,
      to reduce the Certificate Balance of such Classes until such Certificate
      Balances have been reduced to zero, (C) to the Class 3A1 Certificates shall
      first
      be
      allocated to the Class 3A2 Certificates, to reduce the Certificate Balance
      of
      such Class until such Certificate Balance has been reduced to zero, and
thereafter
      such
      Realized Losses shall be allocated to the Class 3A1 Certificates, to reduce
      the
      Certificate Balance of such Class until such Certificate Balance has been
      reduced to zero and (D) to the Class 4A1 Certificates shall first
      be
      allocated to the Class 4A2 Certificates, to reduce the Certificate Balance
      of
      such Class until such Certificate Balance has been reduced to zero, and
thereafter
      such
      Realized Losses shall be allocated to the Class 4A1 Certificates, to reduce
      the
      Certificate Balance of such Class until such Certificate Balance has been
      reduced to zero.

    



    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    (ii) Whenever
      Realized Losses are required to be allocated to a Class of Certificates, the
      Realized Loss shall be allocated to Certificates of such Class of the related
      Loan Group or Loan Groups, as the case may be, based on their respective
      outstanding principal amounts.

    


    (b) Interest
      Shortfall.
      Notwithstanding anything in the Standard Terms or this Trust Agreement to the
      contrary, on each Distribution Date, before any distributions are made on the
      Certificates, any Shortfall with respect to any Mortgage Loan shall be allocated
      to reduce the Accrued Certificate Interest on each Class of Senior Certificates
      related to the Loan Group of such Mortgage Loan and each Class of related
      Subordinate Certificates pro rata, based on the amount of Accrued Certificate
      Interest otherwise owing to each such Class, in the case of the Senior
      Certificates, and the related Group Subordinate Amount, in the case of the
      Subordinate Certificates, pursuant to clause (i) of the definition of Accrued
      Certificate Interest.

    


    (c) Modification
      Losses.
      Notwithstanding anything in the Standard Terms or this Trust Agreement to the
      contrary, in the event that the Note Rate on a Mortgage Loan is reduced as
      a
      result of a modification, waiver or amendment of the terms of such Mortgage
      Loan, whether agreed to by any Servicer or resulting from a bankruptcy,
      insolvency or similar proceeding involving the related Borrower, such
      modification, waiver or amendment shall be disregarded for purposes of
      calculating the Certificate Rate on any Class of Certificates. 

    


    (d) Subsequent
      Recoveries.
      With
      respect to any Subsequent Recoveries received with respect to a Mortgage Loan,
      such Subsequent Recoveries shall be treated as a principal prepayment. In
      addition, the Class Principal Balance of each Class of Certificates to which
      Realized Losses have been allocated shall be increased, sequentially in the
      order of payment priority, by the amount of Subsequent Recoveries, but not
      by
      more than the amount of Realized Losses previously allocated to reduce the
      Class
      Principal Balance of such Class.

    


    Section
      3.03 Crossover
      Amounts. 

    


    (a) If,
      on
      any Distribution Date, the aggregate Class Principal Balance of the Group 1,
      Group 2, Group 3 or Group 4 Certificates exceeds the outstanding aggregate
      principal balance of the Mortgage Loans in the related Loan Group (such class
      or
      classes, the related “Affected
      Senior Certificates”),
      then
      future principal payments otherwise allocable to the Subordinate Certificates
      shall be “crossed over” or used to repay principal of the Affected Senior
      Certificates by increasing the Senior Principal Distribution Amount for the
      Loan
      Group related to the Affected Senior Certificates in an amount equal to the
      lesser of (i) the aggregate amount of principal otherwise payable to the
      Subordinate Certificates on such Distribution Date and (ii) the amount required
      to be paid to the Affected Senior Certificates so that their aggregate Class
      Principal Balance is equal to the outstanding aggregate principal balance of
      the
      Mortgage Loans in the related Loan Group. 

    


    (b) In
      addition, if, as a result of rapid prepayments, the aggregate Class Principal
      Balance of the Group 1, Group 2, Group 3 or Group 4 Certificates has been
      reduced to zero and such Senior Certificates are retired, amounts otherwise
      distributable as principal on each class of Subordinate Certificates shall
      instead be distributed as principal to the Senior Certificates related to the
      other Loan Groups which remain outstanding, until the Class Principal Balances
      of the Senior Certificates related to such Loan Groups have been reduced to
      zero. In order for the distribution priority described in the foregoing sentence
      to apply on any Distribution Date, it must also be true that either (a) the
      Subordinate Percentage for that Distribution Date is less than 200% of the
      Subordinate Percentage as of the Cut-Off Date, or (b) the average outstanding
      principal balance of the Mortgage Loans in Loan Group 1, Loan Group 2, Loan
      Group 3 and Loan Group 4 that are delinquent 60 days or more (including any
      such
      Mortgage Loans in foreclosure or bankruptcy and REO properties) during the
      most
      recent three calendar months as a percentage of the sum of the Group Subordinate
      Amounts is greater than or equal to 50%.

