ex42.htm


    Exhibit
      4.2


    


    


    


    


     

    


     

    INDENTURE

     

    among

     

    SUNTRUST
      [               ]
      TRUST, SERIES 200[  ]-[__],

     

    Issuing
      Entity

     

    [_______________________],

     

    Trust
      Administrator

     

    and

     

    [________________________],

     

    Indenture
      Trustee

     

    Dated
      as
      of [____________], 2007

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    TABLE
      OF
      CONTENTS

    Page

    
ARTICLE
      ONE

    
       

      DEFINITIONS
        AND INCORPORATION BY REFERENCE

       

      
        	
                Section
                  1.01.

              	
                Definitions.

              	
                 
                  2

              
	
                Section
                  1.02.

              	
                Incorporation
                  by Reference of Trust Indenture Act

              	
                 
                  7

              
	
                Section
                  1.03.

              	
                Rules
                  of Construction

              	
                 
                  8

              


      

      


      ARTICLE
        TWO

       

      THE
        NOTES

       

      
        	
                Section
                  2.01.

              	
                Form

              	
                 
                  8

              
	
                Section
                  2.02.

              	
                Execution,
                  Authentication and Delivery

              	
                 
                  9

              
	
                Section
                  2.03.

              	
                Limitation
                  on Transfer of Notes.

              	
                10

              
	
                Section
                  2.04.

              	
                Registration;
                  Registration of Transfer and Exchange

              	
                11

              
	
                Section
                  2.05.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Notes

              	
                12

              
	
                Section
                  2.06.

              	
                Persons
                  Deemed Owners

              	
                13

              
	
                Section
                  2.07.

              	
                Payment
                  of Principal and Interest.

              	
                13

              
	
                Section
                  2.08.

              	
                Cancellation

              	
                14

              
	
                Section
                  2.09.

              	
                Release
                  of Collateral.

              	
                15

              
	
                Section
                  2.10.

              	
                Book-Entry
                  Notes

              	
                15

              
	
                Section
                  2.11.

              	
                Notices
                  to Clearing Agency

              	
                16

              
	
                Section
                  2.12.

              	
                Definitive
                  Notes

              	
                16

              
	
                Section
                  2.13.

              	
                Tax
                  Treatment

              	
                17

              


      

      


      ARTICLE
        THREE

       

      COVENANTS

       

      
        	
                Section
                  3.01.

              	
                Payment
                  of Principal and Interest

              	
                17

              
	
                Section
                  3.02.

              	
                Maintenance
                  of Office or Agency

              	
                17

              
	
                Section
                  3.03.

              	
                Money
                  for Payments to be Held in Trust

              	
                17

              
	
                Section
                  3.04.

              	
                Existence.

              	
                19

              
	
                Section
                  3.05.

              	
                Protection
                  of Collateral

              	
                20

              
	
                Section
                  3.06.

              	
                Opinions
                  as to Collateral

              	
                20

              
	
                Section
                  3.07.

              	
                Performance
                  of Obligations.

              	
                20

              
	
                Section
                  3.08.

              	
                Negative
                  Covenants

              	
                21

              
	
                Section
                  3.09.

              	
                Annual
                  Statement as to Compliance

              	
                22

              
	
                Section
                  3.10.

              	
                [Reserved].

              	
                23

              
	
                Section
                  3.11.

              	
                [Reserved].

              	
                23

              
	
                Section
                  3.12.

              	
                No
                  Other Business

              	
                23

              
	
                Section
                  3.13.

              	
                No
                  Borrowing

              	
                23

              
	
                Section
                  3.14.

              	
                [Reserved].

              	
                23

              


      


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      
        	
                Section
                  3.15.

              	
                Guarantees,
                  Loans, Advances and Other Liabilities

              	
                23

              
	
                Section
                  3.16.

              	
                Capital
                  Expenditures

              	
                23

              
	
                Section
                  3.17.

              	
                Removal
                  of Trust Administrator

              	
                23

              
	
                Section
                  3.18.

              	
                Restricted
                  Payments

              	
                23

              
	
                Section
                  3.19.

              	
                Notice
                  of Events of Default

              	
                24

              
	
                Section
                  3.20.

              	
                Further
                  Instruments and Acts

              	
                24

              
	
                Section
                  3.21.

              	
                Covenants
                  of the Issuing Entity

              	
                24

              
	
                Section
                  3.22.

              	
                Representations
                  and Warranties of the Issuing Entity

              	
                24

              


      

      


      ARTICLE
        FOUR

       

      SATISFACTION
        AND DISCHARGE

       

      
        	
                Section
                  4.01.

              	
                Satisfaction
                  and Discharge of Indenture

              	
                25

              
	
                Section
                  4.02.

              	
                Application
                  of Trust Money

              	
                26

              
	
                Section
                  4.03.

              	
                Repayment
                  of Moneys Held by Paying Agent

              	
                26

              
	
                Section
                  4.04.

              	
                Trust
                  Money Received by Indenture Trustee

              	
                27

              


      

      


      ARTICLE
        FIVE

       

      REMEDIES

       

      
        	
                Section
                  5.01.

              	
                Events
                  of Default

              	
                27

              
	
                Section
                  5.02.

              	
                Acceleration
                  of Maturity; Rescission and Annulment

              	
                28

              
	
                Section
                  5.03.

              	
                Collection
                  of Indebtedness and Suits for Enforcement by Indenture
                  Trustee.

              	
                29

              
	
                Section
                  5.04.

              	
                Remedies;
                  Priorities.

              	
                31

              
	
                Section
                  5.05.

              	
                Optional
                  Preservation of the Collateral

              	
                32

              
	
                Section
                  5.06.

              	
                Limitation
                  of Suits

              	
                33

              
	
                Section
                  5.07.

              	
                Unconditional
                  Rights of Noteholders To Receive Principal and Interest

              	
                33

              
	
                Section
                  5.08.

              	
                Restoration
                  of Rights and Remedies

              	
                34

              
	
                Section
                  5.09.

              	
                Rights
                  and Remedies Cumulative

              	
                34

              
	
                Section
                  5.10.

              	
                Delay
                  or Omission Not a Waiver

              	
                34

              
	
                Section
                  5.11.

              	
                Control
                  by Noteholders

              	
                34

              
	
                Section
                  5.12.

              	
                Waiver
                  of Past Defaults

              	
                35

              
	
                Section
                  5.13.

              	
                Undertaking
                  for Costs

              	
                35

              
	
                Section
                  5.14.

              	
                Waiver
                  of Stay or Extension Laws

              	
                35

              
	
                Section
                  5.15.

              	
                Action
                  on Notes

              	
                36

              
	
                Section
                  5.16.

              	
                Performance
                  and Enforcement of Certain Obligations.

              	
                36

              


      

      


      ARTICLE
        SIX

       

      THE
        INDENTURE TRUSTEE

       

      
        	
                Section
                  6.01.

              	
                Duties
                  of Indenture Trustee.

              	
                36

              
	
                Section
                  6.02.

              	
                Rights
                  of Indenture Trustee.

              	
                38

              
	
                Section
                  6.03.

              	
                Individual
                  Rights of Indenture Trustee

              	
                39

              
	
                Section
                  6.04.

              	
                Indenture
                  Trustee’s Disclaimer

              	
                39

              


      


      
        
           

        

        
          (ii)

          
            

          

        

        
           

        

      


      


      
        	
                Section
                  6.05.

              	
                Notice
                  of Defaults

              	
                39

              
	
                Section
                  6.06.

              	
                Reports
                  by Indenture Trustee to Holders

              	
                39

              
	
                Section
                  6.07.

              	
                Compensation
                  and Indemnity

              	
                40

              
	
                Section
                  6.08.

              	
                Replacement
                  of Indenture Trustee

              	
                40

              
	
                Section
                  6.09.

              	
                Successor
                  Indenture Trustee by Merger

              	
                41

              
	
                Section
                  6.10.

              	
                Appointment
                  of Co-Indenture Trustee or Separate Indenture Trustee.

              	
                42

              
	
                Section
                  6.11.

              	
                Eligibility;
                  Disqualification

              	
                43

              
	
                Section
                  6.12.

              	
                Representations
                  and Warranties

              	
                43

              
	
                Section
                  6.13.

              	
                Preferential
                  Collection of Claims Against Issuing Entity

              	
                44

              


      

      


      ARTICLE
        SEVEN

       

      NOTEHOLDERS’
        LISTS AND REPORTS

       

      
        	
                Section
                  7.01.

              	
                Note
                  Registrar To Furnish to the Indenture Trustee the Names and Addresses
                  of
                  Noteholders

              	
                44

              
	
                Section
                  7.02.

              	
                Preservation
                  of Information:  Communications to Noteholders.

              	
                44

              
	
                Section
                  7.03.

              	
                Reports
                  by Issuing Entity.

              	
                44

              
	
                Section
                  7.04.

              	
                Reports
                  by Indenture Trustee

              	
                45

              


      

      


      ARTICLE
        EIGHT

       

      ACCOUNTS,
        DISBURSEMENTS AND RELEASES

       

      
        	
                Section
                  8.01.

              	
                Collection
                  of Money

              	
                45

              
	
                Section
                  8.02.

              	
                Collection
                  Account

              	
                46

              
	
                Section
                  8.03.

              	
                Release
                  of Collateral.

              	
                46

              


      

      


      ARTICLE
        NINE

       

      SUPPLEMENTAL
        INDENTURES

       

      
        	
                Section
                  9.01.

              	
                Supplemental
                  Indentures Without Consent of Noteholders.

              	
                46

              
	
                Section
                  9.02.

              	
                Supplemental
                  Indentures with Consent of Noteholders

              	
                48

              
	
                Section
                  9.03.

              	
                Execution
                  of Supplemental Indentures

              	
                49

              
	
                Section
                  9.04.

              	
                Effect
                  of Supplemental Indenture

              	
                49

              
	
                Section
                  9.05.

              	
                Conformity
                  with Trust Indenture Act

              	
                49

              
	
                Section
                  9.06.

              	
                Reference
                  in Notes to Supplemental Indentures

              	
                49

              
	
                Section
                  9.07.

              	
                Opinion
                  of Counsel

              	
                50

              


      

      


      ARTICLE
        TEN

       

      REDEMPTION
        OF NOTES

       

      
        	
                Section
                  10.01.

              	
                Redemption

              	
                50

              
	
                Section
                  10.02.

              	
                Form
                  of Redemption Notice

              	
                50

              
	
                Section
                  10.03.

              	
                Notes
                  Payable on Redemption Date

              	
                51

              


      

      


       


      
        
           

        

        
          (iii)

          
            

          

        

        
           

        

      


      


      ARTICLE
        ELEVEN

       

      MISCELLANEOUS

       

      
        	
                Section
                  11.01.

              	
                Compliance
                  Certificates and Opinions, etc

              	
                51

              
	
                Section
                  11.02.

              	
                Form
                  of Documents Delivered to Indenture Trustee

              	
                51

              
	
                Section
                  11.03.

              	
                Acts
                  of Noteholders.

              	
                52

              
	
                Section
                  11.04.

              	
                Notices,
                  etc., to Indenture Trustee, Trust Administrator, Issuing Entity
                  and Rating
                  Agencies

              	
                53

              
	
                Section
                  11.05.

              	
                Notices
                  to Noteholders; Waiver

              	
                53

              
	
                Section
                  11.06.

              	
                Conflict
                  with Trust Indenture Act

              	
                54

              
	
                Section
                  11.07.

              	
                Effect
                  of Headings and Table of Contents

              	
                54

              
	
                Section
                  11.08.

              	
                Successors
                  and Assigns

              	
                54

              
	
                Section
                  11.09.

              	
                Severability

              	
                54

              
	
                Section
                  11.10.

              	
                Benefits
                  of Indenture and Consents of Noteholders

              	
                54

              
	
                Section
                  11.11.

              	
                Legal
                  Holidays

              	
                55

              
	
                Section
                  11.12.

              	
                Governing
                  Law

              	
                55

              
	
                Section
                  11.13.

              	
                Counterparts

              	
                55

              
	
                Section
                  11.14.

              	
                Recording
                  of Indenture

              	
                55

              
	
                Section
                  11.15.

              	
                Trust
                  Obligations.

              	
                55

              
	
                Section
                  11.16.

              	
                No
                  Petition

              	
                56

              
	
                Section
                  11.17.

              	
                Inspection

              	
                56

              


      



    EXHIBITS

    


    
      	
              EXHIBIT
                A

            	
              Forms
                of Notes

            
	
              EXHIBIT
                B

            	
              [Reserved]

            
	
              EXHIBIT
                C

            	
              Form
                of ERISA Transfer Affidavit

            


    

    


     

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          (iv)

          
            

          

        

        
          
          

        

      

    

    


    This
      INDENTURE, dated as of [____________], 2007 (this “Indenture”), is among
      SUNTRUST
      [               ]
      TRUST, SERIES 200[  ]-[__], a Delaware statutory trust (the “Issuing
      Entity”), [_________________], a [________________], as Trust Administrator
      (the “Trust Administrator”) and [_________________], a [___________], as
      indenture trustee
      and not in its individual capacity (the “Indenture Trustee”).

     

    Each
      party agrees as follows for the benefit of the other party, for the equal and
      ratable benefit of the Holders of the Issuing Entity’s variable rate Notes in
      the Classes specified herein (the “Notes”) and the Swap
      Counterparty:

     

    GRANTING
      CLAUSE

     

    The
      Issuing Entity hereby Grants to the Indenture Trustee at the Closing Date,
      as
      Indenture Trustee for the benefit of the Holders of the Notes and the Swap
      Counterparty, all of the Issuing Entity’s right, title and interest, whether now
      owned or hereafter acquired, in and to:  (i) the Trust Estate (as
      defined in the Transfer and Servicing Agreement); (ii) the Issuing Entity’s
      rights and benefits but none of its obligations under the Transfer and Servicing
      Agreement (including the Issuing Entity’s right to cause the Seller to
      repurchase Mortgage Loans from the Issuing Entity under the circumstances
      described therein); (iii) the Issuing Entity’s rights and benefits but none of
      its obligations under the Custodial Agreement; (iv) the Issuing Entity’s rights
      and benefits but none of its obligations under the Mortgage Loan Purchase
      Agreement; (v) the Trust Account, the Pre-Funding Account and all amounts and
      property in the Trust Account and the Pre-Funding Account, and the Security
      Entitlements to all Financial Assets credited to such accounts from time to
      time; (vi) the Swap Agreement, and all rights of the Trust and payments
      thereunder; (vii) all other property of the Trust from time to time; and (viii)
      all present and future claims, demands, causes of action and choses in action
      in
      respect of any or all of the foregoing and all payments on or under and all
      proceeds of every kind and nature whatsoever in respect of any or all of the
      foregoing, including all proceeds of the conversion thereof, voluntary or
      involuntary, into cash or other liquid property, all cash proceeds, accounts,
      accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
      accounts, insurance proceeds, condemnation awards, rights to payment of any
      and
      every kind and other forms of obligations and receivables, instruments and
      other
      property which at any time constitute all or part of or are included in the
      proceeds of any of the foregoing (collectively, the “Collateral”).

     

    The
      foregoing Grant is made in trust to secure the payment of principal of and
      interest on, and any other amounts owing in respect of, the Notes, and to secure
      (i) the payment of all amounts due on the Notes and the Swap Agreement in
      accordance with their terms, (ii) the payment of all other sums payable under
      the Indenture with respect to the Notes, and (iii) compliance with the
      provisions of this Indenture, all as provided in this Indenture.

     

    The
      Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes
      and the Swap Counterparty, acknowledges such Grant, accepts the trusts under
      this Indenture in accordance with the provisions of this Indenture and agrees
      to
      perform its duties required of it in this Indenture in accordance with its
      terms.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      ONE

     

    DEFINITIONS
      AND INCORPORATION BY REFERENCE

     

    Section
      1.01.                                Definitions.

     

    (a)           Except
      as otherwise specified herein or as the context may otherwise require, the
      following terms have the respective meanings set forth below for all purposes
      of
      this Indenture.

     

    [NOTE:  The
      following definitions and certain provisions of this Indenture generally include
      references to the securities structure and payment terms from a deal involving
      a
      notional class and a swap agreement.  The securities structure is
      illustrative of the securities structures that SunTrust Mortgage Securitization,
      LLC may include in takedowns from its shelf-registration
      statement.  Please note that this is a different securities structure
      from that presented in the accompanying offering
      document.]

     

    Act:  The
      meaning specified in Section 11.03(a).

     

    Authorized
      Officer:  With respect to the Issuing Entity, any officer of the
      Owner Trustee who is authorized to act for the Owner Trustee in matters relating
      to the Issuing Entity and who is identified on the list of Authorized Officers
      delivered by the Owner Trustee to the Indenture Trustee on the Closing Date
      (as
      such list may be modified or supplemented from time to time thereafter) and,
      so
      long as the Transfer and Servicing Agreement is in effect, any Vice President,
      Assistant Vice President, Trust Officer or more senior officer of the Trust
      Administrator who is authorized to act for the Trust Administrator in matters
      relating to the Issuing Entity and to be acted upon by the Trust Administrator
      pursuant to the Transfer and Servicing Agreement and who is identified on the
      list of Authorized Officers delivered by the Trust Administrator to the
      Indenture Trustee on the Closing Date (as such list may be modified or
      supplemented from time to time thereafter).

     

    Book-Entry
      Notes:  Beneficial interests in Notes designated as “Book-Entry
      Notes” in this Indenture, ownership and transfers of which shall be evidenced or
      made through book entries by a Clearing Agency as described in Section 2.11;
      provided, that after the occurrence of a condition whereupon Definitive Notes
      are to be issued to Note Owners, such Book-Entry Notes shall no longer be
“Book-Entry Notes.”

     

    Certificate
      of Trust:  The certificate of trust of the Issuing Entity
      substantially in the form of Exhibit C to the Trust Agreement.

     

    Class
      M Notes:  Each of the Class M1, Class M2, Class M3, Class M4,
      Class M5, Class M6 and Class M7 Notes.

     

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

     

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


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

     

    Clearstream:  Clearstream
      Banking Luxembourg, and any successor thereto.

     

    Collateral:  The
      meaning specified in the Granting Clause of this Indenture.

     

    Commission:  The
      Securities and Exchange Commission.

     

    Current
      Interest:  As defined in the Transfer and Servicing
      Agreement.

     

    Default:  Any
      occurrence that is, or with notice or the lapse of time or both would become,
      an
      Event of Default.

     

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

     

    Depository
      Institution:  Any depository institution or trust company,
      including the Indenture Trustee, that (a) is incorporated under the laws of
      the
      United States of America or any State thereof, (b) is subject to supervision
      and
      examination by federal or state banking authorities and (c) has outstanding
      unsecured commercial paper or other short-term unsecured debt obligations that
      are rated in the highest rating category by each Rating Agency, or is otherwise
      acceptable to each Rating Agency.

     

    Euroclear:  Euroclear
      SA/NV, as operator of the Euroclear System.

     

    Event
      of Default:  The meaning specified in Section 5.01.

     

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

     

    Executive
      Officer:  With respect to any corporation or limited liability
      company, the Chief Executive Officer, Chief Operating Officer, Chief Financial
      Officer, President, Manager, Executive Vice President, any Vice President,
      the
      Secretary or the Treasurer of such entity; and with respect to any partnership,
      any general partner thereof.

     

    Global
      Securities:  The meaning specified in Section
      2.01(a).

     

    Grant:  Mortgage,
      pledge, bargain, sell, warrant, alienate, remise, release, convey, assign,
      transfer, create, and grant a lien upon and a security interest in and a right
      of set-off against, deposit, set over and confirm pursuant to this
      Indenture.  A Grant of the Collateral or of any other agreement or
      instrument shall include all rights, powers and options (but none of the
      obligations) of the granting party thereunder, including the immediate and
      continuing right to claim for, collect, receive and give receipt for principal
      and interest payments in respect of the Collateral and all other moneys payable
      thereunder, to give and receive notices and other communications, to make
      waivers or other agreements, to exercise all rights and options, to bring
      Proceedings in the name of the granting party or otherwise, and generally to
      do
      and receive

     

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    anything
      that the granting party is or may be entitled to do or receive thereunder or
      with respect thereto.

     

    Holder
      or Noteholder:  A Person in whose name a Note is registered on
      the Note Register.

     

    Independent:  When
      used with respect to any specified Person, that such Person (a) is in fact
      independent of the Issuing Entity, any other obligor on the Notes, the Seller
      and any Affiliate of any of the foregoing Persons, (b) does not have any direct
      financial interest or any material indirect financial interest in the Issuing
      Entity, any such other obligor, the Seller or any Affiliate of any of the
      foregoing Persons and (c) is not connected with the Issuing Entity, any such
      other obligor, the Seller or any Affiliate of any of the foregoing Persons
      as an
      officer, employee, promoter, underwriter, trustee, partner, director or person
      performing similar functions.

     

    Independent
      Certificate:  A certificate or opinion to be delivered to the
      Indenture Trustee under the circumstances described in, and otherwise complying
      with, the applicable requirements of Section 11.01, made by an Independent
      appraiser or other expert appointed by an Issuing Entity Order and approved
      by
      the Indenture Trustee in the exercise of reasonable care, and such opinion
      or
      certificate shall state that the signer has read the definition of “Independent”
in this Indenture and that the signer is Independent within the meaning
      thereof.

     

    Issuing
      Entity:  SunTrust
      [                    ]
      Trust, Series 200[  ]-[__], a Delaware statutory trust, or any
      successor and, for purposes of any provision contained herein and required
      by
      the TIA, each other obligor on the Notes.

     

    Issuing
      Entity Order or Issuing Entity Request:  A written order or
      request signed in the name of the Issuing Entity by any one of its Authorized
      Officers and delivered to the Indenture Trustee.

     

    Non-Priority
      Class Note:  As of any date of determination, any Outstanding Note
      other than the related Notes that comprise the Priority Class
      Notes.

     

    Note:  Any
      of the Class 1-A, Class 2-Al, Class 2-A2, Class 2-A3, Class Ml, Class M2, Class
      M3, Class M4, Class M5, Class M6 and Class M7 Notes issued pursuant to this
      Indenture, substantially in the forms attached hereto as Exhibit A.

     

    Note
      Owner or Owner:  With respect to a Book-Entry Note, the Person
      that is the beneficial owner of such Book-Entry Note, as reflected on the books
      of the Clearing Agency or on the books of a Person maintaining an account with
      such Clearing Agency (directly as a Clearing Agency Participant or as an
      indirect participant, in each case in accordance with the rules of such Clearing
      Agency), and with respect to a Definitive Note, the Person that is the
      registered owner of such Note as reflected in the Note Register.

     

    Note
      Register:  The meaning specified in Section 2.04.

     

    Note
      Registrar:  The meaning specified in Section 2.04.  The
      initial Note Registrar shall be the Trust Administrator.

     

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    Officer’s
      Certificate:  A certificate signed by any Authorized Officer of
      the Issuing Entity, under the circumstances described in, and otherwise
      complying with, the applicable requirements of Section 11.01, and delivered
      to
      the Indenture Trustee.  Unless otherwise specified, any reference in
      this Indenture to an Officer’s Certificate shall be to an Officer’s Certificate
      of any Authorized Officer of the Issuing Entity.

     

    Outstanding:  As
      of the date of determination, all Notes theretofore authenticated and delivered
      under this Indenture except:

     

    (i)           Notes
      theretofore cancelled by the Note Registrar or delivered to the Note Registrar
      for cancellation;

     

    (ii)           Notes
      the payment for which money in the necessary amount has been theretofore
      deposited with the Trust Administrator or any Paying Agent in trust for the
      Holders of such Notes (provided, however, that if such Notes are to be
      redeemed, notice of such redemption has been duly given pursuant to this
      Indenture or provision for such notice has been made, satisfactory to the Trust
      Administrator); and

     

    (iii)           Notes
      in exchange for or in lieu of which other Notes have been authenticated and
      delivered pursuant to this Indenture unless proof satisfactory to the Indenture
      Trustee is presented that any such Notes are held by a protected
      purchaser;

     

    provided,
      that in determining whether the Holders of the requisite Outstanding Balance
      of
      the Notes have given any request, demand, authorization, direction, notice,
      consent or waiver hereunder or under any Operative Agreement, Notes owned by
      the
      Issuing Entity, any other obligor upon the Notes, the Depositor, the Owner
      Trustee, the Indenture Trustee, the Master Servicer, any Servicer, the Trust
      Administrator or any Affiliate of any of the foregoing Persons shall be
      disregarded and deemed not to be Outstanding, except that, in determining
      whether the Indenture Trustee shall be protected in relying upon any such
      request, demand, authorization, direction, notice, consent or waiver, only
      Notes
      that the Indenture Trustee knows to be so owned shall be so disregarded (unless
      such action requires the consent, waiver, request or demand of 100% of the
      Outstanding Balance represented by a particular Class and 100% of the
      Outstanding Balance represented by such Class is registered in the name of
      one
      or more of the foregoing entities).  Notes so owned that have been
      pledged in good faith may be regarded as Outstanding if the pledgee establishes
      to the satisfaction of the Indenture Trustee the pledgee’s right so to act with
      respect to such Notes and that the pledgee is not the Issuing Entity, any other
      obligor upon the Notes, the Depositor, the Owner Trustee, the Indenture Trustee,
      the Master Servicer, any Servicer, the Trust Administrator or any Affiliate
      of
      any of the foregoing Persons.

     

    Outstanding
      Balance:  The aggregate principal or notional amount of the Notes
      Outstanding as of the date of determination.

     

    Paying
      Agent:  Initially, the Trust Administrator or any other Person
      that meets the eligibility standards for the Indenture Trustee specified in
      Section 6.11 and is authorized by the Issuing Entity, in accordance with the
      provisions of Section 3.03, to make payments to and distributions from the
      Trust
      Account, including payments of principal of or interest on the Notes on behalf
      of the Issuing Entity.

     

    


    
      
        
          
          

        

        
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    Permitted
      Transferee:  Means (i) an entity for federal income tax purposes
      that qualifies as (a) a single REIT, (b) a Qualified REIT Subsidiary of such
      REIT, or (c) an entity that is disregarded for federal income tax purposes
      that
      is wholly owned by such related REIT or related Qualified REIT Subsidiary or
      (ii) a lender or repurchase agreement counterparty in a repurchase agreement
      or
      secured lending transaction that qualifies as a borrowing for federal income
      tax
      purposes.

     

    Predecessor
      Note:  With respect to any particular Note, every previous Note
      evidencing all or a portion of the same debt as that evidenced by such
      particular Note; and, for the purpose of this definition, any Note authenticated
      and delivered under Section 2.04 in lieu of a mutilated, lost, destroyed or
      stolen Note shall be deemed to evidence the same debt as the mutilated, lost,
      destroyed or stolen Note.

     

    Priority
      Class Notes:  Until the Class Principal Amounts of the Senior
      Notes are reduced to zero and all sums payable to the Holders of the Senior
      Notes have been paid in full, the Senior Notes; when the Class Principal Amounts
      of the Senior Notes have been reduced to zero and all amounts payable to the
      Holders of the Senior Notes have been paid in full, the Class M1 Notes; when
      the
      Class Principal Amounts of the Senior Notes and the Class M1 Notes have been
      reduced to zero and all sums payable to the Holders of such Classes have been
      paid in full, the Class M2 Notes; when the Class Principal Amounts of the Senior
      Notes, the Class M1 Notes and the Class M2 Notes have been reduced to zero
      and
      all sums payable to the Holders of such Classes have been paid in full, the
      Class M3 Notes; when the Class Principal Amounts of the Senior Notes, the Class
      M1 Notes, the Class M2 Notes and the Class M3 Notes have been reduced to zero
      and all sums payable to the Holders of such Classes have been paid in full,
      the
      Class M4 Notes; when the Class Principal Amounts of the Senior Notes, the Class
      M1 Notes, the Class M2 Notes, the Class M3 Notes and the Class M4 Notes have
      been reduced to zero and all sums payable to the Holders of such Classes have
      been paid in full, the Class M5 Notes; when the Class Principal Amounts of
      the
      Senior Notes and the Class M1 Notes, the Class M2 Notes, the Class M3 Notes,
      the
      Class M4 Notes and the Class M5 Notes have been reduced to zero and all sums
      payable to the Holders of such Classes have been paid in full, the Class M6
      Notes; and when the Class Principal Amounts of the Senior Notes and the Class
      M1
      Notes, the Class M2 Notes, the Class M3 Notes, the Class M4 Notes, the Class
      M5
      Notes and the Class M6 Notes have been reduced to zero and all sums payable
      to
      the Holders of such Classes have been paid in full, the Class M7
      Notes.

     

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

     

    Prospective
      Owner:  Each prospective purchaser and any subsequent transferee
      of a Note.

     

    Rating
      Agency Condition:  With respect to any action to which the Rating
      Agency Condition applies, that each Rating Agency shall have been given 10
      days
      (or such shorter period as is acceptable to each Rating Agency) prior notice
      thereof and that each Rating Agency shall have notified the Depositor, the
      Issuing Entity and the Indenture Trustee in writing that such action will not
      result in a reduction or withdrawal of the then current rating of the rated
      Notes.

     

    


    
      
        
          
          

        

        
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    Redemption
      Date:  In the case of a redemption of the Notes pursuant to
      Section 10.01, the Payment Date specified by the Indenture Trustee in the notice
      delivered pursuant to Section 10.02.

     

    Responsible
      Officer:  Any officer of the Indenture Trustee with direct
      responsibility for administration of the Indenture.

     

    Retained
      Notes:  Those certain Classes, or portions of certain Classes, of
      Notes which, at the time of their issuance, [______________], as the owner
      of
      the Ownership Certificate, either directly or indirectly through one or more
      of
      its Qualified REIT Subsidiaries or entities that are disregarded for United
      States federal income tax purposes that are wholly owned by the related REIT
      or
      a related Qualified REIT Subsidiary, acquires beneficial ownership
      thereof.

     

    Senior
      Principal Notes:  Each of the Class 1-A, Class 2-A1, Class 2-A2
      and Class 2-A3 Notes.

     

    State:  Any
      one of the 50 States of the United States of America or the District of
      Columbia.

     

    Transfer
      and Servicing Agreement:  The Transfer and Servicing Agreement
      dated as of [____________], 2007, among the Issuing Entity, SunTrust Mortgage
      Securitization, LLC, as depositor, [_______________], as master servicer and
      trust administrator, [_______________ ____________], as indenture trustee,
      STB
      Real Estate (Georgia), Inc., as seller, SunTrust Mortgage Inc., as servicer,
      and
      [______________], as subservicer, as such may be amended or supplemented from
      time to time.

     

    Trust
      Indenture Act or TIA:  The Trust Indenture Act of 1939 as in force
      on the date hereof, unless otherwise specifically provided.

     

    (b)           Except
      as otherwise specified herein or as the context may otherwise require,
      capitalized terms used but not otherwise defined herein shall have the meanings
      assigned to them in the Transfer and Servicing Agreement.

     

    Section
      1.02.                                Incorporation
      by Reference of Trust Indenture Act.  Whenever this Indenture
      refers to a provision of the TIA, the provision is incorporated by reference
      in
      and made a part of this Indenture.  The following TIA terms used in
      this Indenture have the following meanings:

     

    “Commission”
      means the Securities and Exchange Commission.

     

    “indenture
      securities” means the Notes.

     

    “indenture
      security holder” means a Noteholder.

     

    “indenture
      to be qualified” means this Indenture.

     

    “indenture
      trustee” or “institutional trustee” means the Indenture Trustee.

     

    


    
      
        
          
          

        

        
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    “obligor”
      on the indenture securities means the Issuing Entity and any other obligor
      on
      the indenture securities.

     

    All
      other
      TIA terms used in this Indenture that are defined in the TIA, defined by TIA
      reference to another statute or defined by rule of the Securities and Exchange
      Commission have the respective meanings assigned to them by such
      definitions.

     

    Section
      1.03.                                Rules
      of Construction.  Unless the context otherwise
      requires:

     

    (i)           a
      term has the meaning assigned to it;

     

    (ii)           an
      accounting term not otherwise defined has the meaning assigned to it in
      accordance with generally accepted accounting principles as in effect from
      time
      to time;

     

    (iii)           “or”
      is not exclusive;

     

    (iv)           “including”
      means including without limitation;

     

    (v)           words
      in the singular include the plural and words in the plural include the
      singular;

     

    (vi)           any
      agreement, instrument or statute defined or referred to herein or in any
      instrument or certificate delivered in connection herewith means such agreement,
      instrument or statute as from time to time amended, modified or supplemented
      and
      includes (in the case of agreements or instruments) references to all
      attachments thereto and instruments incorporated therein; references to a Person
      are also to its permitted successors and assigns;

     

    (vii)           terms
      defined in the UCC and not otherwise defined herein shall have the meaning
      assigned to them in the UCC; and

     

    (viii)          to
      “U.S. dollars”, “dollars”, or the sign “$” shall be construed as references to
      United States dollars which are freely transferable by residents and
      non-residents of the United States of America and convertible by such persons
      into any other freely convertible currency unless such transferability or
      convertibility is restricted by any law or regulation of general application
      in
      which event references to “U.S. dollars”, “dollars”, or the sign “$” shall be
      construed as references to such coin or currency of the United States of America
      as at the time of payment shall be legal tender for the payment of public and
      private debts in the United States of America, and “cents” shall be construed
      accordingly.

     

    ARTICLE
      TWO

     

    THE
      NOTES

     

    Section
      2.01.                                Form.  The
      Notes shall be designated as the “SunTrust
      [             ]
      Trust, Series 200[  ]-[__] Mortgage-Backed Notes.”  The
      Notes, together with the Trust Administrator’s certificate of authentication,
      shall be in substantially the forms set forth in Exhibit A with
      such

     

    


    
      
        
          
          

        

        
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    appropriate
      insertions, omissions, substitutions and other variations as are required or
      permitted by this Indenture, and may have such letters, numbers or other marks
      of identification and such legends or endorsements placed thereon as may,
      consistently herewith, be determined by the officers executing such Notes,
      as
      evidenced by their execution of the Notes.  Any portion of the text of
      any Note may be set forth on the reverse thereof, with an appropriate reference
      thereto on the face of the Note.

     

    The
      Definitive Notes and the global certificates (“Global Securities”) representing
      the Book-Entry Notes shall be typewritten, printed, lithographed or engraved
      or
      produced by any combination of these methods (with or without steel engraved
      borders), all as determined by the officers executing such Notes, as evidenced
      by their execution of such Notes.

     

    Each
      Note
      shall be dated the date of its authentication.  The terms of the Notes
      set forth in Exhibit A are part of the terms of this Indenture.

     

    Section
      2.02.                                Execution,
      Authentication and Delivery.  The Notes shall be executed on
      behalf of the Issuing Entity by any Authorized Officer of the Owner
      Trustee.  The signature of any such Authorized Officer on the Notes
      may be manual or facsimile.

     

    Notes
      bearing the manual or facsimile signature of individuals who were at any time
      Authorized Officers of the Owner Trustee or the Trust Administrator shall bind
      the Issuing Entity, notwithstanding that such individuals or any of them have
      ceased to hold such offices prior to the authentication and delivery of such
      Notes or did not hold such offices at the date of such Notes.

     

    The
      Trust
      Administrator shall, upon Issuing Entity Order, authenticate and deliver the
      Notes for original issue in the aggregate principal or notional amounts with
      respect to each Class as specified below:

     

    
      	 	
              Class

            	
              Class
                Principal Amount

            	 
	 	
              1-A

            	
              $[                      ]

            	 
	 	
              2-Al

            	
              $[                      ]

            	 
	 	
              2-A2

            	
              $[                      ]

            	 
	 	
              2-A3

            	
              $[                      ]

            	 
	 	
              Ml

            	
              $[                      ]

            	 
	 	
              M2

            	
              $[                      ]

            	 
	 	
              M3

            	
              $[                      ]

            	 
	 	
              M4

            	
              $[                      ]

            	 
	 	
              M5

            	
              $[                      ]

            	 
	 	
              M6

            	
              $[                      ]

            	 
	 	
              M7

            	
              $[                      ]

            	 


    

    


    The
      aggregate principal amounts of such Classes of Notes outstanding at any time
      may
      not exceed such respective amounts.

     

    


    
      
        
          
          

        

        
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    The
      Senior Principal Notes will be issued in minimum principal amount denominations
      of $[100,000] and integral multiples of $1 in excess thereof.  The
      Class M Notes will be issued in minimum denominations of $[100,000] and integral
      multiples of $1,000 in excess thereof.

     

    Any
      Retained Notes will be subject to the same restrictions and consequences
      applicable to the Ownership Certificate as set forth in Section 3.03 of the
      Trust Agreement unless either (a) as of the date such Retained Notes are
      sold or transferred to a third party or taxable REIT subsidiary (within the
      meaning of the Code): (i) the owner of the Ownership Certificate is a Permitted
      Transferee; (ii) no modifications have been made to the transaction documents
      as
      of the date of such sale or transfer; (iii) the respective ratings of the
      Retained Notes as of the date of such sale or transfer are not lower than the
      ratings for such Retained Notes as of the Closing Date; and (iv) no adverse
      changes have been made to (or that would adversely affect the application of)
      the legal authorities applicable to the Closing Date tax opinions or (b) a
      tax
      opinion is delivered from a nationally recognized law firm generally recognized
      to be qualified to opine concerning the tax aspects of asset securitization
      that
      (i) the Retained  Notes “will be debt” and (ii) after the sale or
      transfer, the Trust will continue to qualify as a Qualified REIT Subsidiary
      for
      federal income tax purposes.  For purposes of this Section 2.02, in
      determining whether a holder of Retained Notes complies with the provisions
      of
      Section 3.03 of the Trust Agreement, such holder will be deemed to be the
      Certificateholder.

     

    No
      Note
      shall be entitled to any benefit under this Indenture or be valid or obligatory
      for any purpose, unless there appears on such Note a certificate of
      authentication substantially in the form provided for herein executed by the
      Trust Administrator by the manual signature of one of its authorized
      signatories, and such certificate upon any Note shall be conclusive evidence,
      and the only evidence, that such Note has been duly authenticated and delivered
      hereunder.

     

    Section
      2.03.                                Limitation
      on Transfer of Notes.

     

    (a)           No
      transfer of a Note in the form of a Definitive Note shall be made unless the
      Note Registrar shall have received a representation from the transferee of
      such
      Note, acceptable to and in form and substance satisfactory to the Note Registrar
      and the Depositor (such requirement is satisfied only by the Note Registrar’s
      receipt of a transfer affidavit from the transferee substantially in the form
      of
      Exhibit C hereto), to the effect that such transferee (i) is not acquiring
      such
      note for, or with the assets of, an employee benefit plan or other retirement
      arrangement that is subject to Section 406 of ERISA or to Section 4975 of the
      Code or to any substantially similar law (“Similar Law”), or any entity deemed
      to hold the plan assets of the foregoing (collectively, “Benefit Plans”), or
      (ii) its acquisition and holding of such Notes for, or with the assets of,
      a
      Benefit Plan will not result in a non-exempt prohibited transaction under
      Section 406 of ERISA or Section 4975 of the Code which is not covered under
      Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE 91-38,
      PTCE 95-60, PTCE 96-23 or some other applicable exemption, and will not result
      in a non-exempt violation of any Similar Law.

     

    In
      the
      case of a Note that is a Book-Entry Note, for purposes of clauses (i) or (ii)
      of
      the preceding paragraph, such representations shall be deemed to have been
      made
      to the Note Registrar by the transferee’s acceptance of such Note that is a
      Book-Entry Note (or the acceptance by a Note Holder of the beneficial interest
      in such Note).

     

    


    
      
        
          
          

        

        
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    None
      of
      the Indenture Trustee, the Note Registrar or the Depositor shall have any
      liability to any Person for any registration of transfer of any Note that is
      in
      fact not permitted by this Section 2.03(a) or for the Indenture Trustee or
      the
      Paying Agent making any payments due on such Note to the Holder thereof or
      taking any other action with respect to such Holder under the provisions of
      this
      Indenture so long as the transfer was registered by the Note Registrar in
      accordance with the foregoing requirements.  In addition, none of the
      Indenture Trustee, the Note Registrar or the Depositor shall be required to
      monitor, determine or inquire as to compliance with the transfer restrictions
      with respect to any Note in the form of a Book-Entry Note, and none of the
      Indenture Trustee, the Note Registrar or the Depositor shall have any liability
      for transfers of Book-Entry Notes or any interests therein made in violation
      of
      the restrictions on transfer described in the Prospectus and this
      Indenture.

     

    In
      the
      event that a Note is transferred to a Person that does not meet the requirements
      of this Section 2.03, such transfer shall be of no force and effect, shall
      be
      void ab initio, and shall not operate to transfer any rights to such
      Person, notwithstanding any instructions to the contrary to the Issuing Entity,
      the Indenture Trustee or any intermediary; and the Trust Administrator shall
      not
      make any payments on such Note for as long as such Person is the Holder of
      such
      Note.

     

    Each
      Note
      shall contain a legend substantially similar to the applicable legend provided
      in Exhibit A hereto stating that transfer of such Notes is subject to certain
      restrictions as set forth herein.

     

    (b)           Any
      purported transfer of a Note (or any interest therein) not in accordance with
      this Section 2.03 shall be null and void and shall not be given effect for
      any
      purpose hereunder.

     

    (c)           The
      Trust Administrator will not have the ability to monitor transfers of the Notes
      while they are in book-entry form and will have no liability for transfers
      of
      Book-Entry Notes in violation of any of the transfer restrictions described
      in
      this Section 2.03.

     

    Section
      2.04.                                Registration;
      Registration of Transfer and Exchange.  The Issuing Entity shall
      cause the Note Registrar to keep a register (the “Note Register”) in which,
      subject to such reasonable regulations as it may prescribe and the restrictions
      on transfers of the Notes set forth herein, the Issuing Entity shall provide
      for
      the registration of Notes and the registration of transfers of
      Notes.  The Trust Administrator initially shall be the “Note
      Registrar” for the purpose of registering Notes and transfers of Notes as herein
      provided.  Upon any resignation of any Note Registrar, the Issuing
      Entity shall promptly appoint a successor or, if it elects not to make such
      an
      appointment, assume the duties of Note Registrar.

     

    If
      a
      Person other than the Indenture Trustee is appointed by the Issuing Entity
      as
      Note Registrar, the Issuing Entity will give the Indenture Trustee prompt
      written notice of the appointment of such Note Registrar and of the location,
      and any change in the location, of the Note Register, and the Indenture Trustee
      shall have the right to inspect the Note Register at all reasonable times and
      to
      obtain copies thereof, and the Indenture Trustee shall have the right to rely
      upon a certificate executed on behalf of the Note Registrar by an Executive
      Officer thereof as to the names and addresses of the Holders of the Notes and
      the principal amounts and number of such Notes.

     

    


    
      
        
          
          

        

        
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    Subject
      to Section 2.03 upon surrender for registration of transfer of any Note at
      the
      office or agency of the Issuing Entity to be maintained as provided in Section
      3.02, the Issuing Entity shall execute, and the Note Registrar shall
      authenticate and the Noteholder shall be entitled to obtain from the Note
      Registrar, in the name of the designated transferee or transferees, one or
      more
      new Notes of the same Class in any authorized denominations, of a like aggregate
      principal amount.

     

    At
      the
      option of the Holder, Notes may be exchanged for other Notes of the same Class
      in any authorized denominations, of a like aggregate principal amount, upon
      surrender of the Notes to be exchanged at such office or
      agency.  Whenever any Notes are so surrendered for exchange, the
      Issuing Entity shall execute, and the Note Registrar shall authenticate and
      the
      Noteholder shall be entitled to obtain from the Indenture Trustee, the Notes
      which the Noteholder making the exchange is entitled to receive.

     

    All
      Notes
      issued upon any registration of transfer or exchange of Notes shall be the
      valid
      obligations of the Issuing Entity, evidencing the same debt, and entitled to
      the
      same benefits under this Indenture, as the Notes surrendered upon such
      registration of transfer or exchange.

     

    Every
      Note presented or surrendered for registration of transfer or exchange shall
      be
      duly endorsed by, or be accompanied by a written instrument of transfer in
      form
      satisfactory to the Note Registrar duly executed by, the Holder thereof or
      such
      Holder’s attorney duly authorized in writing, with such signature guaranteed by
      an “eligible guarantor institution” meeting the requirements of the Note
      Registrar, which requirements include membership or participation in the
      Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature
      guarantee program” as may be determined by the Note Registrar in addition to, or
      in substitution for, STAMP.