    



    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    (c) All
      distributions described in this Section 3.03 shall be made in accordance with
      the priorities set forth in Section 3.01.

    


    ARTICLE
      IV

    


    THE
      SECURITIES

    


    Section
      4.01 The
      Certificates.The
      Certificates shall be designated generally as the STARM Mortgage Loan Trust
      2007-4 Mortgage Pass-Through Certificates, Series 2007-4. The aggregate
      principal amount of Certificates that may be executed and delivered under this
      Trust Agreement is limited to $777,347,152, except for Certificates executed
      and
      delivered upon registration of transfer of, or in exchange for, or in lieu
      of,
      other Certificates pursuant to Section 5.04 or 5.06 of the Standard Terms.
      On
      the Closing Date, the Securities Administrator shall execute, and the
      Certificate Registrar shall authenticate and deliver Mortgage Pass-Through
      Certificates in the names and amounts and to the Persons as directed by the
      Depositor. The table in Section 2.03(b) sets forth the Classes of Certificates
      and the initial Class Principal Balance for each Class of the
      Certificates.

    


    Section
      4.02 Denominations.Each
      of
      the Senior Certificates and the Subordinate Certificates (other than the
      Residual Certificates) shall be issued in fully-registered, book-entry form
      and
      shall be Book-Entry Certificates. The Senior Certificates (other than the Class
      2X Certificates and the Residual Certificates) shall be issued in minimum
      denominations of $25,000 initial certificate principal balance each and
      multiples of $1 in excess thereof. The Class 2X Certificates shall be issued
      in
      minimum denominations of $1,000,000 initial notional amount each and multiples
      of $1 in excess of $1,000,000. The Subordinate Certificates shall be issued
      in
      minimum denominations of $100,000 initial certificate principal balance each
      and
      multiples of $1 in excess thereof. In addition, one certificate of each Class
      (other than the Residual Certificates) may be issued evidencing the sum of
      an
      authorized denomination thereof and the remainder of the aggregate initial
      Class
      Principal Balance (or, in the case of the Class 2X Certificates, the Notional
      Amount) of such Class. Each Class of Residual Certificates shall be issued
      in
      percentage interests of 99.99% and 0.01%. Each of the Residual Certificates
      shall be issued in fully-registered, certificated form.

    


    Section
      4.03 Redemption
      of Certificates.Notwithstanding
      anything to the contrary in Section 10.02 of the Standard Terms, the obligations
      created by the Trust Agreement shall terminate upon payment to the
      Certificateholders of all amounts held in the Collection Account, the
      Certificate Account and the REMIC I Distribution Account, following the earlier
      of: (i) the final payment or other liquidation of the last Mortgage Loan
      remaining in the Trust or the disposition of all property acquired upon
      foreclosure of any such Mortgage Loan and (ii) the repurchase of all of the
      assets of the Trust by SunTrust, on any Distribution Date on which the aggregate
      Scheduled Principal Balance of the Mortgage Loans is equal to or less than
      1% of
      the aggregate Scheduled Principal Balance of the Mortgage Loans as of the
      Cut-Off Date (provided, that if SunTrust is no longer acting as a Servicer
      of
      the Mortgage Loans, the Master Servicer may purchase the Mortgage Loans and
      all
      other property of the Trust in a Terminating Purchase). Written notice of any
      such termination shall be given to each Certificateholder, and the final
      distribution shall be made only upon surrender and cancellation of the
      Certificates at an office or agency appointed by the Securities Administrator
      which will be specified in the notice of termination. Any repurchase of the
      assets of the Trust pursuant to this Section 4.03 shall be made at a price
      equal
      to the Termination Price.

    



    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    Section
      4.04 Securities
      Laws Restrictions.Each
      of
      the Junior Subordinate Certificates is subject to the restrictions on transfer
      contained in Section 5.05(a) of the Standard Terms. Each of the Residual
      Certificates is subject to Section 5.05(c) of the Standard Terms.

    


    ARTICLE
      V

    


    MISCELLANEOUS
      PROVISIONS

    


    Section
      5.01 Request
      for Opinions.(a) The
      Depositor hereby requests and authorizes McKee Nelson LLP, as its special
      counsel in this transaction, to issue on behalf of the Depositor such legal
      opinions to the Securities Administrator, Trustee and each Rating Agency as
      may
      be (i) required by any and all documents, certificates or agreements executed
      in
      connection with the Trust, or (ii) requested by the Securities Administrator,
      the Trustee, and Rating Agency or their respective counsels.

    


    (b) The
      Trustee hereby requests and authorizes its counsel to issue on its behalf (at
      the expense of the Depositor) such legal opinions to the Depositor as may be
      required by any and all documents, certificates or agreements executed in
      connection with the establishment of the Trust and the issuance of the
      Certificates.