     

    No
      service charge shall be made to a Holder for any registration of transfer or
      exchange of Notes, but the Issuing Entity or the Note Registrar may require
      payment of a sum sufficient to cover any tax or other governmental charge that
      may be imposed in connection with any registration of transfer or exchange
      of
      Notes.

     

    The
      preceding provisions of this Section notwithstanding, the Issuing Entity shall
      not be required to make and the Note Registrar need not register transfers
      or
      exchanges of Notes selected for redemption or of any Note for a period of 15
      days preceding the due date for any payment with respect to such
      Note.

     

    Section
      2.05.                                Mutilated,
      Destroyed, Lost or Stolen Notes.  If (i) any mutilated Note is
      surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence
      to its satisfaction of the destruction, loss or theft of any Note, and (ii)
      there is delivered to the Indenture Trustee such security or indemnity as may
      be
      required by it to hold the Issuing Entity and the Indenture Trustee harmless,
      then, in the absence of actual notice to the Issuing Entity, the Note Registrar
      or the Indenture Trustee that such Note has been acquired by a protected
      purchaser, and upon certification provided by the Holder of such Note that
      the
      requirements of Section 8-405 of the Relevant UCC are met, the Issuing Entity
      shall execute, and upon its request the Note Registrar shall authenticate and
      deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
      or
      stolen Note, a replacement Note; provided, however, that if
      any such

     

    


    
      
        
          
          

        

        
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    destroyed,
      lost or stolen Note, but not a mutilated Note, shall have become or within
      seven
      days shall be due and payable, or shall have been called for redemption, instead
      of issuing a replacement Note, the Issuing Entity may pay such destroyed, lost
      or stolen Note when so due or payable or upon the Redemption Date without
      surrender thereof.  If, after the delivery of such replacement Note or
      payment of a destroyed, lost or stolen Note pursuant to the proviso to the
      preceding sentence, a bona fide purchaser of the original Note in lieu of which
      such replacement Note was issued presents for payment such original Note, the
      Issuing Entity and the Note Registrar shall be entitled to recover such
      replacement Note (or such payment) from the Person to whom it was delivered
      or
      any Person taking such replacement Note from such Person to whom such
      replacement Note was delivered or any assignee of such Person, except a
      protected purchaser, and shall be entitled to recover upon the security or
      indemnity provided therefor to the extent of any loss, damage, cost or expense
      incurred by the Issuing Entity or the Indenture Trustee in connection
      therewith.

     

    Upon
      the
      issuance of any replacement Note under this Section, the Issuing Entity, the
      Indenture Trustee or the Note Registrar may require the payment by the Holder
      of
      such Note of a sum sufficient to cover any tax or other governmental charge
      that
      may be imposed in relation thereto and any other reasonable expenses (including
      the fees and expenses of the Indenture Trustee) connected
      therewith.

     

    Every
      replacement Note issued pursuant to this Section in replacement of any
      mutilated, destroyed, lost or stolen Note shall constitute an original
      additional contractual obligation of the Issuing Entity, whether or not the
      mutilated, destroyed, lost or stolen Note shall be at any time enforceable
      by
      anyone, and shall be entitled to all the benefits of this Indenture equally
      and
      proportionately with any and all other Notes duly issued hereunder.

     

    The
      provisions of this Section are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Notes.

     

    Section
      2.06.                                Persons
      Deemed Owners.  Prior to due presentment for registration of
      transfer of any Note, the Issuing Entity, the Trust Administrator, the Indenture
      Trustee and any agent of the Issuing Entity or the Indenture Trustee may treat
      the Person in whose name any Note is registered (as of the day of determination)
      as the owner of such Note for the purpose of receiving payments of principal
      of
      and interest, if any, on such Note and for all other purposes whatsoever,
      whether or not such Note be overdue, and none of the Issuing Entity, the Trust
      Administrator, the Indenture Trustee or any agent of the Issuing Entity or
      the
      Indenture Trustee shall be affected by notice to the contrary.

     

    Section
      2.07.                                Payment
      of Principal and Interest.

     

    (a)           Each
      Class of Notes shall accrue interest at the Interest Rate as set forth in the
      Transfer and Servicing Agreement, and such interest shall be payable on each
      Payment Date, subject to Section 3.01.  Interest shall be computed on
      each Class of LIBOR Notes on the basis of a 360-day year and the actual number
      of days elapsed in each Accrual Period.  Interest shall be computed on
      each Class of Notes (other than any Class of LIBOR Notes) on the basis of a
      360-day year consisting of twelve 30-day months.  With respect to each
      outstanding Class of

     

    


    
      
        
          
          

        

        
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    LIBOR
      Notes, the Trust Administrator shall determine LIBOR for each applicable Accrual
      Period on the second London Business Day prior thereto, in accordance with
      the
      provisions of the Transfer and Servicing Agreement.  All interest
      payments on each Class of Notes shall be made in the order provided for in
      Section 6.02 of the Transfer and Servicing Agreement.  Any installment
      of interest or principal payable on any Note shall be paid on the applicable
      Payment Date to the Person in whose name such Note (or one or more Predecessor
      Notes) is registered on the Record Date by check mailed first-class postage
      prepaid to such Person’s address as it appears on the Note Register on such
      Record Date or, upon written request made to the Note Registrar and the Paying
      Agent at least five Business Days prior to the related Record Date, by the
      Holder of a Note having an initial Note Principal Amount of not less than
      $2,500,000 by wire transfer in immediately available funds to an account
      specified in the request and at the expense of such Noteholder, except that,
      unless Definitive Notes have been issued pursuant to Section 2.12, with respect
      to Notes registered on the Record Date in the name of the nominee of the
      Clearing Agency (initially, such nominee to be Cede & Co.), payment will be
      made by wire transfer in immediately available funds to the account designated
      by such nominee, except for the final installment of principal payable with
      respect to such Note on a Payment Date or on the applicable Maturity Date for
      such Class of Notes (and except for the Redemption Price for any Note called
      for
      redemption pursuant to Section 10.01), which shall be payable as provided
      below.  The funds represented by any such checks returned undelivered
      shall be held in accordance with Section 3.03.

     

    (b)           The
      principal of the Notes shall be payable in installments on each Payment Date
      as
      provided herein and in the Notes, subject to Section
      3.01.  Notwithstanding the foregoing, the entire unpaid principal
      amount of the Notes shall be due and payable, if not previously paid, on the
      date on which an Event of Default shall have occurred and be continuing, if
      the
      Indenture Trustee or Holders of the Notes representing not less than a majority
      of the Outstanding Balance of the Priority Class Notes, have declared the Notes
      to be immediately due and payable in the manner provided in Section
      5.02.  All principal payments on a Class of Notes shall be made in
      accordance with Section 6.02 of the Transfer and Servicing
      Agreement.  The Trust Administrator shall notify the Person in whose
      name a Note is registered at the close of business on the Record Date preceding
      the Payment Date on which the Issuing Entity expects that the final installment
      of principal of and interest on such Note will be paid. Such notice shall be
      mailed or transmitted by facsimile no later than five Business Days prior to
      such final Payment Date and shall specify that such final installment will
      be
      payable only upon presentation and surrender of such Note and shall specify
      the
      place where such Note may be presented and surrendered for payment of such
      installment.  Notices in connection with redemptions of Notes shall be
      mailed to Noteholders as provided in Section 10.02.

     

    Section
      2.08.                                Cancellation.  All
      Notes surrendered for payment, registration of transfer, exchange or redemption
      shall, if surrendered to any Person other than the Indenture Trustee, be
      delivered to the Indenture Trustee and shall be promptly cancelled by the
      Indenture Trustee.  The Issuing Entity may at any time deliver to the
      Note Registrar for cancellation any Notes previously authenticated and delivered
      hereunder which the Issuing Entity may have acquired in any manner whatsoever,
      and all Notes so delivered shall be promptly cancelled by the Indenture
      Trustee.  No Notes shall be authenticated in lieu of or in exchange
      for any Notes cancelled as provided in this Section, except as expressly
      permitted by this Indenture.  All cancelled Notes may be held or
      disposed of by the Note Registrar in accordance with its standard retention
      or

     

    


    
      
        
          
          

        

        
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    disposal
      policy as in effect at the time unless the Issuing Entity shall direct by an
      Issuing Entity Order that they be destroyed or returned to it; provided, that
      such Issuing Entity Order is timely and the Notes have not been previously
      disposed of by the Indenture Trustee.

     

    Section
      2.09.                                Release
      of Collateral.

     

    (a)           Except
      as otherwise provided in subsections (b) and (c) of this Section and the terms
      of the Operative Agreements, the Indenture Trustee shall release property from
      the lien of this Indenture only upon receipt by it of an Issuing Entity Request
      accompanied by (i) an Officer’s Certificate, (ii) an Opinion of Counsel, (iii)
      certificates in accordance with TIA Sections 314(c) and (d)(1), and (iv)(A)
      Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1)
      or
      (B) an Opinion of Counsel in lieu of such Independent Certificates to the effect
      that the TIA does not require any such Independent Certificates; provided that
      no such Independent Certificates or Opinion of Counsel in lieu of such
      Independent Certificates shall be necessary in respect of property released
      from
      the lien of the Indenture in accordance with the provisions hereof if such
      property consists solely of cash.

     

    (b)           The
      Servicer or any Subservicer (or if neither does so, the Master Servicer), on
      behalf of the Issuing Entity, shall be entitled to obtain a release from the
      lien of this Indenture for any Mortgage Loan and the Mortgaged Property at
      any
      time (i) after a payment by the Seller or the Issuing Entity of the Purchase
      Price of the Mortgage Loan, (ii) after a Qualifying Substitute Mortgage Loan
      is
      substituted for such Mortgage Loan and payment of the Substitution Amount,
      if
      any, (iii) after liquidation of the Mortgage Loan in accordance with the
      Transfer and Servicing Agreement and the deposit of all Liquidation Proceeds
      and
      Insurance Proceeds in the Collection Account, (iv) upon the termination of
      a
      Mortgage Loan (due to, among other causes, a prepayment in full of the Mortgage
      Loan and sale or other disposition of the related Mortgaged Property), or (v)
      as
      contemplated by Section 9.02 of the Transfer and Servicing
      Agreement.

     

    (c)           The
      Indenture Trustee shall, if requested by the Servicer or the Subservicer,
      temporarily release or cause the applicable Custodian temporarily to release
      to
      such party the Mortgage File pursuant to the provisions of Section 5.15 of
      the
      Transfer and Servicing Agreement and Section 5 of the Custodial Agreement;
      provided, however, that the Mortgage File shall have been stamped to
      signify the Issuing Entity’s pledge to the Indenture Trustee under the
      Indenture.

     

    (d)           The
      Indenture Trustee shall provide the Swap Counterparty with notice of any release
      of property pursuant to clause (a), (b) or (c) above.

     

    Section
      2.10.                                Book-Entry
      Notes.  Each Class of Notes will be issued in the form of
      typewritten Notes or Global Securities representing the Book-Entry Notes, to
      be
      delivered to, or to the Indenture Trustee as custodian for, the initial Clearing
      Agency, by, or on behalf of, the Issuing Entity.  The Book-Entry Notes
      shall be registered initially on the Note Register in the name of Cede &
Co., the nominee of the initial Clearing Agency, and no Owner thereof will
      receive a Definitive Note representing such Note Owner’s interest in such Note,
      except as provided in Section 2.11.  Unless and until definitive,
      fully registered Notes (the “Definitive Notes”) have been issued to such Note
      Owners pursuant to Section 2.12:

     

    


    
      
        
          
          

        

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

     

    (ii)           the
      Note Registrar and the Indenture Trustee shall be entitled to deal with the
      Clearing Agency for all purposes of this Indenture (including the payment of
      principal of and interest on the Notes and the giving of instructions or
      directions hereunder) as the sole holder of the Notes, and shall have no
      obligation to the Note Owners;

     

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

     

    (iv)           the
      rights of Note Owners shall be exercised only through the Clearing Agency and
      shall be limited to those established by law and agreements between such Note
      Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant
      to the Note Depository Agreement.  Unless and until Definitive Notes
      are issued pursuant to Section 2.12, the Note Registrar shall not register
      any
      transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing
      Agency will make book-entry transfers among the Clearing Agency Participants
      and
      receive and transmit payments of principal of and interest on the Notes to
      such
      Clearing Agency Participants; and

     

    (v)           whenever
      this Indenture requires or permits actions to be taken based upon instructions
      or directions of Holders of Notes evidencing a specified percentage of the
      Outstanding Balance of the Notes (or the Priority Class Notes), the Clearing
      Agency shall be deemed to represent such percentage only to the extent that
      it
      has received instructions to such effect from Note Owners and/or Clearing Agency
      Participants owning or representing, respectively, such required percentage
      of
      the beneficial interest in the Notes and has delivered such instructions to
      the
      Indenture Trustee.

     

    Section
      2.11.                                Notices
      to Clearing Agency.  Whenever a notice or other communication to
      the Noteholders is required under this Indenture, unless and until Definitive
      Notes shall have been issued to such Note Owners pursuant to Section 2.12,
      the
      Trust Administrator shall give all such notices and communications specified
      herein to be given to Holders of the Notes to the Clearing Agency, and shall
      have no obligation to such Note Owners.

     

    Section
      2.12.                                Definitive
      Notes.  If (i) the Clearing Agency is no longer willing or able to
      properly discharge its responsibilities with respect to the Book-Entry Notes
      and
      the Issuing Entity is unable to locate a qualified successor or (ii) after
      the
      occurrence of an Event of Default hereunder, Note Owners of the Book-Entry
      Notes
      representing beneficial interests aggregating at least a majority of the
      Outstanding Balance of the Book-Entry Notes advise the Clearing Agency in
      writing that the continuation of a book-entry system through the Clearing Agency
      is no longer in the best interests of such Note Owners and the Clearing Agency
      consents, then the Clearing Agency shall notify all Note Owners and the Note
      Registrar of the occurrence of any such event and of the availability of
      Definitive Notes to Note Owners requesting the same.  Upon surrender
      to the Note Registrar of the typewritten Notes representing the Book-Entry
      Notes
      by the Clearing Agency, accompanied by registration instructions, the Issuing
      Entity shall execute and the Note Registrar shall authenticate the Definitive
      Notes in accordance with the instructions of the Clearing
      Agency.  None of the Issuing Entity, the Note Registrar, Trust
      Administrator or the

     

    


    
      
        
          
          

        

        
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    Indenture
      Trustee shall be liable for any delay in delivery of such instructions and
      may
      conclusively rely on, and shall be protected in relying on, such
      instructions.  Upon the issuance of Definitive Notes, the Indenture
      Trustee and the Trust Administrator shall recognize the Holders of the
      Definitive Notes as Noteholders.

     

    Section
      2.13.                                Tax
      Treatment.  The Issuing Entity has entered into this Indenture,
      and the Notes will be issued, with the intention that, for federal, state and
      local income and franchise tax purposes, the Notes (other than the Retained
      Notes) will qualify as indebtedness of the Issuing Entity secured by the
      Collateral.  The Issuing Entity, by entering into this Indenture, and
      each Noteholder, by its acceptance of a Note (and each Note Owner by its
      acceptance of an interest in the applicable Book-Entry Note), agree to treat
      the
      Notes for federal, state and local income and franchise tax purposes as
      indebtedness of the Issuing Entity (other than any Retained Notes that are
      not
      treated as issued and outstanding indebtedness for federal income tax purposes),
      unless otherwise required by applicable law.

     

    ARTICLE
      THREE

     

    COVENANTS

     

    Section
      3.01.                                Payment
      of Principal and Interest.  The Issuing Entity will duly and
      punctually pay (or will cause to be duly and punctually paid) the principal
      of
      and interest on the Notes in accordance with the terms of the Notes and this
      Indenture, and will duly and punctually pay all amounts owed to the Swap
      Counterparty under the Swap Agreement.  Amounts properly withheld
      under the Code by any Person from a payment to any Noteholder of interest and/or
      principal shall be considered as having been paid by the Issuing Entity to
      such
      Noteholder for all purposes of this Indenture.

     

    The
      Notes
      shall be non-recourse obligations of the Issuing Entity and shall be limited
      in
      right of payment to amounts available from the Collateral as provided in this
      Indenture.  The Issuing Entity shall not otherwise be liable for
      payments of the Notes, and none of the owners, agents, officers, directors,
      employees, or successors or assigns of the Issuing Entity shall be personally
      liable for any amounts payable, or performance due, under the Notes or this
      Indenture.  If any other provision of this Indenture shall be deemed
      to conflict with the provisions of this Section 3.01, the provisions of this
      Section 3.01 shall control.

     

    Section
      3.02.                                Maintenance
      of Office or Agency.  The Note Registrar on behalf of the Issuing
      Entity will maintain an office or agency where Notes may be surrendered for
      registration of transfer or exchange, and where notices and demands to or upon
      the Issuing Entity in respect of the Notes and this Indenture may be
      served.

     

    Section
      3.03.                                Money
      for Payments to be Held in Trust.  As provided in Section 8.02,
      all payments of amounts due and payable with respect to any Notes that are
      to be
      made from amounts withdrawn from the Collection Account pursuant to Article
      VI
      of the Transfer and Servicing Agreement shall be made on behalf of the Issuing
      Entity by the Indenture Trustee, the Trust Administrator or by another Paying
      Agent, and no amounts so withdrawn from the such account for payments of Notes
      shall be paid over to the Issuing Entity except as provided in this
      Section.

     

    


    
      
        
          
          

        

        
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    On
      or
      before the Business Day preceding each Payment Date, the Issuing Entity shall
      deposit or cause to be deposited in the Collection Account an aggregate sum
      sufficient to pay the amounts then becoming due under the Notes, such sum to
      be
      held in trust for the benefit of the Persons entitled thereto, and (unless
      the
      Paying Agent is the Indenture Trustee) shall promptly notify the Indenture
      Trustee of its action or failure so to act.

     

    The
      Trust
      Administrator is hereby appointed the initial Paying Agent.  Any
      successor Paying Agent shall be appointed by Issuing Entity Order with written
      notice thereof to the Indenture Trustee.  Any Paying Agent appointed
      by the Issuing Entity shall be a Person that would be eligible to be Indenture
      Trustee hereunder as provided in Section 6.11.  The Issuing Entity
      shall not appoint any Paying Agent (other than the Indenture Trustee) which
      is
      not, at the time of such appointment, a Depository Institution.

     

    The
      Issuing Entity shall cause each Paying Agent other than the Indenture Trustee
      or
      the Trust Administrator, as initial Paying Agent, to execute and deliver to
      the
      Indenture Trustee an instrument in which such Paying Agent shall agree with
      the
      Indenture Trustee (and if the Indenture Trustee or the Trust Administrator
      acts
      as Paying Agent, it hereby so agrees), subject to the provisions of this
      Section, that such Paying Agent will:

     

    (i)           hold
      all sums held by it for the payment of amounts due with respect to the Notes
      in
      trust for the benefit of the Persons entitled thereto until such sums shall
      be
      paid to such Persons or otherwise disposed of as herein provided and in the
      Transfer and Servicing Agreement and pay such sums to such Persons as herein
      provided;

     

    (ii)           give
      the Indenture Trustee and the Swap Counterparty notice of any default by the
      Issuing Entity of which the Paying Agent has actual knowledge in the making
      of
      any payment required to be made with respect to the Notes;

     

    (iii)           at
      any time during the continuance of any such default, upon the written request
      of
      the Indenture Trustee, forthwith pay to the Indenture Trustee all sums so held
      in trust by such Paying Agent;

     

    (iv)           immediately
      resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums
      held by it in trust for the payment of Notes if at any time it ceases to meet
      the standards required to be met by a Paying Agent at the time of its
      appointment; and

     

    (v)           comply
      with all requirements of the Code with respect to the withholding from any
      payments made by it on any Notes of any applicable withholding taxes imposed
      thereon and with respect to any applicable reporting requirements in connection
      therewith; provided, however, that with respect to reporting
      requirements applicable to original issue discount, the accrual of market
      discount or the amortization of premium on the Notes, the Depositor shall have
      first provided the calculations pertaining thereto and the amount of any
      resulting withholding taxes to the Indenture Trustee and the Paying
      Agent.

     

    


     

    


    
      
        
          
          

        

        
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    The
      Issuing Entity may at any time, for the purpose of obtaining the satisfaction
      and discharge of this Indenture or for any other purpose, by Issuing Entity
      Order direct any Paying Agent to pay to the Indenture Trustee all sums held
      in
      trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
      the same trusts as those upon which the sums were held by such Paying Agent;
      and
      upon such payment by any Paying Agent to the Indenture Trustee, such Paying
      Agent shall be released from all further liability with respect to such
      money.

     

    Subject
      to applicable laws with respect to escheat of funds, any money held by the
      Indenture Trustee or any Paying Agent in trust for the payment of any amount
      due
      with respect to any Note and remaining unclaimed for two years after such amount
      has become due and payable shall be discharged from such trust and be paid
      to
      the Issuing Entity on Issuing Entity Request; and the Holder of such Note shall
      thereafter, as an unsecured general creditor, look only to the Issuing Entity
      for payment thereof (but only to the extent of the amounts so paid to the
      Issuing Entity), and all liability of the Indenture Trustee or such Paying
      Agent
      with respect to such trust money shall thereupon cease; provided,
however, that the Indenture Trustee or such Paying Agent, before
      being
      required to make any such repayment, shall at the expense and direction of
      the
      Issuing Entity cause to be published once, in a newspaper published in the
      English language, customarily published on each Business Day and of general
      circulation in The City of New York (including, but not limited to, The Bond
      Buyer), notice that such money remains unclaimed and that, after a date
      specified therein, which shall not be less than 30 days from the date of such
      publication, any unclaimed balance of such money then remaining will be repaid
      to the Issuing Entity.  The Indenture Trustee or Paying Agent shall
      also adopt and employ, at the expense and direction of the Issuing Entity,
      any
      other reasonable means of notification of such repayment (including, but not
      limited to, mailing notice of such repayment to Holders whose Notes have been
      called but have not been surrendered for redemption or whose right to or
      interest in moneys due and payable but not claimed is determinable from the
      records of the Indenture Trustee or of any Paying Agent, at the last address
      of
      record for each such Holder).

     

    Section
      3.04.                                Existence.

     

    (a)           The
      Issuing Entity will keep in full effect its existence, rights and franchises
      as
      a statutory trust under the laws of the State of Delaware (unless it becomes,
      or
      any successor Issuing Entity hereunder is or becomes, organized under the laws
      of any other State or of the United States of America, in which case the Issuing
      Entity will keep in full effect its existence, rights and franchises under
      the
      laws of such other jurisdiction) and will obtain and preserve its qualification
      to do business in each jurisdiction in which such qualification is or shall
      be
      necessary to protect the validity and enforceability of this Indenture, the
      Notes, the Collateral and each other instrument or agreement included in the
      Collateral.

     

    (b)           Any
      successor to the Owner Trustee appointed pursuant to Section 9.03 of the Trust
      Agreement shall be the successor Owner Trustee under this Indenture without
      the
      execution or filing of any paper, instrument or further act to be done on the
      part of the parties hereto.

     

    (c)           Upon
      any consolidation or merger of or other succession to the Owner Trustee, the
      Person succeeding to the Owner Trustee under the Trust Agreement may exercise
      every right

     

    


    
      
        
          
          

        

        
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    and
      power
      of the Owner Trustee under this Indenture with the same effect as if such Person
      had been named as the Owner Trustee herein.

     

    Section
      3.05.                                Protection
      of Collateral.  The Issuing Entity will from time to time execute,
      deliver and file all such supplements and amendments hereto and all such
      financing statements, continuation statements, instruments of further assurance
      and other instruments, and will take such other action necessary or advisable
      to:

     

    (i)           maintain
      or preserve the lien and security interest (and the priority thereof) of this
      Indenture or carry out more effectively the purposes hereof,

     

    (ii)           perfect,
      publish notice of or protect the validity of any Grant made or to be made by
      this Indenture;

     

    (iii)           enforce
      any rights with respect to the Collateral; or

     

    (iv)           preserve
      and defend title to the Collateral and the rights of the Indenture Trustee
      and
      the Noteholders in such Collateral against the claims of all persons and
      parties.

     

    The
      Issuing Entity hereby designates each of the Indenture Trustee and the Trust
      Administrator as its agent and attorneys-in-fact to execute any financing
      statement, continuation statement or other instrument required to be executed
      pursuant to this Section 3.05 and hereby authorizes either of them to file
      in
      any filing office any financing statement, amendment to financing statement,
      or
      continuation statement required to be executed pursuant to this Section
      3.05.

     

    Section
      3.06.                                Opinions
      as to Collateral.  On the Closing Date, the Issuing Entity shall
      furnish to the Trust Administrator and the Indenture Trustee an Opinion of
      Counsel to the effect that either, in the opinion of such counsel, such action
      has been taken with respect to the recording and filing of this Indenture,
      any
      indentures supplemental hereto, and any other requisite documents, and with
      respect to the execution and filing of any financing statements and continuation
      statements, as are necessary to make effective the lien and security interest
      of
      this Indenture, or stating that, in the opinion of such counsel, no such action
      is necessary to make such lien and security interest effective.

     

    Section
      3.07.                                Performance
      of Obligations.

     

    (a)           The
      Issuing Entity will not take any action and will use its best efforts not to
      permit any action to be taken by others that would release any Person from
      any
      of such Person’s material covenants or obligations under any instrument or
      agreement included in the Collateral or that would result in the amendment,
      hypothecation, subordination, termination or discharge of, or impair the
      validity or effectiveness of, any such instrument or agreement, except as
      expressly provided in this Indenture, the Transfer and Servicing Agreement
      or
      such other instrument or agreement.

     

    (b)           The
      Issuing Entity may contract with other Persons to assist it in performing its
      duties under this Indenture, and any performance of such duties by a Person
      identified to the

     

    


    
      
        
          
          

        

        
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    Indenture
      Trustee in an Officer’s Certificate of the Issuing Entity shall be deemed to be
      action taken by the Issuing Entity.  Initially, the Issuing Entity has
      contracted with the Trust Administrator pursuant to the Transfer and Servicing
      Agreement to assist the Issuing Entity in performing certain of its duties
      under
      this Indenture.

     

    (c)           The
      Issuing Entity will punctually perform and observe all of its obligations and
      agreements contained in this Indenture, the Operative Agreements and in the
      instruments and agreements included in the Collateral, including but not limited
      to filing or causing to be filed all financing statements and continuation
      statements required to be filed by the terms of this Indenture and the Transfer
      and Servicing Agreement in accordance with and within the time periods provided
      for herein and therein.

     

    (d)           If
      a responsible officer of the Owner Trustee shall have written notice or actual
      knowledge of the occurrence of an Event of Default under the Transfer and
      Servicing Agreement, the Issuing Entity shall promptly notify the Indenture
      Trustee, the Swap Counterparty and each Rating Agency thereof.

     

    (e)           As
      promptly as possible after the giving of notice of termination to the Master
      Servicer of the Master Servicer’s rights and powers pursuant to Section 8.01(a)
      of the Transfer and Servicing Agreement, the Indenture Trustee shall proceed
      in
      accordance with Section 8.01 and 8.02 of the Transfer and Servicing
      Agreement.

     

    (f)           Without
      derogating from the absolute nature of the assignment granted to the Indenture
      Trustee under this Indenture or the rights of the Indenture Trustee hereunder,
      the Issuing Entity agrees (i) that it will not, without the prior written
      consent of the Indenture Trustee or the Holders of at least a majority in
      Outstanding Balance of the Notes affected thereby, amend, modify, waive,
      supplement, terminate or surrender, or agree to any amendment, modification,
      supplement, termination, waiver or surrender of, the terms of any Collateral
      or
      the Operative Agreements (except to the extent otherwise provided in any such
      Operative Agreement), or waive timely performance or observance by the Trust
      Administrator, Master Servicer or the Depositor of its respective duties under
      the Transfer and Servicing Agreement; and (ii) that any such amendment shall
      not
      (A) increase or reduce in any manner the amount of, or accelerate or delay
      the
      timing of, payments that are required to be made for the benefit of the
      Noteholders or (B) reduce the aforesaid percentage of the Notes that is required
      to consent to any such amendment, without the consent of the Holders of all
      the
      Outstanding Notes affected thereby.  If any such amendment,
      modification, supplement or waiver shall be so consented to by the Indenture
      Trustee or such Holders, the Issuing Entity agrees, promptly following a request
      by the Indenture Trustee to do so, to execute and deliver, in its own name
      and
      at its own expense, such agreements, instruments, consents and other documents
      as the Indenture Trustee may deem necessary or appropriate in the
      circumstances.

     

    Section
      3.08.                                Negative
      Covenants.  So long as any Notes or the Swap Agreement are
      Outstanding, the Issuing Entity shall not:

     

    (i)           except
      as expressly permitted by this Indenture, the Mortgage Loan Purchase Agreement
      or the Transfer and Servicing Agreement, sell, transfer, exchange
      or

     

    


    
      
        
          
          

        

        
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    otherwise
      dispose of any of the properties or assets of the Issuing Entity, including
      those included in the Collateral, unless directed to do so by the Indenture
      Trustee;

     

    (ii)           claim
      any credit on, or make any deduction from the principal or interest payable
      in
      respect of, the Notes (other than amounts properly withheld from such payments
      under the Code) or assert any claim against any present or former Noteholder
      by
      reason of the payment of the taxes levied or assessed upon any part of the
      Collateral;

     

    (iii)           (A)
      permit the validity or effectiveness of this Indenture to be impaired, or permit
      the lien of this Indenture to be amended, hypothecated, subordinated, terminated
      or discharged, or permit any Person to be released from any covenants or
      obligations with respect to the Notes under this Indenture except as may be
      expressly permitted hereby, (B) permit any lien, charge, excise, claim, security
      interest, mortgage or other encumbrance (other than the lien of this Indenture)
      to be created on or extend to or otherwise arise upon or burden the Collateral
      or any part thereof or any interest therein or the proceeds thereof (other
      than
      tax liens, mechanics’ liens and other liens that arise by operation of law, in
      each case with respect to any Collateral and arising solely as a result of
      an
      action or omission of a Borrower or as otherwise permitted in the Transfer
      and
      Servicing Agreement) or (C) permit the lien of this Indenture not to constitute
      a valid first priority (other than with respect to any such tax, mechanics’ or
      other lien) or as otherwise permitted in the Transfer and Servicing Agreement)
      security interest in the Collateral;

     

    (iv)           dissolve
      or liquidate in whole or in part or merge or consolidate with any other
      Person;

     

    (v)           remove
      the Trust Administrator without cause unless the Rating Agency Condition shall
      have been satisfied in connection with such removal;

     

    (vi)           take
      any other action or fail to take any action that would result in an imposition
      of an entity level tax on the Issuing Entity; or

     

    (vii)           except
      with the prior written consent of the Noteholders, take any action described
      in
      Section 5.06 of the Trust Agreement.

     

    Section
      3.09.                                Annual
      Statement as to Compliance.  The Issuing Entity will deliver to
      the Indenture Trustee, within 120 days after the end of each fiscal year of
      the
      Issuing Entity (commencing with the fiscal year ending December 31, 2007),
      an
      Officer’s Certificate stating, as to the Authorized Officer signing such
      Officer’s Certificate, that:

     

    (i)           a
      review of the activities of the Issuing Entity during such year and of its
      performance under this Indenture has been made under such Authorized Officer’s
      supervision; and

     

    (ii)           to
      the best of such Authorized Officer’s knowledge, based on such review, the
      Issuing Entity has complied with all conditions and covenants under this
      Indenture throughout such year or, if there has been a default in its compliance
      with any such

     

    


    
      
        
          
          

        

        
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    condition
      or covenant, specifying each such default known to such Authorized Officer
      and
      the nature and status thereof.

     

    Section
      3.10.                                [Reserved].

     

    Section
      3.11.                                [Reserved].

     

    Section
      3.12.                                No
      Other Business.  The Issuing Entity shall not engage in any
      business other than financing, purchasing, owning, selling and managing the
      Collateral in the manner contemplated by this Indenture and the Operative
      Agreements and activities incidental thereto.

     

    Section
      3.13.                                No
      Borrowing.  The Issuing Entity shall not issue, incur, assume,
      guarantee or otherwise become liable, directly or indirectly, for any
      indebtedness other than the Notes.

     

    Section
      3.14.                                [Reserved].

     

    Section
      3.15.                                Guarantees,
      Loans, Advances and Other Liabilities.  Except as contemplated by
      the Transfer and Servicing Agreement or this Indenture, the Issuing Entity
      shall
      not make any loan or advance or credit to, or guarantee (directly or indirectly
      or by an instrument having the effect of assuring another’s payment or
      performance on any obligation or capability of so doing or otherwise), endorse
      or otherwise become contingently liable, directly or indirectly, in connection
      with the obligations, stocks or dividends of, or own, purchase, repurchase
      or
      acquire (or agree contingently to do so) any stock, obligations, assets or
      securities of, or any other interest in, or make any capital contribution to,
      any other Person.

     

    Section
      3.16.                                Capital
      Expenditures.  The Issuing Entity shall not make any expenditure
      (by long-term or operating lease or otherwise) for capital assets (either realty
      or personalty).

     

    Section
      3.17.                                Removal
      of Trust Administrator.  So long as any Notes are Outstanding, the
      Issuing Entity shall not remove the Trust Administrator without cause unless
      the
      Issuing Entity has received a letter from each Rating Agency to the effect
      that
      such removal will not cause the then-current ratings on the Notes to be
      qualified, reduced or withdrawn.

     

    Section
      3.18.                                Restricted
      Payments.  The Issuing Entity shall not, directly or indirectly,
      (i) pay any dividend or make any payment (by reduction of capital or otherwise),
      whether in cash, property, securities or a combination thereof, to the Owner
      Trustee or any owner of a beneficial interest in the Issuing Entity or otherwise
      with respect to any ownership or equity interest or security in or of the
      Issuing Entity, (ii) redeem, purchase, retire or otherwise acquire for value
      any
      such ownership or equity interest or security or (iii) set aside or otherwise
      segregate any amounts for any such purpose; provided, however,
      the Issuing Entity may make, or cause to be made, payments and distributions
      as
      contemplated by, and to the extent funds are available for such purpose under,
      the Transfer and Servicing Agreement, any Swap Agreement, this Indenture or
      the
      Trust Agreement.  The Issuing Entity will not, directly or indirectly,
      make payments to or from the Collection Account except in accordance with this
      Indenture and the Operative Agreements.

     

    


    
      
        
          
          

        

        
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    Section
      3.19.                                Notice
      of Events of Default.  The Issuing Entity shall promptly, and in
      no event more than three Business Days following such event, give the Indenture
      Trustee, Trust Administrator, the Swap Counterparty and each Rating Agency
      written notice of each Event of Default hereunder, and each default on the
      part
      of the Trust Administrator, Master Servicer or the Depositor of its obligations
      under the Transfer and Servicing Agreement, to the extent a responsible officer
      of the Owner Trustee shall have written notice or actual knowledge
      thereof.

     

    Section
      3.20.                                Further
      Instruments and Acts.  Upon request of the Indenture Trustee or
      the Trust Administrator, the Issuing Entity will execute and deliver such
      further instruments and do such further acts as may be reasonably necessary
      or
      proper to carry out more effectively the purpose of this Indenture.

     

    Section
      3.21.                                Covenants
      of the Issuing Entity.  All covenants of the Issuing Entity in
      this Indenture are covenants of the Issuing Entity and are not covenants of
      the
      Owner Trustee in its individual capacity.  The Owner Trustee is, and
      any successor Owner Trustee under the Trust Agreement will be, entering into
      this Indenture on behalf of the Issuing Entity solely as Owner Trustee under
      the
      Trust Agreement and not in its respective individual capacity, and in no case
      whatsoever shall the Owner Trustee or any such successor Owner Trustee be
      personally liable on, or for any loss in respect of, any of the statements,
      representations, warranties or obligations of the Issuing Entity hereunder,
      as
      to all of which the parties hereto agree to look solely to the property of
      the
      Issuing Entity.

     

    Section
      3.22.                                Representations
      and Warranties of the Issuing Entity.  With respect to the
      Mortgage Notes, the Issuing Entity represents and warrants that:

     

    (i)           This
      Indenture creates a valid and continuing security interest (as defined in the
      applicable Uniform Commercial Code (the “UCC”)) in the Mortgage Notes in favor
      of the Indenture Trustee, which security interest is prior to all other liens,
      and is enforceable as such against creditors of and purchasers from the Issuing
      Entity;

     

    (ii)           The
      Mortgage Notes constitute “instruments” within the meaning of the applicable
      UCC;

     

    (iii)           The
      Issuing Entity owns and has good title to the Mortgage Notes free and clear
      of
      any lien, claim or encumbrance of any Person;

     

    (iv)           The
      Issuing Entity has received all consents and approvals required by the terms
      of
      the Mortgage Notes to the pledge of the Mortgage Notes hereunder to the
      Indenture Trustee;

     

    (v)           All
      original executed copies of each Mortgage Note have been or will be delivered
      to
      the Indenture Trustee (or its custodian), as set forth in the Transfer and
      Servicing Agreement;

     

    (vi)           The
      Issuing Entity has received a written acknowledgement from the Indenture Trustee
      (or its custodian) that it is holding the Mortgage Notes solely on behalf and
      for the benefit of the Indenture Trustee;

     

    


    
      
        
          
          

        

        
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    (vii)           Other
      than the security interest granted to the Indenture Trustee pursuant to this
      Indenture, the Issuing Entity has not pledged, assigned, sold, granted a
      security interest in, or otherwise conveyed any of the Mortgage
      Notes.  The Issuing Entity has not authorized the filing of and is not
      aware of any financing statements against the Issuing Entity that include a
      description of the collateral covering the Mortgage Notes other than a financing
      statement relating to the security interest granted to the Indenture Trustee
      hereunder or that has been terminated.  The Issuing Entity is not
      aware of any judgment or tax lien filings against the Issuing Entity;
      and

     

    (viii)                      None
      of the Mortgage Notes has any marks or notations indicating that they have
      been
      pledged, assigned or otherwise conveyed to any Person other than the Indenture
      Trustee.

     

    (b)           The
      representations and warranties set forth in this Section 3.22 shall survive
      the
      Closing Date and shall not be waived.

     

    ARTICLE
      FOUR

     

    SATISFACTION
      AND DISCHARGE

     

    Section
      4.01.                                Satisfaction
      and Discharge of Indenture.  This Indenture shall cease to be of
      further effect with respect to the Notes, except as to (i) rights of
      registration of transfer and exchange, (ii) substitution of mutilated,
      destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
      of principal thereof and interest thereon, (iv) the rights, obligations and
      immunities of the Indenture Trustee hereunder (including the rights of the
      Indenture Trustee under Section 6.07 and the obligations of the Indenture
      Trustee under Sections 3.03 and 4.02) and (v) the rights of Noteholders as
      beneficiaries hereof with respect to the property so deposited with the
      Indenture Trustee payable to all or any of them, and the Indenture Trustee,
      on
      demand of and at the expense of the Issuing Entity, shall execute proper
      instruments acknowledging satisfaction and discharge of this Indenture with
      respect to the Notes, when either (I) the Transfer and Servicing Agreement
      has
      been terminated pursuant to Section 9.01 thereof and no obligations remain
      outstanding under the Swap Agreement or (II)

     

    (A)           either

     

    (1)           all
      Notes theretofore authenticated and delivered (other than (i) Notes that have
      been destroyed, lost or stolen and that have been replaced or paid as provided
      in Section 2.05 and (ii) Notes for whose payment money has theretofore been
      deposited in trust or segregated and held in trust by the Issuing Entity and
      thereafter repaid to the Issuing Entity or discharged from such trust, as
      provided in Section 3.03) have been delivered to the Indenture Trustee for
      cancellation; or

     

    (2)           all
      Notes not theretofore delivered to the Trust Administrator for
      cancellation

     

    (a)           have
      become due and payable,

     

    


    
      
        
          
          

        

        
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    (b)           will
      become due and payable at the applicable Maturity Date within one year,
      or

     

    (c)           are
      to be called for redemption within one year under arrangements satisfactory
      to
      the Indenture Trustee for the giving of notice of redemption by the Trust
      Administrator in the name, and at the expense, of the Issuing
      Entity,

     

    and
      the
      Issuing Entity, in the case of a., b. or c.  above, has irrevocably
      deposited or caused to be irrevocably deposited with the Trust Administrator
      cash or direct obligations of or obligations guaranteed by the United States
      of
      America (which will mature prior to the date such amounts are payable), in
      trust
      for such purpose, in an amount sufficient to pay and discharge the entire
      indebtedness on such Notes not theretofore delivered to the Indenture Trustee
      for cancellation when due to the Maturity Date or Redemption Date (if the Notes
      are called for redemption pursuant to Section 10.01 hereof), as the case may
      be;

     

    (B)           the
      Issuing Entity has paid or caused to be paid all other sums payable hereunder
      (and under the Swap Agreement by the Issuing Entity) by the Issuing
      Entity;

     

    (C)           the
      Issuing Entity has delivered to the Indenture Trustee an Officer’s Certificate
      and an Opinion of Counsel (at the Issuing Entity’s expense) and (if required by
      the TIA or the Indenture Trustee) an Independent Certificate from a firm of
      certified public accountants, each meeting the applicable requirements of
      Section 11.01 hereof and, subject to Section 11.02 hereof, each stating that
      all
      conditions precedent herein provided for relating to the satisfaction and
      discharge of this Indenture with respect to the Notes have been complied with;
      and

     

    (D)           the
      Issuing Entity has delivered to each Rating Agency notice of such satisfaction
      and discharge.

     

    Section
      4.02.                                Application
      of Trust Money.  All moneys deposited with the Trust Administrator
      pursuant to Sections 3.03 and 4.01 hereof shall be held in trust and applied
      by
      it, in accordance with the provisions of the Notes and this Indenture, to the
      payment, either directly or through any Paying Agent, as the Trust Administrator
      may determine, to the Holders of the particular Notes for the payment or
      redemption of which such moneys have been deposited with the Trust
      Administrator, of all sums due and to become due thereon for principal and
      interest; but such moneys need not be segregated from other funds except to
      the
      extent required herein or in the Transfer and Servicing Agreement or required
      by
      law.

     

    Section
      4.03.                                Repayment
      of Moneys Held by Paying Agent.  In connection with the
      satisfaction and discharge of this Indenture with respect to the Notes, all
      moneys then held by any Paying Agent other than the Indenture Trustee under
      the
      provisions of this Indenture with respect to such Notes shall, upon demand
      of
      the Issuing Entity, be paid to the Indenture Trustee to be held and applied
      according to Section 3.03 and thereupon such Paying Agent shall be released
      from
      all further liability with respect to such moneys.

     

    


    
      
        
          
          

        

        
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    Section
      4.04.                                Trust
      Money Received by Indenture Trustee.  If the Indenture Trustee
      receives any moneys in respect of the Collateral (other than with respect to
      any
      amounts in respect of any payments or reimbursements of fees, expenses or
      indemnity amounts properly owing to the Indenture Trustee pursuant to the terms
      of any of the Operative Agreements), the Indenture Trustee shall remit promptly
      such funds to the Trust Administrator.