    


    Section
      5.02 Schedules
      and Exhibits.Each
      of
      the Schedules and Exhibits attached hereto or referenced herein are incorporated
      herein by reference as contemplated hereby and by the Standard Terms. Each
      Class
      of Certificates shall be in substantially the form attached hereto, as set
      forth
      in the Exhibit index.

    


    Section
      5.03 Governing
      Law.THIS
      TRUST 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.

    



    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    Section
      5.04 Counterparts.This
      Trust Agreement may be executed in any number of counterparts, each of which
      so
      executed shall be deemed to be an original but all of such counterparts shall
      together constitute but one and the same instrument.

    


    Section
      5.05 Notices.All
      demands and notices hereunder shall be in writing and shall be deemed to have
      been duly given if personally delivered at or mailed by first class mail,
      postage prepaid, or by express delivery service, to (a) in the case of the
      Depositor, GS Mortgage Securities Corp., 85 Broad Street, New York, New York
      10004, Attention: President (telecopy number (212) 902-3000 and email addresses:
      howard.altarescu@gs.com and melkizedeck.okudo@gs.com) or such other address,
      telecopy number or email address as may hereafter be furnished to each party
      to
      the Trust Agreement in writing by the Depositor, (b) in the case of the
      Securities Administrator for certificate surrender, transfer and exchange
      purposes, Wells Fargo Bank, N.A., Sixth Street and Marquette Avenue,
      Minneapolis, Minnesota 55479, Attention: Corporate Trust Services - STARM 2007-4
      or such other address or telecopy number as may hereafter be furnished to each
      party to the Trust Agreement in writing by the Securities Administrator (c)
      in
      the case of the Trustee, Deutsche
      Bank National Trust Company, 1761 East St. Andrew Place, Santa Ana, CA
      92705-4934, Attention: STARM 2007-4, Facsimile:
      (714) 247-6470, with a copy to the Corporate Trust Office, or
      such
      other address, telecopy number or email may hereafter be furnished to each
      party
      to the Trust Agreement in writing by the Trustee, (d) in the case of the Master
      Servicer or the Securities Administrator (except in the case of the matters
      specified in clause (b) above), Wells Fargo Bank, N.A., P.O. Box 98, Columbia,
      Maryland 21046, Attention: Client Manager (STARM 2007-4) (or in the case of
      overnight deliveries, 9062 Old Annapolis Road, Columbia, Maryland 21045),
      Telephone: (410) 884-2000, Facsimile: (410) 715-2380 and (e) in the case of
      the
      Custodian, SunTrust Bank, 901 Semmes Avenue, Richmond, Virginia 23224. The
      addresses of the rating agencies required to be stated herein pursuant to
      Section 11.08(c) of the Standard Terms are Standard & Poor’s Ratings
      Services, 55 Water Street, 40th
      Floor,
      New York, New York 10041; Fitch Ratings, One
      State Street Plaza, New York, New York 10004;
      and
      Moody’s Investors Service, Inc., 99 Church Street, New York, New York 10007,
Attention:
      ABS Monitoring Department

    


     

    [Signature
      page follows]

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the Depositor, the Trustee, the Master Servicer, the Securities
      Administrator and the Custodian have caused this Trust Agreement to be duly
      executed by their respective officers thereunto duly authorized and their
      respective signatures duly attested all as of the day and year first above
      written.

     

    GS
      MORTGAGE SECURITIES CORP.,
as
      Depositor

     

    By:  /s/
      Greg Finck                
Name:
      Greg Finck

    Title:
      Vice President

     

     

    WELLS
      FARGO BANK, N.A.,
as
      Master
      Servicer

     

    By:  /s/
      Martin Reed              

    Name:
      Martin Reed

    Title:
      Vice President

     

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY
as
      Trustee

     

    By:  /s/
      Mei Nghia              

    Name:
      Mei
      Nghia

    Title:
      Authorized Signer

     

     

    By:  /s/
      Ronaldo Reyes            

    Name:
      Ronaldo Reyes

    Title:
      Vice President 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    WELLS
      FARGO BANK, N.A.,
as
      Securities Administrator

     

    By:  /s/
      Martin Reed            

    Name:
      Martin Reed

    Title:
      Vice President

     

     

    SUNTRUST
      BANK,
as
      Custodian

     

    By:  /s/
      Rose Burton            

    Name:
      Rose Burton

    Title:
      First Vice President

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      I

    


    MORTGAGE
      LOANS

     

    [To
      be
      retained in a separate closing binder entitled “STARM 2007-4 Mortgage Loan
      Schedules” at the Washington D.C. Offices of McKee Nelson LLP]

     

     

     

     

     

    
      
        
        

      

      
        SCHEDULE
          I-1

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

     

    FORMS
      OF CERTIFICATES

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        EXHIBIT
          A-1

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

     

    CUSTODIAL
      AGREEMENT

     

     

     

    
 

    
      
        
        

      

      
        EXHIBIT
          B-1