     

    ARTICLE
      FIVE

     

    REMEDIES

     

    Section
      5.01.                                Events
      of Default.  “Event of Default”, wherever used herein, means any
      one of the following events (whatever the reason for such Event of Default
      and
      whether it shall be voluntary or involuntary or be effected by operation of
      law
      or pursuant to any judgment, decree or order of any court or any order, rule
      or
      regulation of any administrative or governmental body):

     

    (i)           Default
      for thirty days or more in the payment of any Current Interest on the Notes
      when
      the same becomes due and payable under Section 6.02 of the Transfer and
      Servicing Agreement and if the Class A Notes are no longer outstanding, a
      default for thirty days or more in the payment of the related Deferred Interest
      for the most senior class of Notes;

     

    (ii)           failure
      to pay the entire principal of any Note when the same becomes due and payable
      under the Transfer and Servicing Agreement or on the applicable Maturity
      Date;

     

    (iii)           failure
      to observe or perform any covenant or agreement of the Issuing Entity made
      in
      this Indenture (other than a covenant or agreement, a default in the observance
      or performance of which is elsewhere in this Section specifically dealt with),
      or any representation or warranty of the Issuing Entity made in this Indenture
      or in any certificate or other writing delivered pursuant hereto or in
      connection herewith proving to have been incorrect in any material respect
      as of
      the time when the same shall have been made, and such default shall continue
      or
      not be cured, or the circumstance or condition in respect of which such
      misrepresentation or warranty was incorrect shall not have been eliminated
      or
      otherwise cured, for a period of 60 days after there shall have been given,
      by
      registered or certified mail, to the Issuing Entity by the Indenture Trustee
      or
      to the Issuing Entity and the Indenture Trustee by the Holders of at least
      25%
      of the Outstanding Balance of the Notes, a written notice specifying such
      default or incorrect representation or warranty and requiring it to be remedied
      and stating that such notice is a notice of Default hereunder;

     

    (iv)           the
      filing of a decree or order for relief by a court having jurisdiction in the
      premises in respect of the Issuing Entity or any substantial part of the
      Collateral in an involuntary case under any applicable federal or state
      bankruptcy, insolvency or other similar law now or hereafter in effect, or
      appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
      or
      similar official of the Issuing Entity or for any substantial part of the
      Collateral, or ordering the winding-up or liquidation of the Issuing


     

    


    
      
        
          
          

        

        
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    Entity’s
      affairs, and such decree or order shall remain unstayed and in effect for a
      period of 60 consecutive days;

     

    (v)           the
      Issuing Entity becomes subject to United States federal income tax at the entity
      level; or

     

    (vi)           the
      commencement by the Issuing Entity of a voluntary case under any applicable
      federal or state bankruptcy, insolvency or other similar law now or hereafter
      in
      effect, or the consent by the Issuing Entity to the entry of an order for relief
      in an involuntary case under any such law, or the consent by the Issuing Entity
      to the appointment or taking possession by a receiver, liquidator, assignee,
      custodian, trustee, sequestrator or similar official of the Issuing Entity
      or
      for any substantial part of the Collateral, or the making by the Issuing Entity
      of any general assignment for the benefit of creditors, or the failure by the
      Issuing Entity generally to pay its debts as such debts become due, or the
      taking of any action by the Issuing Entity in furtherance of any of the
      foregoing.

     

    The
      Issuing Entity shall deliver to the Indenture Trustee and the Swap Counterparty,
      within five days after the occurrence thereof, written notice in the form of
      an
      Officer’s Certificate of any event which with the giving of notice and the lapse
      of time would become an Event of Default under clause (iii), its status and
      what
      action the Issuing Entity is taking or proposes to take with respect
      thereto.

     

    Section
      5.02.                                Acceleration
      of Maturity; Rescission and Annulment.  If an Event of Default
      should occur and be continuing, then and in every such case the Indenture
      Trustee may, or shall, at the direction of the Holders of Notes representing
      not
      less than a majority of the Outstanding Balance of the Priority Class Notes,
      declare all the Notes to be immediately due and payable, by a notice in writing
      to the Issuing Entity and the Swap Counterparty (and to the Indenture Trustee
      if
      given by Noteholders), and upon any such declaration the unpaid principal amount
      of such Notes, together with accrued and unpaid interest on the Notes through
      the date of acceleration, shall become immediately due and payable.

     

    At
      any
      time after such declaration of acceleration of maturity has been made and before
      a judgment or decree for payment of the money due has been obtained by the
      Indenture Trustee as hereinafter in this Article Five provided, the Holders
      of
      Notes representing a majority of the Outstanding Balance of the Priority Class
      Notes, by written notice to the Issuing Entity, the Swap Counterparty and the
      Indenture Trustee, may rescind and annul such declaration and its consequences
      if:

     

    (i)           the
      Issuing Entity has paid or deposited with the Trust Administrator a sum
      sufficient to pay:

     

    (a)           all
      payments of principal of and interest on all affected Priority Class Notes
      and
      all other amounts that would then be due hereunder or upon such Notes if the
      Event of Default giving rise to such acceleration had not occurred;
      and

     

    


    
      
        
          
          

        

        
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    (b)           all
      sums paid or advanced by the Indenture Trustee hereunder and the reasonable
      compensation, expenses, disbursements and advances of the Indenture Trustee
      and
      its agents and counsel; and

     

    (ii)           all
      Events of Default, other than the nonpayment of the principal of the Notes
      that
      has become due solely by such acceleration, have been cured or waived as
      provided in Section 5.12.

     

    No
      such
      rescission shall affect any subsequent default or impair any right consequent
      thereto.

     

    The
      Holders of Non-Priority Class Notes shall have no right to exercise any
      Noteholders’ rights referred to in this Article Five, except to the extent
      expressly provided herein.

     

    Section
      5.03.                                Collection
      of Indebtedness and Suits for Enforcement by Indenture Trustee.

     

    (a)           The
      Issuing Entity covenants that if (i) default is made in the payment of any
      Current Interest on any Note when the same becomes due and payable, and such
      default continues for a period of five days, or (ii) default is made in the
      payment of the principal of any Note when the same becomes due and payable
      on
      the applicable Maturity Date, the Issuing Entity will, upon demand of the
      Indenture Trustee, pay to it, for the benefit of the Holders of the Notes,
      the
      whole amount then due and payable on such Notes for principal and interest,
      with
      interest on the overdue principal and, to the extent payment at such rate of
      interest shall be legally enforceable, on overdue installments of interest
      at
      the rate borne by the Notes and, in addition thereto, such further amount as
      shall be sufficient to cover the costs and expenses of collection, including
      the
      reasonable compensation, expenses, disbursements and advances of the Indenture
      Trustee and its agents and counsel, and such amounts as may be due to the Swap
      Counterparty.

     

    (b)           In
      case the Issuing Entity shall fail forthwith to pay such amounts upon such
      demand, the Indenture Trustee, in its own name and as trustee of an express
      trust, may institute a Proceeding for the collection of the sums so due and
      unpaid, and may prosecute such Proceeding to judgment or final decree, and
      may
      enforce the same against the Issuing Entity upon such Notes and collect in
      the
      manner provided by law out of the property of the Issuing Entity upon such
      Notes, wherever situated, the moneys adjudged or decreed to be
      payable.

     

    (c)           If
      an Event of Default occurs and is continuing, the Indenture Trustee may, in
      its
      discretion, or shall, at the direction of the Holders of Priority Class Notes
      representing not less than a majority of the Outstanding Balance thereof, as
      more particularly provided in Section 5.04, proceed to protect and enforce
      its
      rights and the rights of the Noteholders, by such appropriate Proceedings as
      the
      Indenture Trustee shall deem most effective to protect and enforce any such
      rights, whether for the specific enforcement of any covenant or agreement in
      this Indenture or in aid of the exercise of any power granted herein, or to
      enforce any other proper remedy or legal or equitable right vested in the
      Indenture Trustee by this Indenture or by law.

     

    


    
      
        
          
          

        

        
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    (d)           In
      case there shall be pending, relative to the Issuing Entity or any other obligor
      upon the Notes or any Person having or claiming an ownership interest in the
      Collateral, Proceedings under Title 11 of the United States Code or any other
      applicable federal or state bankruptcy, insolvency or other similar law, or
      in
      case a receiver, assignee or trustee in bankruptcy or reorganization, or
      liquidator, sequestrator or similar official shall have been appointed for
      or
      taken possession of the Issuing Entity or its property or such other obligor
      or
      Person, or in case of any other comparable judicial Proceedings relative to
      the
      Issuing Entity or other obligor upon the Notes, or to the creditors or property
      of the Issuing Entity or such other obligor, the Indenture Trustee, irrespective
      of whether the principal of any Notes shall then be due and payable as therein
      expressed or by declaration or otherwise and irrespective of whether the
      Indenture Trustee shall have made any demand pursuant to the provisions of
      this
      Section, shall be entitled and empowered, by intervention in such Proceedings
      or
      otherwise:

     

    (i)           to
      file and prove a claim or claims for the whole amount of principal and interest
      owing and unpaid in respect of the Notes and to file such other papers or
      documents as may be necessary or advisable in order to have the claims of the
      Indenture Trustee (including any claim for reasonable compensation to the
      Indenture Trustee and each predecessor Indenture Trustee, and their respective
      agents, attorneys and counsel, and for reimbursement of all expenses and
      liabilities incurred, and all advances made, by the Indenture Trustee and each
      predecessor Indenture Trustee, except as a result of negligence, fraud, willful
      misconduct or bad faith) and of the Noteholders allowed in such
      Proceedings;

     

    (ii)           unless
      prohibited by applicable law and regulations, to vote on behalf of the Holders
      of Notes in any election of a trustee, a standby trustee or Person performing
      similar functions in any such Proceedings;

     

    (iii)           to
      collect and receive any moneys or other property payable or deliverable on
      any
      such claims and to distribute all amounts received with respect to the claims
      of
      the Noteholders and of the Indenture Trustee on their behalf; and

     

    (iv)           to
      file such proofs of claim and other papers or documents as may be necessary
      or
      advisable in order to have the claims of the Indenture Trustee or the Holders
      of
      Notes allowed in any Proceedings relative to the Issuing Entity, its creditors
      and its property;

     

    and
      any
      trustee, receiver, liquidator, custodian or other similar official in any such
      Proceeding is hereby authorized by each of such Noteholders to make payments
      to
      the Indenture Trustee and, in the event that the Indenture Trustee shall consent
      to the making of payments directly to such Noteholders, to pay to the Indenture
      Trustee such amounts as shall be sufficient to cover reasonable compensation
      to
      the Indenture Trustee, each predecessor Indenture Trustee and their respective
      agents, attorneys and counsel, and all other expenses and liabilities incurred
      by it or its agents, and all advances made, by the Indenture Trustee and each
      predecessor Indenture Trustee except as a result of negligence, fraud, willful
      misconduct or bad faith.

     

    (e)           Nothing
      herein contained shall be deemed to authorize the Indenture Trustee to authorize
      or consent to or vote for or accept or adopt on behalf of any Noteholder any
      plan of

     

    


    
      
        
          
          

        

        
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    reorganization,
      arrangement, adjustment or composition affecting the Notes or the rights of
      any
      Holder thereof or to authorize the Indenture Trustee to vote in respect of
      the
      claim of any Noteholder in any such proceeding except, as aforesaid, to vote
      for
      the election of a trustee in bankruptcy or similar Person.

     

    (f)           All
      rights of action and of asserting claims under this Indenture, or under any
      of
      the Notes, may be enforced by the Indenture Trustee without the possession
      of
      any of the Notes or the production thereof in any trial or other Proceedings
      relative thereto, and any such action or Proceedings instituted by the Indenture
      Trustee shall be brought in its own name as trustee of an express trust, and
      any
      recovery of judgment, subject to the payment of the expenses, disbursements
      and
      compensation of the Indenture Trustee, each predecessor Indenture Trustee and
      their respective agents and attorneys, shall be for the ratable benefit of
      the
      Holders of the Notes and the Swap Counterparty.

     

    (g)           In
      any Proceedings brought by the Indenture Trustee (and also any Proceedings
      involving the interpretation of any provision of this Indenture to which the
      Indenture Trustee shall be a party), the Indenture Trustee shall be held to
      represent all the Holders of the Notes, and it shall not be necessary to make
      any Noteholder a party to any such Proceedings.

     

    Section
      5.04.                                Remedies;
      Priorities.

     

    (a)           If
      an Event of Default shall have occurred and be continuing, the Indenture Trustee
      may, and at the direction of Holders of Priority Class Notes representing a
      majority of the Outstanding Balance thereof shall, do one or more of the
      following (subject to Section 5.05):

     

    (i)           institute
      Proceedings in its own name and as trustee of an express trust for the
      collection of all amounts then payable on the Notes or under this Indenture
      with
      respect thereto, whether by declaration or otherwise, enforce any judgment
      obtained and collect from the Issuing Entity and any other obligor upon such
      Notes moneys adjudged due;

     

    (ii)           institute
      Proceedings from time to time for the complete or partial foreclosure of this
      Indenture with respect to the Collateral;

     

    (iii)           exercise
      any remedies of a secured party under the Relevant UCC and take any other
      appropriate action to protect and enforce the rights and remedies of the
      Indenture Trustee and the Holders of the Notes; and

     

    (iv)           sell
      the Collateral or any portion thereof or rights or interest therein, at one
      or
      more public or private sales called and conducted in any manner permitted by
      law;

     

    provided,
      however, that the Indenture Trustee may not sell or otherwise liquidate
      any Collateral following an Event of Default, other than an Event of Default
      described in Section 5.01(i) or (ii), unless (A) the Holders of 100% of the
      Outstanding Balance of the Notes consent thereto or (B) the proceeds of such
      sale or liquidation distributable to the Noteholders are sufficient to discharge
      in full all amounts then due and unpaid upon such Notes for principal and
      interest or (C) the Indenture Trustee determines that the Collateral will not
      continue to provide sufficient

     

    


    
      
        
          
          

        

        
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    funds
      for
      the payment of principal of and interest on the Notes as they would have become
      due if the Notes had not been declared due and payable, and the Indenture
      Trustee obtains the consent of Holders of 66-2/3% of the Outstanding Balance
      of
      the Notes.  In determining such sufficiency or insufficiency with
      respect to clauses (B) and (C), the Indenture Trustee may, but need not, obtain
      and rely conclusively upon an opinion of an Independent investment banking
      or
      accounting firm of national reputation (at the expense of the Issuing Entity)
      as
      to the feasibility of such proposed action and as to the sufficiency of the
      Collateral for such purpose.

     

    (b)           If
      the Indenture Trustee collects any money or property pursuant to this Article
      Five, it shall pay out the money or property in the following
      order:

     

    first:  to
      the Indenture Trustee, for all reasonable and customary costs or expenses,
      including any reasonable and customary out-of-pocket attorneys’ fees, incurred
      by it in connection with the enforcement of the remedies provided for in this
      Article V and for any other unpaid amounts due to the Indenture Trustee
      hereunder, to the Trust Administrator for any amounts due and owing to it under
      the Transfer and Servicing Agreement, to the Custodian for any amounts due
      and
      owing to them under the Custodial Agreement, and to the Owner Trustee, to the
      extent of any reasonable and customary fees and expenses due and owing to it
      (including pursuant to Section 7.03 of the Trust Agreement) and for any other
      unpaid amounts due to the Owner Trustee under the Transfer and Servicing
      Agreement;

     

    second:  to
      the Master Servicer and Servicer for any Servicing Fees then due and unpaid
      and
      any unreimbursed Advances and other servicing advances;

     

    third:  to
      the Swap Counterparty, any Net Swap Payments, if any, owed under the Swap
      Agreement;

     

    fourth:  to
      the Notes, all accrued and unpaid interest thereon (including any Deferred
      Interest and any Available Funds Shortfall) and amounts in respect of principal,
      and to the Swap Counterparty, any swap termination payments, in each case
      according to the priorities set forth in Section 6.02 of the Transfer and
      Servicing Agreement; provided, however, that accrued and unpaid
      interest shall be paid to Noteholders of each Class of Notes before any payments
      in respect of principal; and

     

    fifth:  to
      the Owner Trustee or its Paying Agent for any amounts to be distributed to
      the
      Holder of the Ownership Certificate.

     

    The
      Indenture Trustee may fix a record date and payment date for any payment to
      Noteholders pursuant to this Section.  At least 15 days before such
      record date, the Issuing Entity shall mail to each Noteholder and the Indenture
      Trustee a notice that states the record date, the payment date and the amount
      to
      be paid.

     

    Section
      5.05.                                Optional
      Preservation of the Collateral.  If the Notes have been declared
      to be due and payable under Section 5.02 following an Event of Default and
      such
      declaration and

     

    


    
      
        
          
          

        

        
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    its
      consequences have not been rescinded and annulled, the Indenture Trustee may,
      but need not, elect to maintain possession of the Collateral.  It is
      the desire of the parties hereto and the Noteholders that there be at all times
      sufficient funds for the payment of principal of and interest on the Notes,
      and
      the Indenture Trustee shall take such desire into account when determining
      whether or not to maintain possession of the Collateral.  In
      determining whether to maintain possession of the Collateral, the Indenture
      Trustee may, but need not, obtain and rely conclusively upon an opinion (at
      the
      expense of the Issuing Entity) of an Independent investment banking or
      accounting firm of national reputation as to the feasibility of such proposed
      action and as to the sufficiency of the Collateral for such
      purpose.

     

    Section
      5.06.                                Limitation
      of Suits.  Other than as otherwise expressly provided herein in
      the case of an Event of Default, no Holder of any Note shall have any right
      to
      institute any Proceeding, judicial or otherwise, with respect to this Indenture,
      or for the appointment of a receiver or trustee, or for any other remedy
      hereunder, unless:

     

    (i)           such
      Holder has previously given written notice to the Indenture Trustee of a
      continuing Event of Default;

     

    (ii)           the
      Holders of not less than 25% of the Outstanding Balance of the Notes have made
      written request to the Indenture Trustee to institute such Proceeding in respect
      of such Event of Default in its own name as Indenture Trustee
      hereunder;

     

    (iii)           such
      Holder or Holders have offered to the Indenture Trustee reasonable indemnity
      against the costs, expenses and liabilities to be incurred in complying with
      such request;

     

    (iv)           the
      Indenture Trustee for 60 days after its receipt of such notice, request and
      offer of indemnity has failed to institute such Proceedings; and

     

    (v)           no
      direction inconsistent with such written request has been given to the Indenture
      Trustee during such 60-day period by the Holders of a majority of the
      Outstanding Balance of the Notes.

     

    It
      is
      understood and intended that no one or more Holders of Notes shall have any
      right in any manner whatever by virtue of, or by availing of, any provision
      of
      this Indenture to affect, disturb or prejudice the rights of any other Holders
      of Notes or to obtain or to seek to obtain priority or preference over any
      other
      Holders or to enforce any right under this Indenture, except in the manner
      herein provided.

     

    In
      the
      event the Indenture Trustee shall receive conflicting or inconsistent requests
      and indemnity from two or more groups of Holders of Notes, each representing
      less than a majority of the Outstanding Balance of the Notes, the Indenture
      Trustee in its sole discretion may determine what action, if any, shall be
      taken, notwithstanding any other provisions of this Indenture.

     

    Section
      5.07.                                Unconditional
      Rights of Noteholders To Receive Principal and
      Interest.  Notwithstanding any other provisions in this Indenture,
      the Holder of any Note shall have the

     

    


    
      
        
          
          

        

        
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    right,
      which is absolute and unconditional, to receive payment of the principal of
      and
      interest (including any Deferred Interest and any Available Funds Shortfall),
      if
      any, on such Note on or after the respective due dates thereof expressed in
      such
      Note or in this Indenture (or, in the case of redemption, on or after the
      Redemption Date) and to institute suit for the enforcement of any such payment,
      and such right shall not be impaired without the consent of such
      Holder.

     

    Section
      5.08.                                Restoration
      of Rights and Remedies.  If the Indenture Trustee or any
      Noteholder has instituted any Proceeding to enforce any right or remedy under
      this Indenture and such Proceeding has been discontinued or abandoned for any
      reason or has been determined adversely to the Indenture Trustee or to such
      Noteholder, then and in every such case the Issuing Entity, the Indenture
      Trustee and the Noteholders shall, subject to any determination in such
      Proceeding, be restored severally and respectively to their former positions
      hereunder, and thereafter all rights and remedies of the Indenture Trustee
      and
      the Noteholders shall continue as though no such Proceeding had been
      instituted.

     

    Section
      5.09.                                Rights
      and Remedies Cumulative.  No right or remedy herein conferred upon
      or reserved to the Indenture Trustee or to the Noteholders is intended to be
      exclusive of any other right or remedy, and every right and remedy shall, to
      the
      extent permitted by law, be cumulative and in addition to every other right
      and
      remedy given hereunder or now or hereafter existing at law or in equity or
      otherwise.  The assertion or employment of any right or remedy
      hereunder, or otherwise, shall not prevent the concurrent assertion or
      employment of any other appropriate right or remedy.

     

    Section
      5.10.                                Delay
      or Omission Not a Waiver.  No delay or omission of the Indenture
      Trustee or any Holder of any Note to exercise any right or remedy accruing
      upon
      any Default or Event of Default shall impair any such right or remedy or
      constitute a waiver of any such Default or Event of Default or an acquiescence
      therein.  Every right and remedy given by this Article Five or by law
      to the Indenture Trustee or to the Noteholders may be exercised from time to
      time, and as often as may be deemed expedient, by the Indenture Trustee or
      by
      the Noteholders, as the case may be.

     

    Section
      5.11.                                Control
      by Noteholders.  Except as otherwise provided in Section 5.02, the
      Holders of a majority of the Outstanding Balance of the Notes shall have the
      right to direct the time, method and place of conducting any Proceeding for
      any
      remedy available to the Indenture Trustee with respect to the Notes or
      exercising any trust or power conferred on the Indenture Trustee; provided
      that:

     

    (i)           such
      direction shall not be in conflict with any rule of law or with this
      Indenture;

     

    (ii)           subject
      to the express terms of Section 5.04, any direction to the Indenture Trustee
      to
      sell or liquidate the Collateral shall be by Holders of Notes representing
      not
      less than 100% of the Outstanding Balance of the Notes;

     

    (iii)           if
      the conditions set forth in Section 5.05 have been satisfied and the Indenture
      Trustee elects to retain the Collateral pursuant to such Section, then any
      direction to the Indenture Trustee by Holders of Notes representing less than
      100% of the

     

    


    
      
        
          
          

        

        
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    Outstanding
      Balance of the Notes to sell or liquidate the Collateral shall be of no force
      and effect; and

     

    (iv)           the
      Indenture Trustee may take any other action deemed proper by the Indenture
      Trustee that is not inconsistent with such direction.

     

    Notwithstanding
      the rights of the Noteholders set forth in this Section, subject to Section
      6.01(h), the Indenture Trustee need not take any action that it determines
      might
      involve it in liability or might materially adversely affect the rights of
      any
      Noteholders not consenting to such action.

     

    Section
      5.12.                                Waiver
      of Past Defaults.  Prior to the declaration of the acceleration of
      the maturity of the Notes as provided in Section 5.02, the Holders of Notes
      of
      not less than a majority of the Outstanding Balance of the Notes may waive,
      in
      writing, any past Default or Event of Default and its consequences except a
      Default (a) in payment of principal of or interest on any of the Notes or (b)
      in
      respect of a covenant or provision hereof which cannot be modified or amended
      without the consent of the Holder of each Note.  In the case of any
      such waiver, the Issuing Entity, the Indenture Trustee and the Holders of the
      Notes shall be restored to their former positions and rights hereunder,
      respectively; but no such waiver shall extend to any subsequent or other Default
      or impair any right consequent thereto.

     

    Upon
      any
      such waiver, such Default shall cease to exist and be deemed to have been cured
      and not to have occurred, and any Event of Default arising therefrom shall
      be
      deemed to have been cured and not to have occurred, for every purpose of this
      Indenture; but no such waiver shall extend to any subsequent or other Default
      or
      Event of Default or impair any right consequent thereto.

     

    Section
      5.13.                                Undertaking
      for Costs.  All parties to this Indenture agree, and each Holder
      of a Note by such Holder’s acceptance thereof shall be deemed to have agreed,
      that any court may in its discretion require, in any suit for the enforcement
      of
      any right or remedy under this Indenture, or in any suit against the Indenture
      Trustee for any action taken, suffered or omitted by it as Indenture Trustee,
      the filing by any party litigant in such suit of an undertaking to pay the
      costs
      of such suit, and that such court may in its discretion assess reasonable costs,
      including reasonable attorneys’ fees, against any party litigant in such suit,
      having due regard to the merits and good faith of the claims or defenses made
      by
      such party litigant; but the provisions of this Section shall not apply to
      (a)
      any suit instituted by the Indenture Trustee, (b) any suit instituted by any
      Noteholder, or group of Noteholders, in each case holding in the aggregate
      more
      than 10% of the Outstanding Balance of the Notes or (c) any suit instituted
      by
      any Noteholder for the enforcement of the payment of principal of or interest
      on
      any Note on or after the respective due dates expressed in such Note and in
      this
      Indenture (or, in the case of redemption, on or after the Redemption
      Date).

     

    Section
      5.14.                                Waiver
      of Stay or Extension Laws.  The Issuing Entity covenants (to the
      extent that it may lawfully do so) that it will not at any time insist upon,
      or
      plead or in any manner whatsoever claim or take the benefit or advantage of,
      any
      stay or extension law wherever enacted, now or at any time hereafter in force,
      that may affect the covenants or the performance of this Indenture; and the
      Issuing Entity (to the extent that it may lawfully do so) hereby

     

    


    
      
        
          
          

        

        
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    expressly
      waives all benefit or advantage of any such law, and covenants that it will
      not
      hinder, delay or impede the execution of any power herein granted to the
      Indenture Trustee, but will suffer and permit the execution of every such power
      as though no such law had been enacted.

     

    Section
      5.15.                                Action
      on Notes.  The Indenture Trustee’s right to seek and recover
      judgment on the Notes or under this Indenture shall not be affected by the
      seeking, obtaining or application of any other relief under or with respect
      to
      this Indenture.  Neither the lien of this Indenture nor any rights or
      remedies of the Indenture Trustee or the Noteholders shall be impaired by the
      recovery of any judgment by the Indenture Trustee against the Issuing Entity
      or
      by the levy of any execution under such judgment upon any portion of the
      Collateral or upon any of the assets of the Issuing Entity.  Any money
      or property collected by the Indenture Trustee shall be applied in accordance
      with Section 5.04(b).

     

    Section
      5.16.                                Performance
      and Enforcement of Certain Obligations.

     

    (a)           Promptly
      following a request from the Indenture Trustee to do so, the Issuing Entity
      shall take all such lawful action as the Indenture Trustee may request to compel
      or secure the performance and observance by the Seller, the Depositor, the
      Trust
      Administrator or the Master Servicer, as applicable, of each of their
      obligations to the Issuing Entity under or in connection with the Mortgage
      Loan
      Purchase Agreement and Transfer and Servicing Agreement, and to exercise any
      and
      all rights, remedies, powers and privileges lawfully available to the Issuing
      Entity under or in connection with the Transfer and Servicing Agreement to
      the
      extent and in the manner directed by the Indenture Trustee, including the
      transmission of notices of default on the part of the Seller, the Depositor,
      the
      Trust Administrator or the Master Servicer, as applicable, under the Mortgage
      Loan Purchase Agreement and Transfer and Servicing Agreement and the institution
      of legal or administrative actions or proceedings to compel or secure
      performance by the Seller, the Depositor, the Trust Administrator or the Master
      Servicer of each of their applicable obligations under the Mortgage Loan
      Purchase Agreement and Transfer and Servicing Agreement.

     

    (b)           If
      an Event of Default has occurred and is continuing, the Indenture Trustee may,
      and at the direction (which direction shall be in writing or by telephone
      (confirmed in writing promptly thereafter)) of the Holders of a majority of
      the
      Outstanding Balance of the Priority Class Notes shall, exercise all rights,
      remedies, powers, privileges and claims of the Issuing Entity against the
      Depositor, the Trust Administrator or the Master Servicer under or in connection
      with the Transfer and Servicing Agreement or the Seller under or in connection
      with the Mortgage Loan Purchase Agreement, including the right or power to
      take
      any action to compel or secure performance or observance by the Seller, the
      Depositor or the Master Servicer, of each of their applicable obligations to
      the
      Issuing Entity thereunder and to give any consent, request, notice, direction,
      approval, extension or waiver under the Transfer and Servicing Agreement, and
      any right of the Issuing Entity to take such action shall be
      suspended.

     

    ARTICLE
      SIX

     

    THE
      INDENTURE TRUSTEE

     

    Section
      6.01.                                Duties
      of Indenture Trustee.

     

    


    
      
        
          
          

        

        
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    (a)           If
      an Event of Default has occurred and is continuing, the Indenture Trustee shall
      exercise the rights and powers vested in it by this Indenture and use the same
      degree of care and skill in its exercise as a prudent person would exercise
      or
      use under the circumstances in the conduct of such person’s own
      affairs.

     

    (b)           Except
      during the continuance of an Event of Default:

     

    (i)           the
      Indenture Trustee undertakes to perform such duties and only such duties as
      are
      specifically set forth in this Indenture and shall not be liable except for
      the
      performance of such duties and obligations as are specifically set forth in
      this
      Indenture and no implied covenants or obligations shall be read into this
      Indenture against the Indenture Trustee; and

     

    (ii)           in
      the absence of bad faith fraud, negligence or willful misconduct on its part,
      the Indenture Trustee may conclusively rely, as to the truth of the statements
      and the correctness of the opinions expressed therein, upon certificates or
      opinions furnished to the Indenture Trustee and on their face conforming to
      the
      requirements of this Indenture; however, the Indenture Trustee shall examine
      the
      certificates and opinions to determine whether or not they conform on their
      face
      to the requirements of this Indenture.

     

    (c)           The
      Indenture Trustee may not be relieved from liability for its own negligent
      action, its own negligent failure to act, its own willful misconduct, its own
      fraud or its own bad faith, except that:

     

    (i)           this
      paragraph does not limit the effect of paragraph (a) of this
      Section;

     

    (ii)           the
      Indenture Trustee shall not be liable for any error of judgment made in good
      faith by a Responsible Officer unless it is proved that the Indenture Trustee
      was negligent in ascertaining the pertinent facts;

     

    (iii)           the
      Indenture Trustee shall not be liable with respect to any action it takes or
      omits to take in good faith in accordance with this Indenture or upon a
      direction received by it from the requisite Noteholders pursuant to Article
      V;
      and

     

    (iv)           the
      Indenture Trustee shall not be required to take notice or be deemed to have
      notice or knowledge of (a) any failure by the Issuing Entity to comply with
      its
      obligations hereunder or in the Operative Agreements or (b) any Default or
      Event
      of Default, unless a Responsible Officer of the Indenture Trustee assigned
      to
      and working in its corporate trust department obtains actual knowledge of such
      Default or Event of Default or shall have received written notice
      thereof.  In the absence of such actual knowledge or notice, the
      Indenture Trustee may conclusively assume that there is no Default or Event
      of
      Default.

     

    (d)           Every
      provision of this Indenture that in any way relates to the Indenture Trustee
      is
      subject to the provisions of this Section.

     

    (e)           The
      Indenture Trustee shall not be liable for indebtedness evidenced by or arising
      under any of the Operative Agreements, including principal of or interest on
      the
      Notes, or

     

    


    
      
        
          
          

        

        
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    interest
      on any money received by it except as the Indenture Trustee may agree in writing
      with the Issuing Entity.

     

    (f)           Money
      held in trust by the Indenture Trustee need not be segregated from other funds
      except to the extent required by law or the terms of this Indenture or the
      Transfer and Servicing Agreement.

     

    (g)           No
      provision of this Indenture shall require the Indenture Trustee to expend,
      advance or risk its own funds or otherwise incur financial liability in the
      performance of any of its duties hereunder or in the exercise of any of its
      rights or powers, if it shall have reasonable grounds to believe that repayment
      of such funds or adequate indemnity against such risk or liability is not
      reasonably assured to it provided, however, that the Indenture Trustee shall
      not
      refuse or fail to perform any of its duties hereunder solely as a result of
      nonpayment of its normal fees and expenses.

     

    (h)           Every
      provision of this Indenture or any Operative Agreement relating to the conduct
      or affecting the liability of or affording protection to the Indenture Trustee
      shall be subject to the provisions of this Section, Section 6.02 and to the
      provisions of the TIA.

     

    (i)           The
      Indenture Trustee shall execute and deliver the Transfer and Servicing Agreement
      and perform its duties thereunder.

     

    (j)           The
      Indenture Trustee shall not have any duty or obligation to manage, make any
      payment with respect to, register, record, sell, dispose of, or otherwise deal
      with the Collateral, or to otherwise take or refrain from taking any action
      under, or in connection with, any document contemplated hereby to which the
      Indenture Trustee is a party, except as expressly provided (i) in accordance
      with the powers granted to and the authority conferred upon the Indenture
      Trustee pursuant to this Indenture or any other Operative Agreement, and (ii)
      in
      accordance with any document or instruction delivered to the Indenture Trustee
      pursuant to the terms of this Indenture; and no implied duties or obligations
      shall be read into this Indenture or any Operative Agreement against the
      Indenture Trustee.  The Indenture Trustee agrees that it will, at the
      cost and expense of the Issuing Entity, promptly take all action as may be
      necessary to discharge any liens on any part of the Collateral that result
      from
      actions by, or claims against itself (in its individual capacity, and not in
      the
      capacity of Indenture Trustee) that are not related to the administration of
      the
      Collateral.

     

    Section
      6.02.                                Rights
      of Indenture Trustee.

     

    (a)           The
      Indenture Trustee may rely on any document believed by it to be genuine and
      to
      have been signed or presented by the proper person.  The Indenture
      Trustee need not investigate any fact or matter stated in the
      document.

     

    (b)           Before
      the Indenture Trustee acts or refrains from acting, it may require an Officer’s
      Certificate or an Opinion of Counsel, which shall not be at the expense of
      the
      Indenture Trustee.  The Indenture Trustee shall not be liable for any
      action it takes or omits to take in good faith in reliance on an Officer’s
      Certificate or Opinion of Counsel.  The right of the Indenture Trustee
      to perform any discretionary act enumerated in this Indenture or in any
      Operative

     

    


    
      
        
          
          

        

        
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    Agreement
      shall not be construed as a duty and the Indenture Trustee shall not be
      answerable for other than its negligence, fraud, bad faith or willful misconduct
      in the performance of such act.

     

    (c)           The
      Indenture Trustee may execute any of the trusts or powers hereunder or perform
      any duties hereunder either directly or by or through agents or attorneys or
      a
      custodian or nominee.

     

    (d)           The
      Indenture Trustee shall not be liable for any action it takes or omits to take
      in good faith which it believes to be authorized or within its rights or powers;
      provided, that the Indenture Trustee’s conduct does not constitute willful
      misconduct, negligence, fraud or bad faith.

     

    (e)           The
      Indenture Trustee may consult with counsel, and any Opinion of Counsel with
      respect to legal matters relating to this Indenture, any Operative Agreement
      and
      the Notes shall be full and complete authorization and protection from liability
      in respect to any action taken, omitted or suffered by it hereunder in good
      faith and in accordance with any Opinion of Counsel of such
      counsel.

     

    (f)           In
      the event that the Indenture Trustee is also acting as Paying Agent, Note
      Registrar, Custodian or Trust Administrator hereunder or under any Operative
      Agreement, the rights and protections afforded to the Indenture Trustee pursuant
      to this Article Six shall be afforded to such Paying Agent, Note Registrar,
      Custodian and Trust Administrator.

     

    (g)           The
      permissive rights of the Indenture Trustee enumerated herein shall not be
      construed as duties.

     

    Section
      6.03.                                Individual
      Rights of Indenture Trustee.  The Indenture Trustee in its
      individual or any other capacity may become the owner or pledgee of Notes and
      may otherwise deal with the Issuing Entity or its Affiliates with the same
      rights it would have if it were not Indenture Trustee.  Any Paying
      Agent, Note Registrar, co-registrar or co-paying agent may do the same with
      like
      rights.  However, the Indenture Trustee must comply with Section
      6.11.

     

    Section
      6.04.                                Indenture
      Trustee’s Disclaimer.  The Indenture Trustee shall not be
      responsible for and makes no representation as to the validity or adequacy
      of
      any of the Operative Agreements or the Notes or the sufficiency of the
      Collateral; it shall not be accountable for the Issuing Entity’s use of the
      proceeds from the Notes, and it shall not be responsible for any statement
      of
      the Issuing Entity or the Servicer in this Indenture, any Operative Agreement
      or
      in any other document issued in connection with the sale of the Notes or in
      the
      Notes other than the Indenture Trustee’s certificate of
      authentication.

     

    Section
      6.05.                                Notice
      of Defaults.  If a Default occurs and is continuing and if a
      Responsible Officer of the Indenture Trustee has actual knowledge thereof,
      the
      Indenture Trustee shall give prompt written notice thereof to each Noteholder
      and the Swap Counterparty.

     

    Section
      6.06.                                Reports
      by Indenture Trustee to Holders.  The Trust Administrator shall
      deliver to each Noteholder such information with respect to the Notes as may
      be
      required to enable such holder to prepare its federal and state income tax
      returns and shall file such

     

    


    
      
        
          
          

        

        
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    information
      returns with the Internal Revenue Service with respect to payments or accruals
      of interest on the Notes as are required to be filed under the Code or
      applicable Treasury Regulations.

     

    Section
      6.07.                                Compensation
      and Indemnity.  The Indenture Trustee shall be entitled, as
      compensation for its services, a fee to be paid by the Master Servicer as
      provided in the Transfer and Servicing Agreement.  The Indenture
      Trustee’s compensation shall not be limited by any law on compensation of a
      trustee of an express trust.  The Indenture Trustee and any co-trustee
      shall be reimbursed on behalf of the Issuing Entity from funds in the Collection
      Account, as provided in the Transfer and Servicing Agreement, for all reasonable
      ordinary out-of-pocket expenses incurred or made by it, including costs of
      collection, in addition to the compensation for its services (as provided in
      the
      Transfer and Servicing Agreement).  Reimbursable expenses under this
      Section shall include the reasonable compensation and expenses, disbursements
      and advances of the Indenture Trustee’s agents, counsel, accountants and
      experts.  The Issuing Entity shall indemnify the Indenture Trustee,
      any co-trustee and their respective employees, directors and agents, as provided
      in the Transfer and Servicing Agreement and from funds in the Collection
      Account, against any and all claim, loss, liability or expense (including
      attorneys’ fees) incurred by it in connection with the administration of this
      trust and the performance of its duties hereunder or under any Operative
      Agreement, including, without limitation, the execution and filing of any
      information returns.  The Indenture Trustee or co-trustee, as
      applicable, shall notify the Issuing Entity and the Trust Administrator promptly
      of any claim for which it may seek indemnity.  Failure by the
      Indenture Trustee or the co-trustee, as applicable, to so notify the Issuing
      Entity and the Trust Administrator shall not relieve the Issuing Entity or
      the
      Trust Administrator of its obligations hereunder.  The Issuing Entity
      shall defend any such claim, and the Indenture Trustee and any co-trustee may
      have separate counsel and the fees and expenses of such counsel shall be payable
      on behalf of the Issuing Entity from funds in the Collection
      Account.  The Issuing Entity shall not be required to reimburse any
      expense or indemnify against any loss, liability or expense incurred by the
      Indenture Trustee or any co-trustee through the Indenture Trustee’s or
      co-trustee’s, as the case may be, own willful misconduct, negligence, fraud or
      bad faith.

     

    The
      Issuing Entity’s obligations to the Indenture Trustee and any co-trustee
      pursuant to this Section shall survive the resignation or removal of the
      Indenture Trustee and the termination of discharge of this
      Indenture.  When the Indenture Trustee or any co-trustee incurs
      expenses after the occurrence of a Default specified in Section 5.01(iv) or
      (vi)
      with respect to the Issuing Entity, the expenses are intended to constitute
      expenses of administration under Title 11 of the United States Code or any
      other
      applicable federal or state bankruptcy, insolvency or similar law.

     

    Section
      6.08.                                Replacement
      of Indenture Trustee.  No resignation or removal of the Indenture
      Trustee and no appointment of a successor Indenture Trustee shall become
      effective until the acceptance of appointment by the successor Indenture Trustee
      pursuant to this Section.  The Indenture Trustee may resign at any
      time by giving 90 days’ written notice thereof to the Depositor, the Issuing
      Entity, each Noteholder, the Swap Counterparty and each Rating
      Agency.  The Issuing Entity shall remove the Indenture Trustee
      if:

     

    (i)           the
      Indenture Trustee fails to comply with Section 6.11;

     

    


    
      
        
          
          

        

        
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    (ii)           the
      Indenture Trustee is adjudged bankrupt or insolvent;

     

    (iii)           a
      receiver or other public officer takes charge of the Indenture Trustee or its
      property; or

     

    (iv)           the
      Indenture Trustee otherwise becomes incapable of acting.

     

    If
      the
      Indenture Trustee resigns or is removed or if a vacancy exists in the office
      of
      the Indenture Trustee for any reason (the Indenture Trustee in such event being
      referred to herein as the retiring Indenture Trustee), the Issuing Entity shall
      promptly appoint a successor Indenture Trustee that satisfies the eligibility
      requirements of Section 6.11.

     

    The
      resigning or removed Indenture Trustee agrees to cooperate with any successor
      Indenture Trustee in effecting the termination of the resigning or removed
      Indenture Trustee’s responsibilities and rights hereunder and shall promptly
      provide such successor Indenture Trustee all documents and records reasonably
      requested by it to enable it to assume the Indenture Trustee’s functions
      hereunder.

     

    A
      successor Indenture Trustee shall deliver a written acceptance of its
      appointment to the retiring Indenture Trustee and to the Issuing
      Entity.  Thereupon the resignation or removal of the retiring
      Indenture Trustee shall become effective, and the successor Indenture Trustee
      shall have all the rights, powers and duties of the Indenture Trustee under
      this
      Indenture.  The successor Indenture Trustee shall mail a notice of its
      succession to Noteholders and the Swap Counterparty.  The retiring
      Indenture Trustee shall promptly transfer all property held by it as Indenture
      Trustee to the successor Indenture Trustee.

     

    If
      a
      successor Indenture Trustee does not take office within 30 days after the
      retiring Indenture Trustee resigns or is removed, the retiring Indenture
      Trustee, the Issuing Entity or the Holders of a majority in Outstanding Balance
      of the Notes may petition any court of competent jurisdiction for the
      appointment of a successor Indenture Trustee.

     

    If
      the
      Indenture Trustee fails to comply with Section 6.11, any Noteholder may petition
      any court of competent jurisdiction for the removal of the Indenture Trustee
      and
      the appointment of a successor Indenture Trustee.

     

    Section
      6.09.                                Successor
      Indenture Trustee by Merger.  If the Indenture Trustee
      consolidates with, merges or converts into, or transfers all or substantially
      all its corporate trust business or assets to, another corporation or banking
      association, the resulting, surviving or transferee corporation without any
      further act shall be the successor Indenture Trustee; provided, that such
      corporation or banking association shall be otherwise qualified and eligible
      under Section 6.11.  The Indenture Trustee shall provide each Rating
      Agency prior written notice of any such transaction.

     

    In
      case
      at the time such successor or successors by merger, conversion or consolidation
      to the Indenture Trustee shall succeed to the trusts created by this Indenture
      any of the Notes shall have been authenticated but not delivered, any such
      successor to the Indenture Trustee may adopt the certificate of authentication
      of any predecessor trustee and deliver such Notes so

     

    


    
      
        
          
          

        

        
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    authenticated;
      and in case at that time any of the Notes shall not have been authenticated,
      any
      successor to the Indenture Trustee may authenticate such Notes either in the
      name of any predecessor hereunder or in the name of the successor to the
      Indenture Trustee; and in all such cases such certificates shall have the full
      force which it is anywhere in the Notes or in this Indenture provided that
      the
      certificate of the Indenture Trustee shall have.

     

    Section
      6.10.                                Appointment
      of Co-Indenture Trustee or Separate Indenture Trustee.

     

    (a)           Notwithstanding
      any other provisions of this Indenture, at any time, for the purpose of meeting
      any legal requirement of any jurisdiction in which any part of the Collateral
      may at the time be located, the Indenture Trustee shall have the power and
      may
      execute and deliver all instruments to appoint one or more Persons to act as
      a
      co-trustee or co-trustees, or separate trustee or separate trustees, of all
      or
      any part of the Trust, and to vest in such Person or Persons, in such capacity
      and for the benefit of the Noteholders and the Swap Counterparty, such title
      to
      the Collateral, or any part hereof, and, subject to the other provisions of
      this
      Section, such powers, duties, obligations, rights and trusts as the Indenture
      Trustee may consider necessary or desirable.  No co-trustee or
      separate trustee hereunder shall be required to meet the terms of eligibility
      as
      a successor trustee under Section 6.11 and no notice to Noteholders of the
      appointment of any co-trustee or separate trustee shall be required under
      Section 6.08 hereof.

     

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

     

    (i)           all
      rights, powers, duties and obligations conferred or imposed upon the Indenture
      Trustee shall be conferred or imposed upon and exercised or performed by the
      Indenture Trustee and such separate trustee or co-trustee jointly (it being
      understood that such separate trustee or co-trustee is not authorized to act
      separately without the Indenture Trustee joining in such act), except to the
      extent that under any law of any jurisdiction in which any particular act or
      acts are to be performed the Indenture Trustee shall be incompetent or
      unqualified to perform such act or acts, in which event such rights, powers,
      duties and obligations (including the holding of title to the Collateral or
      any
      portion thereof in any such jurisdiction) shall be exercised and performed
      singly by such separate trustee or co-trustee, but solely at the direction
      of
      the Indenture Trustee;

     

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

     

    (iii)           the
      Indenture Trustee may at any time accept the resignation of or remove any
      separate trustee or co-trustee.

     

    (c)           Any
      notice, request or other writing given to the Indenture Trustee shall be deemed
      to have been given to each of the then separate trustees and co-trustees, as
      effectively as if given to each of them.  Every instrument appointing
      any separate trustee or co-trustee shall refer to this Indenture and the
      conditions of this Article Six.  Each separate trustee and co-trustee,
      upon its acceptance of the trusts conferred, shall be vested with the estates
      or
      property specified in its instrument of appointment, either jointly with the
      Indenture Trustee or separately, as may be provided therein, subject to all
      the
      provisions of this Indenture, specifically including every

     

    


    
      
        
          
          

        

        
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    provision
      of this Indenture relating to the conduct of, affecting the liability of, or
      affording protection to, the Indenture Trustee.  Every such instrument
      shall be filed with the Indenture Trustee.

     

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

     

    Section
      6.11.                                Eligibility;
      Disqualification.  The Indenture Trustee shall at all times (i)
      satisfy the requirements of TIA Section 310(a), (ii) have a combined capital
      and
      surplus of at least $100,000,000 as set forth in its most recently published
      annual report of condition, (iii) have a long-term debt rating equivalent to
“A”
or better and a short-term debt rating equivalent to “A-1” or better by the
      Rating Agencies or be otherwise acceptable to the Rating Agencies, and (iv)
      not
      be an Affiliate of the Issuing Entity or the Owner Trustee.  The
      Indenture Trustee shall comply with TIA Section 310(b), including the optional
      provision permitted by the second sentence of TIA Section 310(b)(9); provided,
      however, that there shall be excluded from the operation of TIA Section
      310(b)(1) any indenture or indentures under which other securities of the
      Issuing Entity are outstanding if the requirements for such exclusion set forth
      in TIA Section 310(b)(1) are met.

     

    Section
      6.12.                                Representations
      and Warranties.  The Indenture Trustee hereby represents
      that:

     

    (a)           the
      Indenture Trustee is duly organized and validly existing as a [____________
      ________] in good standing under the laws of [__________________] with power
      and
      authority to own its properties and to conduct its business as such properties
      are currently owned and such business is presently conducted;

     

    (b)           the
      Indenture Trustee has the power and authority to execute and deliver this
      Indenture and to carry out its terms; and the execution, delivery and
      performance of this Indenture have been duly authorized by the Indenture Trustee
      by all necessary corporate action;

     

    (c)           the
      consummation of the transactions contemplated by this Indenture and the
      fulfillment of the terms hereof do not conflict with, result in any breach
      of
      any of the terms and provisions of, or constitute (with or without notice or
      lapse of time) a default under the articles of organization or bylaws of the
      Indenture Trustee or, to the knowledge of the Indenture Trustee, any agreement
      or other instrument to which the Indenture Trustee is a party or by which it
      is
      bound; and

     

    (d)           to
      the Indenture Trustee’s best knowledge, there are no proceedings or
      investigations pending or threatened before any court, regulatory body,
      administrative agency or other governmental instrumentality having jurisdiction
      over the Indenture Trustee or its properties:  (i) asserting the
      invalidity of this Indenture, (ii) seeking to prevent the
      consummation

     

    


    
      
        
          
          

        

        
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    of
      any of
      the transactions contemplated by this Indenture or (iii) seeking any
      determination or ruling that might materially and adversely affect the
      performance by the Indenture Trustee of its obligations under, or the validity
      or enforceability of, this Indenture.

     

    Section
      6.13.                                Preferential
      Collection of Claims Against Issuing Entity.  The Indenture
      Trustee shall comply with TIA Section 311(a), excluding any creditor
      relationship listed in TIA Section 311(b).  An Indenture Trustee which
      has resigned or been removed shall be subject to TIA Section 311(a) to the
      extent indicated.

     

    ARTICLE
      SEVEN

     

    NOTEHOLDERS’
      LISTS AND REPORTS

     

    Section
      7.01.                                Note
      Registrar To Furnish to the Indenture Trustee the Names and Addresses of
      Noteholders.  The Note Registrar will furnish or cause to be
      furnished to the Indenture Trustee at such times as the Indenture Trustee may
      request in writing, within 30 days after receipt by the Note Registrar of any
      such request, a list in such form as the Indenture Trustee may reasonably
      require, of the names and addresses of the Holders of Notes as of a date not
      more than 10 days prior to the time such list is furnished.

     

    Section
      7.02.                                Preservation
      of Information:  Communications to Noteholders.

     

    (a)           The
      Trust Administrator shall preserve, in as current a form as is reasonably
      practicable, the names and addresses of the Holders of Notes contained in the
      most recent list furnished to the Trust Administrator as provided in Section
      7.01 and the names and addresses of Holders of Notes received by the Trust
      Administrator in its capacity as Note Registrar.  The Trust
      Administrator may destroy any list furnished to it as provided in such Section
      7.01 upon receipt of a new list so furnished.  If three or more
      Noteholders, or one or more Holders of a Class of Notes evidencing not less
      than
      25% of the Outstanding Balance thereof (hereinafter referred to as
“Applicants”), apply in writing to the Trust Administrator or the Indenture
      Trustee, and such application states that the Applicants desire to communicate
      with other holders with respect to their rights under this Indenture or under
      the Notes, then the Trust Administrator shall, within five Business Days after
      the receipt of such application, afford such Applicants access, during normal
      business hours, to the current list of Holders.  Every Holder, by
      receiving and holding a Note, agrees with the Issuing Entity, the Indenture
      Trustee and the Trust Administrator that neither the Issuing Entity, the
      Indenture Trustee nor the Trust Administrator shall be held accountable by
      reason of the disclosure of any such information as to the names and addresses
      of the Holders under this Indenture, regardless of the source from which such
      information was derived.

     

    (b)           Noteholders
      may communicate pursuant to TIA Section 312(b) with other Noteholders with
      respect to their rights under this Indenture or under the Notes.

     

    (c)           The
      Issuing Entity, the Indenture Trustee and the Trust Administrator shall have
      the
      protection of TIA Section 312(e).

     

    Section
      7.03.                                Reports
      by Issuing Entity.

     

    


    
      
        
          
          

        

        
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    (a)           The
      Issuing Entity shall:

     

    (i)           file
      with the Indenture Trustee and the Commission in accordance with the rules
      and
      regulations prescribed from time to time by the Commission such additional
      information, documents and reports with respect to compliance by the Issuing
      Entity with the conditions and covenants of this Indenture as may be required
      from time to time by such rules and regulations.  Delivery of such
      information, documents and reports to the Indenture Trustee is for informational
      purposes only and the Indenture Trustee’s receipt of such reports shall not
      constitute constructive notice of any information contained therein or
      determinable from information contained therein, including the Issuing Entity’s
      compliance with any of its covenants hereunder (as to which the Indenture
      Trustee is entitled to rely exclusively on Officers’ Certificates);
      and

     

    (ii)           supply
      to the Trust Administrator (and the Trust Administrator shall transmit by mail
      to all Noteholders described in TIA Section 313(c)) such summaries of any
      information, documents and reports required to be filed by the Issuing Entity
      pursuant to clause (i) of this Section 7.03(a) and by rules and regulations
      prescribed from time to time by the Commission.

     

    (b)           Unless
      the Issuing Entity otherwise determines and notifies the Indenture Trustee
      and
      the Trust Administrator in writing, the fiscal year of the Issuing Entity shall
      end on December 31 of each year.

     

    Section
      7.04.                                Reports
      by Indenture Trustee.  If required by TIA Section 313(a), within
      60 days after each March 1, beginning with March 1, 2007, the Indenture Trustee
      shall mail to each Noteholder as required by TIA Section 313(c) a brief report
      dated as of such date that complies with TIA Section 313(a).  The
      Indenture Trustee also shall comply with TIA Section 313(b).

     

    A
      copy of
      each report at the time of its mailing to Noteholders shall be filed by the
      Indenture Trustee with the Commission and each securities exchange, if any,
      on
      which the Notes are listed.  The Issuing Entity shall notify the
      Indenture Trustee if and when the Notes are listed on any securities
      exchange.

     

    ARTICLE
      EIGHT

     

    ACCOUNTS,
      DISBURSEMENTS AND RELEASES

     

    Section
      8.01.                                Collection
      of Money.  Except as otherwise expressly provided herein, the
      Indenture Trustee may demand payment or delivery of, and shall receive and
      collect, directly and without intervention or assistance of any fiscal agent
      or
      other intermediary, all money and other property payable to or receivable by
      the
      Indenture Trustee pursuant to this Indenture.  The Indenture Trustee
      shall apply all such money received by it as provided in this
      Indenture.  Except as otherwise expressly provided in this Indenture,
      if any default occurs in the making of any payment or performance under any
      agreement or instrument that is part of the Collateral, the Indenture Trustee
      may take such action as may be appropriate to enforce such payment or
      performance, including the institution and prosecution of appropriate
      Proceedings.  Any such

     

    


    
      
        
          
          

        

        
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    action
      shall be without prejudice to any right to claim a Default or Event of Default
      under this Indenture and any right to proceed thereafter as provided in Article
      Five.

     

    Section
      8.02.                                Collection
      Account.  On each Payment Date and Redemption Date, the Paying
      Agent (or, if the Indenture Trustee acts as Paying Agent, the Indenture Trustee)
      shall distribute all amounts on deposit in the Collection Account as provided
      in
      Sections 5.08 and 6.02 of the Transfer and Servicing Agreement.

     

    Section
      8.03.                                Release
      of Collateral.

     

    (a)           Subject
      to the payment of its fees and expenses pursuant to Section 6.07, the Indenture
      Trustee may, and when required by the provisions of this Indenture and the
      Transfer and Servicing Agreement shall, execute instruments to release property
      from the lien of this Indenture, or convey the Indenture Trustee’s interest in
      the same, in a manner and under circumstances that are not inconsistent with
      the
      provisions of this Indenture.  No party relying upon an instrument
      executed by the Indenture Trustee as provided in this Article Eight shall be
      bound to ascertain the Indenture Trustee’s authority, inquire into the
      satisfaction of any conditions precedent or see to the application of any
      monies.

     

    (b)           The
      Indenture Trustee shall, at such time as there are no Notes outstanding and
      all
      sums due to the Noteholders and the Swap Counterparty pursuant to the Transfer
      and Servicing Agreement and all fees and expenses of the Indenture Trustee,
      the
      Master Servicer, the Trust Administrator and the Custodian pursuant to this
      Indenture or any other Operative Agreement have been paid, release any remaining
      portion of the Collateral that secured the Notes and the Swap Agreement from
      the
      lien of this Indenture and release to the Issuing Entity or any other Person
      entitled thereto any funds then on deposit in the Trust Account and assign
      or
      transfer any outstanding Swap Agreement.  The Indenture Trustee shall
      release property from the lien of this Indenture pursuant to this subsection
      (b)
      only upon receipt of an Issuing Entity Request accompanied by an Officer’s
      Certificate, an Opinion of Counsel and (if required by the TIA) Independent
      Certificates in accordance with TIA Sections 314(c) and 314(d)( 1) meeting
      the
      applicable requirements of Section 11.01 hereof.

     

    ARTICLE
      NINE

     

    SUPPLEMENTAL
      INDENTURES

     

    Section
      9.01.                                Supplemental
      Indentures Without Consent of Noteholders.

     

    (a)           Without
      the consent of the Holders of any Notes but with prior notice to each Rating
      Agency, the Issuing Entity and the Indenture Trustee and with the prior written
      consent of the Swap Counterparty (but only to the extent such supplemental
      indenture materially adversely affects the amounts, priority or timing of
      payments under the Swap Agreement), when authorized by an Issuing Entity Order,
      at any time and from time to time, may enter into one or more indentures
      supplemental hereto (which shall conform to the provisions of the Trust
      Indenture Act as in force at the date of the execution thereof), in form
      satisfactory to the Indenture Trustee, for any of the following
      purposes:

     

    


    
      
        
          
          

        

        
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    (i)           to
      correct or amplify the description of any property at any time subject to the
      lien of this Indenture, or better to assure, convey and confirm unto the
      Indenture Trustee any property subject or required to be subjected to the lien
      of this Indenture, or to subject to the lien of this Indenture additional
      property;

     

    (ii)           to
      evidence the succession, in compliance with the applicable provisions hereof,
      of
      another person to the Issuing Entity, and the assumption by any such successor
      of the covenants of the Issuing Entity herein and in the Notes
      contained;

     

    (iii)           to
      add to the covenants of the Issuing Entity, for the benefit of the Holders
      of
      the Notes, or to surrender any right or power herein conferred upon the Issuing
      Entity;

     

    (iv)           to
      convey, transfer, assign, mortgage or pledge any property to or with the
      Indenture Trustee;

     

    (v)           (A)
      to cure any ambiguity, (B) to correct or supplement any provision herein or
      in
      any supplemental indenture that may be inconsistent with any other provisions
      herein or in any supplemental indenture or to conform the provisions hereof
      to
      those of the Offering Document, (C) to obtain or maintain a rating for a Class
      of Notes from a nationally recognized statistical rating organization, (D)
      to
      make any other provisions with respect to matters or questions arising under
      this Indenture; provided, however, that no such supplemental indenture
      entered into pursuant to clause (D) of this subparagraph (v) shall adversely
      affect in any material respect the interests of any Holder not consenting
      thereto;

     

    (vi)           to
      evidence and provide for the acceptance of the appointment hereunder by a
      successor trustee with respect to the Notes and to add to or change any of
      the
      provisions of this Indenture as shall be necessary to facilitate the
      administration of the trusts hereunder by more than one trustee, pursuant to
      the
      requirements of Article ; or

     

    (vii)           to
      modify, eliminate or add to the provisions of this Indenture to such extent
      as
      shall be necessary to effect the qualification of this Indenture under the
      TIA
      or under any similar federal statute hereafter enacted and to add to this
      Indenture such other provisions as may be expressly required by the
      TIA.

     

    provided,
      however, that no such supplemental indenture shall be entered into
      unless the Indenture Trustee shall have received an Opinion of Counsel stating
      that as a result of such supplemental indenture, the Trust will not be subject
      to federal income tax as long as an entity that qualifies as a REIT under the
      Code holds directly, or indirectly through one or more Qualified REIT
      Subsidiaries or entities that are disregarded for United States federal income
      tax purposes that are wholly owned by a REIT or a Qualified REIT Subsidiary,
      a
      100% ownership interest in the Ownership Certificate, and the Indenture Trustee
      receives an Officer’s Certificate from the Holder of the Ownership Certificate
      that the Holder of the Ownership Certificate qualifies as a single REIT, one
      or
      more Qualified REIT Subsidiaries of a single REIT or one or more entities that
      are disregarded for federal income tax purposes that are wholly owned by a
      single REIT or one or more Qualified REIT Subsidiaries of a single REIT under
      the Code and 

     

    
      
        
        

      

      
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    the
      Holder of the Ownership Certificate holds a 100% ownership Interest in the
      Ownership Certificate.

     

    The
      Indenture Trustee is hereby authorized to join in the execution of any such
      supplemental indenture and to make any further appropriate agreements and
      stipulations that may be therein contained.

     

    (b)           A
      letter from each Rating Agency to the effect that any supplemental indenture
      entered into pursuant to this Section 9.01 will not cause the then-current
      ratings on the Notes to be qualified, reduced or withdrawn shall constitute
      conclusive evidence that such amendment does not adversely affect in any
      material respect the interests of the Noteholders.

     

    Section
      9.02.                                Supplemental
      Indentures with Consent of Noteholders.  The Issuing Entity and
      the Indenture Trustee, when authorized by an Issuing Entity Order, also may,
      with prior notice to each Rating Agency and with the consent of the Holders
      of
      not less than 66-2/3% of the Outstanding Balance of the Notes and with the
      prior
      written consent of the Swap Counterparty (but only to the extent such
      supplemental indenture materially adversely affects the amounts, priority or
      timing of payments under the Swap Agreement), by Act of such Holders delivered
      to the Issuing Entity and the Indenture Trustee, enter into an indenture or
      indentures supplemental hereto for the purpose of adding any provisions to
      or
      changing in any manner or eliminating any of the provisions of this Indenture
      or
      of modifying in any manner the rights of the Holders of the Notes under this
      Indenture; provided, however, that no such supplemental
      indenture shall, (i) adversely affect the interests of the Noteholders without
      the consent of the Holder of each Outstanding Note affected thereby, (ii) reduce
      in any manner the amount of, or delay the timing of, payments in respect of
      any
      Note, (iii) alter the obligations of the Servicer or the Indenture Trustee
      to
      make an Advance or alter the servicing standards set forth in the Transfer
      and
      Servicing Agreement or the Servicing Agreement, (iv) reduce the aforesaid
      percentages of Notes the Holders of which are required to consent to any such
      supplemental indenture, without the consent of the Holders of all Notes affected
      thereby, or (v) permit the creation of any lien ranking prior to or on a parity
      with the lien of this Indenture with respect to any part of the Collateral
      or,
      except as otherwise permitted or contemplated herein, terminate the lien of
      this
      Indenture on any property at any time subject hereto or deprive the Holder
      of
      any Note of the security provided by the lien of this Indenture and
provided, further, that such action shall not, as evidenced by an
      Opinion of Counsel, subject the Trust to federal income tax as long as an entity
      that qualifies as a REIT under the Code holds directly, or indirectly through
      one or more Qualified REIT Subsidiaries or entities that are disregarded for
      United States federal income tax purposes that are wholly owned by a REIT or
      a
      Qualified REIT Subsidiary, a 100% ownership interest in the Ownership
      Certificate, and provided further, that the Indenture Trustee receives
      an Officer’s Certificate from the Holder of the Ownership Certificate that the
      Holder of the Ownership Certificate qualifies as a single REIT, one or more
      Qualified REIT Subsidiaries of a single REIT or one or more entities that are
      disregarded for federal income tax purposes that are wholly owned by a single
      REIT or one or more Qualified REIT Subsidiaries of a single REIT under the
      Code
      and the Holder of the Ownership Certificate holds a 100% ownership Interest
      in
      the Ownership Certificate.

     

    The
      Indenture Trustee may rely on an Opinion of Counsel to determine whether or
      not
      any Notes would be affected by any supplemental indenture and any such
      determination shall be

     

    


    
      
        
          
          

        

        
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    conclusive
      upon the Holders of all Notes, whether theretofore or thereafter authenticated
      and delivered hereunder.

     

    It
      shall
      not be necessary for any Act of Noteholders under this Section to approve the
      particular form of any proposed supplemental indenture, but it shall be
      sufficient if such Act shall approve the substance thereof.

     

    Promptly
      after the execution by the Issuing Entity and the Indenture Trustee of any
      supplemental indenture pursuant to this Section, the Issuing Entity shall mail
      to the Holders of the Notes to which such amendment or supplemental indenture
      relates and each Rating Agency a notice setting forth in general terms the
      substance of such supplemental indenture.  Any failure of the
      Indenture Trustee to mail such notice, or any defect therein, shall not,
      however, in any way impair or affect the validity of any such supplemental
      indenture.

     

    Section
      9.03.                                Execution
      of Supplemental Indentures.  In executing, or permitting the
      additional trusts created by, any supplemental indenture permitted by this
      Article Nine or the modification thereby of the trusts created by this
      Indenture, the Indenture Trustee shall be entitled to receive, and subject
      to
      Section 6.02, shall be fully protected in relying upon, in addition to the
      documents required under Section 11.01, an Opinion of Counsel to the effect
      provided in Section 9.07.  The Indenture Trustee may, but shall not be
      obligated to, enter into any such supplemental indenture that affects the
      Indenture Trustee’s own rights, duties, liabilities or immunities under this
      Indenture or otherwise.

     

    Section
      9.04.                                Effect
      of Supplemental Indenture.  Upon the execution of any supplemental
      indenture pursuant to the provisions hereof, this Indenture shall be and shall
      be deemed to be modified and amended in accordance therewith with respect to
      the
      Notes affected thereby, and the respective rights, limitations of rights,
      obligations, duties, liabilities and immunities under this Indenture of the
      Indenture Trustee, the Issuing Entity and the Holders of the Notes shall
      thereafter be determined, exercised and enforced hereunder subject in all
      respects to such modifications and amendments, and all the terms and conditions
      of any such supplemental indenture shall be and be deemed to be part of the
      terms and conditions of this Indenture for any and all purposes.

     

    Section
      9.05.                                Conformity
      with Trust Indenture Act.  Every amendment of this Indenture and
      every supplemental indenture executed pursuant to this Article IX shall conform
      to the requirements of the Trust Indenture Act as then in effect so long as
      this
      Indenture shall then be qualified under the Trust Indenture Act.

     

    Section
      9.06.                                Reference
      in Notes to Supplemental Indentures.  Notes authenticated and
      delivered after the execution of any supplemental indenture pursuant to this
      Article Nine may, and if required by the Indenture Trustee shall, bear a
      notation in a form approved by the Indenture Trustee as to any matter provided
      for in such supplemental indenture.  If the Issuing Entity or the
      Indenture Trustee shall so determine, new Notes so modified as to conform,
      in
      the opinion of the Indenture Trustee and the Issuing Entity, to any such
      supplemental indenture may be prepared and executed by the Issuing Entity and
      authenticated and delivered by the Indenture Trustee in exchange for Outstanding
      Notes.

     

    


    
      
        
          
          

        

        
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    Section
      9.07.                                Opinion
      of Counsel.  In connection with any supplemental indenture
      pursuant to this Article Nine, the Indenture Trustee shall be entitled to
      receive an Opinion of Counsel to the effect that such supplemental indenture
      is
      authorized or permitted by this Indenture and that all conditions precedent
      to
      the execution of such supplemental indenture in accordance with the relevant
      provisions of this Article Nine have been met.

     

    Nothing
      in this Section shall be construed to require that any Person obtain the consent
      of the Indenture Trustee to any amendment or waiver or any provision of any
      document where the making of such amendment or the giving of such waiver without
      obtaining the consent of the Indenture Trustee is not prohibited by this
      Indenture or by the terms of the document that is the subject of the proposed
      amendment or waiver.

     

    ARTICLE
      TEN

     

    REDEMPTION
      OF NOTES

     

    Section
      10.01.                                Redemption.  The
      Notes are subject to redemption pursuant to Section 9.02 of the Transfer and
      Servicing Agreement.  The Issuing Entity shall furnish each Rating
      Agency and the Swap Counterparty notice of such redemption.  If the
      Notes are to be redeemed pursuant to Section 9.02 of the Transfer and Servicing
      Agreement, SunTrust Mortgage, Inc. shall furnish notice of its exercise of
      its
      option to redeem the Notes to the Indenture Trustee, the Swap Counterparty
      and
      the Trust Administrator not later than 15 days prior to the Redemption Date
      and
      SunTrust Mortgage, Inc. shall deposit by 10:00 A.M.  New York City
      time on the Redemption Date with the Trust Administrator in the Collection
      Account the Redemption Price of the Notes to be redeemed, whereupon all such
      Notes shall be due and payable on the Redemption Date upon the furnishing of
      a
      notice complying with Section 10.02 hereof to each Holder of the
      Notes.

     

    Section
      10.02.                                Form
      of Redemption Notice.  Notice of redemption under Section 10.01
      shall be given by the Indenture Trustee by first-class mail, postage prepaid,
      or
      by facsimile mailed or transmitted not later than 10 days prior to the
      applicable Redemption Date to each Holder of Notes and the Swap Counterparty,
      as
      of the close of business on the Record Date preceding the applicable Redemption
      Date, at such entity’s address or facsimile number appearing in the Note
      Register or in the Swap Agreement, as applicable.

     

    All
      notices of redemption shall state:

     

    (i)           the
      Redemption Date;

     

    (ii)           the
      Redemption Price; and

     

    (iii)           the
      place where such Notes are to be surrendered for payment of the Redemption
      Price
      (which shall be the office or agency of the Issuing Entity to be maintained
      as
      provided in Section 3.02).

     

    Notice
      of
      redemption of the Notes shall be given by the Indenture Trustee in the name
      and
      at the expense of the Issuing Entity.  Failure to give notice of
      redemption, or any defect

     

    


    
      
        
          
          

        

        
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    therein,
      to any Holder of any Note shall not impair or affect the validity of the
      redemption of any other Note.

     

    Section
      10.03.                                Notes
      Payable on Redemption Date.  The Notes or portions thereof to be
      redeemed shall, following notice of redemption as required under Section 10.02
      (in the case of redemption pursuant to Section 10.01) and remittance to the
      Indenture Trustee of the Redemption Price as required under Section 10.01,
      on
      the Redemption Date become due and payable at the Redemption Price and (unless
      the Issuing Entity shall default in the payment of the Redemption Price) no
      interest shall accrue on the Redemption Price for any period after the date
      to
      which accrued interest is calculated for purposes of calculating the Redemption
      Price.

     

    ARTICLE
      ELEVEN

     

    MISCELLANEOUS

     

    Section
      11.01.                                Compliance
      Certificates and Opinions, etc.  Upon any application or request
      by the Issuing Entity to the Indenture Trustee to take any action under any
      provision of this Indenture, the Issuing Entity shall furnish to the Indenture
      Trustee:  (i) an Officer’s Certificate stating that all conditions
      precedent, if any, provided for in this Indenture relating to the proposed
      action have been complied with, (ii) an Opinion of Counsel stating that in
      the
      opinion of such counsel all such conditions precedent, if any, have been
      complied with, and (iii) (if required by the TIA) an Independent Certificate
      from a firm of certified public accountants meeting the applicable requirements
      of this Section, except that, in the case of any such application or request
      as
      to which the furnishing of such documents is specifically required by any
      provision of this Indenture, no additional certificate or opinion need be
      furnished.

     

    Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture shall include:

     

    (i)           a
      statement that each signatory of such certificate or opinion has read or has
      caused to be read such covenant or condition and the definitions herein relating
      thereto;

     

    (ii)           a
      brief statement as to the nature and scope of the examination or investigation
      upon which the statements or opinions contained in such certificate or opinion
      are based;

     

    (iii)           a
      statement that, in the opinion of each such signatory, such signatory has made
      such examination or investigation as is necessary to enable such signatory
      to
      express an informed opinion as to whether or not such covenant or condition
      has
      been complied with; and

     

    (iv)           a
      statement as to whether, in the opinion of each such signatory, such condition
      or covenant has been complied with.

     

    Section
      11.02.                                Form
      of Documents Delivered to Indenture Trustee.  In any case where
      several matters are required to be certified by, or covered by an opinion of,
      any specified Person,

     

    


    
      
        
          
          

        

        
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    it
      is not
      necessary that all such matters be certified by, or covered by the opinion
      of,
      only one such Person, or that they be so certified or covered by only one
      document, but one such Person may certify or give an opinion with respect to
      some matters and one or more other such Persons as to other matters, and any
      such Person may certify or give an opinion as to such matters in one or several
      documents.

     

    Any
      certificate or opinion of an Authorized Officer of the Issuing Entity may be
      based, insofar as it relates to legal matters, upon a certificate or opinion
      of,
      or representations by, counsel, unless such officer knows, or in the exercise
      of
      reasonable care should know, that the certificate or opinion or representations
      with respect to the matters upon which such officer’s certificate or opinion is
      based are erroneous.  Any such certificate of an Authorized Officer or
      Opinion of Counsel may be based, insofar as it relates to factual matters,
      upon
      a certificate or opinion of, or representations by, an officer or officers
      of
      the Servicer, Subservicer, the Depositor, the Issuing Entity or the Trust
      Administrator, stating that the information with respect to such factual matters
      is in the possession of the Servicer, the Subservicer, the Depositor, the
      Issuing Entity or the Trust Administrator, unless such counsel knows, or in
      the
      exercise of reasonable care should know, that the certificate or opinion or
      representations with respect to such matters are erroneous.

     

    Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions or other instruments under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.

     

    Whenever
      in this Indenture, in connection with any application or certificate or report
      to the Indenture Trustee, it is provided that the Issuing Entity shall deliver
      any document as a condition of the granting of such application, or as evidence
      of the Issuing Entity’s compliance with any term hereof, it is intended that the
      truth and accuracy, at the time of the granting of such application or at the
      effective date of such certificate or report (as the case may be), of the facts
      and opinions stated in such document shall in such case be conditions precedent
      to the right of the Issuing Entity to have such application granted or to the
      sufficiency of such certificate or report.  The foregoing shall not,
      however, be construed to affect the Indenture Trustee’s right to rely upon the
      truth and accuracy of any statement or opinion contained in any such document
      as
      provided in Article Six.

     

    Section
      11.03.                                Acts
      of Noteholders.

     

    (a)           Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given or taken by Noteholders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Noteholders in person or by agents duly appointed in
      writing; and except as herein otherwise expressly provided such action shall
      become effective when such instrument or instruments are delivered to the
      Indenture Trustee and, where it is hereby expressly required, to the Issuing
      Entity.  Such instrument or instruments (and the action embodied
      therein and evidenced thereby) are herein sometimes referred to as the “Act” of
      the Noteholders signing such instrument or instruments.  Proof of
      execution of any such instrument or of a writing appointing any such agent
      shall
      be sufficient for any purpose of this Indenture and (subject to Section 6.01)
      conclusive in favor of the Indenture Trustee and the Issuing Entity, if made
      in
      the manner provided in this Section.

     

    


    
      
        
          
          

        

        
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    (b)           The
      fact and date of the execution by any person of any such instrument or writing
      may be proved in any manner that the Indenture Trustee deems
      sufficient.

     

    (c)           The
      ownership of Notes shall be proved by the Note Register.

     

    (d)           Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Notes shall bind the Holder of every Note issued
      upon the registration thereof or in exchange therefor or in lieu thereof, in
      respect of anything done, omitted or suffered to be done by the Indenture
      Trustee or the Issuing Entity in reliance thereon, whether or not notation
      of
      such action is made upon such Note.

     

    Section
      11.04.                                Notices,
      etc., to Indenture Trustee, Trust Administrator, Issuing Entity and Rating
      Agencies.  Any request, demand, authorization, direction, notice,
      consent, waiver or Act of Noteholders or other documents provided or permitted
      by this Indenture shall be in writing and if such request, demand,
      authorization, direction, notice, consent, waiver or act of Noteholders is
      to be
      made upon, given or furnished to or filed with:

     

    (i)           the
      Indenture Trustee by any Noteholder or by the Issuing Entity shall be sufficient
      for every purpose hereunder if made, given, furnished or filed in writing to
      or
      with the Indenture Trustee at its Corporate Trust Office, or

     

    (ii)           the
      Trust Administrator by the Indenture Trustee, any Noteholder or by the Issuing
      Entity shall be sufficient for every purpose hereunder if made, given, furnished
      or filed in writing to or with the Trust Administrator at its Corporate Trust
      Office, or

     

    (iii)           the
      Issuing Entity by the Indenture Trustee, the Trust Administrator or any
      Noteholder shall be sufficient for every purpose hereunder if in writing and
      mailed first-class, postage prepaid to the Issuing Entity addressed to the
      address provided in the Transfer and Servicing Agreement, or at any other
      address previously furnished in writing to the Indenture Trustee by the Issuing
      Entity.  The Issuing Entity shall promptly transmit any notice
      received by it from the Noteholders to the Indenture Trustee.

     

    Notices
      required to be given to the Rating Agencies and/or the Swap Counterparty by
      the
      Issuing Entity, the Indenture Trustee, the Trust Administrator or the Owner
      Trustee shall be in writing, personally delivered or mailed by certified mail,
      return receipt requested, to the address provided in the Transfer and Servicing
      Agreement or such other address as shall be designated by written notice to
      the
      other parties.

     

    Section
      11.05.                                Notices
      to Noteholders; Waiver.  Where this Indenture provides for notice
      to Noteholders of any event, such notice shall be sufficiently given (unless
      otherwise herein expressly provided) if in writing and mailed, first-class,
      postage prepaid to each Noteholder affected by such event, at such Holder’s
      address as it appears on the Note Register, not later than the latest date,
      and
      not earlier than the earliest date, prescribed for the giving of such
      notice.  In any case where notice to Noteholders is given by mail,
      neither the failure to mail such notice nor any defect in any notice so mailed
      to any particular Noteholder shall affect the sufficiency of such notice with
      respect to other Noteholders, and any notice that is mailed in the manner herein
      provided shall conclusively be presumed to have been duly given.

     

    


    
      
        
          
          

        

        
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    Where
      this Indenture provides for notice in any manner, such notice may be waived
      in
      writing by any Person entitled to receive such notice, either before or after
      the event, and such waiver shall be the equivalent of such
      notice.  Waivers of notice by Noteholders shall be filed with the
      Indenture Trustee but such filing shall not be a condition precedent to the
      validity of any action taken in reliance upon such a waiver.

     

    In
      case,
      by reason of the suspension of regular mail service as a result of a strike,
      work stoppage or similar activity, it shall be impractical to mail notice of
      any
      event to Noteholders when such notice is required to be given pursuant to any
      provision of this Indenture, then any manner of giving such notice as shall
      be
      satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving
      of such notice.

     

    Where
      this Indenture provides for notice to the Rating Agencies, failure to give
      such
      notice shall not affect any other rights or obligations created hereunder,
      and
      shall not under any circumstance constitute a Default or Event of
      Default.

     

    Section
      11.06.                                Conflict
      with Trust Indenture Act.  If any provision hereof limits,
      qualifies or conflicts with another provision hereof that is required to be
      included in this Indenture by any of the provisions of the Trust Indenture
      Act,
      such required provision shall control.

     

    The
      provisions of TIA Sections 310 through 317 that impose duties on any person
      (including the provisions automatically deemed included herein unless expressly
      excluded by this Indenture) are a part of and govern this Indenture, whether
      or
      not physically contained herein.

     

    Section
      11.07.                                Effect
      of Headings and Table of Contents.  The Article and Section
      headings herein and the Table of Contents are for convenience only and shall
      not
      affect the construction hereof.

     

    Section
      11.08.                                Successors
      and Assigns.  All covenants and agreements in this Indenture and
      the Notes by the Issuing Entity shall bind its successors and assigns, whether
      so expressed or not.  All agreements of the Indenture Trustee in this
      Indenture shall bind its successors, co-trustees and agents.

     

    Section
      11.09.                                Severability.  In
      case any provision in this Indenture or in the Notes shall be invalid, illegal
      or unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby.

     

    Section
      11.10.                                Benefits
      of Indenture and Consents of Noteholders.  Nothing in this
      Indenture or in the Notes, express or implied, shall give to any Person, other
      than the parties hereto and their successors hereunder, the Owner Trustee,
      the
      Swap Counterparty and the Noteholders, any benefit or any legal or equitable
      right, remedy or claim under this Indenture.  Each Noteholder and Note
      Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial
      interest in a Note, consents to and agrees to be bound by the terms and
      conditions of this Indenture.  Notwithstanding anything to the
      contrary herein, the Swap Counterparty is an express third party beneficiary
      of
      this Indenture.

     

    


    
      
        
          
          

        

        
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    Section
      11.11.                                Legal
      Holidays.  In any case where the date on which any payment is due
      shall not be a Business Day, then (notwithstanding any other provision of the
      Notes or this Indenture) payment need not be made on such date, but may be
      made
      on the next succeeding Business Day with the same force and effect as if made
      on
      the date on which nominally due, and no interest shall accrue for the period
      from and after any such nominal date.

     

    Section
      11.12.                                Governing
      Law.  THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
      CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
      LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL
      BE
      DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     

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

     

    Section
      11.14.                                Recording
      of Indenture.  If this Indenture is subject to recording in any
      appropriate public recording offices, such recording is to be effected by the
      Issuing Entity and at its expense accompanied by an Opinion of Counsel (which
      may be counsel to the Indenture Trustee or any other counsel reasonably
      acceptable to the Indenture Trustee) to the effect that such recording is
      necessary either for the protection of the Noteholders or any other Person
      secured hereunder or for the enforcement of any right or remedy granted to
      the
      Indenture Trustee under this Indenture.

     

    Section
      11.15.                                Trust
      Obligations.

     

    (a)           No
      recourse may be taken, directly or indirectly, with respect to the obligations
      of the Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes
      or under this Indenture or any certificate or other writing delivered in
      connection herewith or therewith, against (i) the Indenture Trustee or the
      Owner
      Trustee in their respective individual capacities, (ii) any owner of a
      beneficial interest in the Issuing Entity or (iii) any partner, owner,
      beneficiary, agent, officer, director, employee or agent of the Indenture
      Trustee or the Owner Trustee in its respective individual capacity, any holder
      of a beneficial interest in the Issuing Entity, the Owner Trustee or the
      Indenture Trustee or of any successor or assign of the Indenture Trustee or
      the
      Owner Trustee in its individual capacity, except as any such Person may have
      expressly agreed (it being understood that the Indenture Trustee and the Owner
      Trustee have no such obligations in their respective individual capacities)
      and
      except that any such partner, owner or beneficiary shall be fully liable, to
      the
      extent provided by applicable law, for any unpaid consideration for stock,
      unpaid capital contribution or failure to pay any installment or call owing
      to
      such entity.  For all purposes of this Indenture, in the performance
      of any duties or obligations of the Issuing Entity hereunder, the Owner Trustee
      shall be subject to, and entitled to the benefits of, the terms and provisions
      of Articles Six, Seven and Eight of the Trust Agreement.

     

    (b)           In
      addition, (i) this Indenture is executed and delivered by [______________],
      not
      individually or personally but solely as Owner Trustee, in the exercise of
      the
      powers and

     

    


    
      
        
          
          

        

        
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    authority
      conferred and vested in it, (ii) each of the representations, undertakings
      and
      agreements herein made on the part of the Issuing Entity or the Owner Trustee
      is
      made and intended not as personal representations, undertakings and agreements
      by [______________], but is made and intended for the purpose for binding only
      the Trust, (iii) nothing herein contained shall be construed as creating any
      liability on [___________________], individually or personally, to perform
      any
      covenant either expressed or implied contained herein, all such liability,
      if
      any, being expressly waived by the Indenture Trustee and by.  any
      Person claiming by, through or under the Indenture Trustee, and (iv) under
      no
      circumstances shall [___________________] be personally liable for the payment
      of any indebtedness or expenses of the Issuing Entity or be liable for the
      breach or failure of any obligation, representation, warranty or covenant made
      or undertaken by the Issuing Entity under this Indenture or the Operative
      Agreements.

     

    Section
      11.16.                                No
      Petition.  The Indenture Trustee, by entering into this Indenture,
      and each Noteholder, by accepting a Note, hereby covenant and agree that they
      will not at any time institute against the Depositor or the Issuing Entity,
      or
      join in any institution against the Depositor or the Issuing Entity of, any
      bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
      or other proceedings under any United States federal or state bankruptcy or
      similar law in connection with any obligations relating to the Notes, this
      Indenture or any of the Operative Agreements.

     

    Section
      11.17.                                Inspection.  The
      Issuing Entity agrees that, on reasonable prior notice, it will permit any
      representative of the Indenture Trustee and/or the Swap Counterparty, during
      the
      Issuing Entity’s normal business hours, to examine all the books of account,
      records, reports and other papers of the Issuing Entity, to make copies and
      extracts therefrom, to cause such books to be audited by Independent Public
      Accountants, and to discuss the Issuing Entity’s affairs, finances and accounts
      with the Issuing Entity’s officers, employees and Independent certified public
      accountants, all at such reasonable times and as often as may be reasonably
      requested.  The Indenture Trustee shall, and shall cause its
      representatives to, hold in confidence all such information except to the extent
      disclosure may be required by law (and all reasonable applications for
      confidential treatment are unavailing) and except to the extent that the
      Indenture Trustee may reasonably determine that such disclosure is consistent
      with its obligations hereunder.

     

    


     

    


    
      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Issuing Entity, the Trust Administrator and the Indenture
      Trustee have caused this Indenture to be duly executed by their respective
      officers, thereunto duly authorized and duly attested, all as of the day and
      year first above written.

     

    
      	 	
              SUNTRUST
                [                      ]
                TRUST, SERIES 200[  ]-[__], as Issuing
                Entity

               

            
	 	
              By:     [______________________],
                not in its

            
	 	
              individual
                capacity but solely as Owner Trustee

               

            
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	 	 
	 	 	 
	 	
              [____________________],
                not in its individual capacity but solely as Trust
                Administrator

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	 	 
	 	 	 
	 	
              [____________________],
                not in its individual capacity but solely as Indenture
                Trustee

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 


    

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      A

    FORMS
      OF
      NOTES

     

    UNLESS
      THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
      COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
      IN THE NAME OF CEDE & CO.  OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO.  OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     

    THIS
      NOTE
      DOES NOT EVIDENCE AN OBLIGATION OF OR AN INTEREST IN, AND IS NOT GUARANTEED
      BY,
      THE ISSUING ENTITY, THE DEPOSITOR, THE MASTER SERVICER, THE INDENTURE TRUSTEE,
      THE OWNER TRUSTEE, THE TRUST ADMINISTRATOR, OR ANY AFFILIATE OF ANY OF THEM
      AND
      IS NOT INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR PRIVATE
      INSURER.

     

    THE
      PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH
      HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT
      ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

     

    [FOR
      SUBORDINATE NOTES:  THIS NOTE IS SUBORDINATE IN RIGHT OF
      PAYMENT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN.]

     

    EACH
      PURCHASER OF THIS NOTE WILL BE DEEMED TO HAVE MADE THE REPRESENTATIONS AND
      AGREEMENTS SET FORTH IN SECTION 2.03 OF THE INDENTURE.  ANY TRANSFER
      IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT, WILL BE VOID
      AB INITIO, AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE
      TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE ISSUING
      ENTITY, THE INDENTURE TRUSTEE OR ANY INTERMEDIARY.

     

    THIS
      NOTE
      MAY NOT BE ACQUIRED BY A TRANSFEREE FOR, OR ON BEHALF OF AN EMPLOYEE BENEFIT
      PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE
      INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) OR TO ANY SUBSTANTIALLY
      SIMILAR LAW (“SIMILAR LAW”) OR ANY ENTITY DEEMED TO HOLD THE PLAN ASSETS OF THE
      FOREGOING (“BENEFIT PLAN”), UNLESS THE TRANSFEREE REPRESENTS AND WARRANTS THAT
      THE ACQUISITION AND HOLDING OF THIS NOTE:  (X) WILL NOT RESULT IN A
      NON-EXEMPT PROHIBITED
      TRANSACTION  UNDER  SECTION  406  OF  ERISA  OR  SECTION  4975  OF
      THE CODE

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    WHICH
      IS
      NOT COVERED BY PROHIBITED TRANSACTION CLASS EXEMPTION (“PTCE”) 84-14, PTCE 90-1,
      PTCE 91-38, PTCE 95- 60, PTCE 96-23 OR SOME OTHER APPLICABLE EXEMPTION AND
      (Y)
      WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF ANY SIMILAR LAW.  EACH
      INVESTOR IN THIS NOTE WILL BE DEEMED TO MAKE THE FOREGOING REPRESENTATIONS
      AND
      WILL FURTHER BE DEEMED TO REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT
      SELL,
      PLEDGE OR OTHERWISE TRANSFER THIS NOTE IN VIOLATION OF THE
      FOREGOING.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

    

    


    SUNTRUST
      [                           ]
      TRUST, SERIES 2007-[__]

     

    CLASS
      NOTES

     

    
      	
              [Aggregate
                Class Principal Amount of

              the
                Class  Notes:  $]

               

            	 	
              [Class
                Principal Amount

              of
                this Note:  $]

            
	
              Interest
                Rate:

               

              Number:

               

            	 	
              Initial
                Cut-off Date:  [____________], 2007

               

              CUSIP
                No.:

            


    

    


    


    
      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

    

    


    SUNTRUST
      [_________________] TRUST, SERIES 200[  ]-[__], a statutory trust
      organized and existing under the laws of the State of Delaware (herein referred
      to as the “Issuing Entity”), for value received, hereby promises to pay to CEDE
& CO., or registered assigns, the principal sum of________________________
      ($__________) payable on each Payment Date in an amount equal to the result
      obtained by multiplying (A) the Percentage Interest evidenced by this Note
      (obtained by dividing the initial Class Principal Amount of this Note by the
      initial Class Principal Amount of all Class Notes, both as specified above)
      and
      (B) the amount payable on such Payment Date in respect of principal of the
      Class
      Notes pursuant to the Indenture dated as of [____________], 2007 (as amended
      and
      supplemented from time to time, the “Indenture”), between the Issuing Entity,
      [____________________], as Trust Administrator (the “Trust Administrator”) and
      [_____________], a [__________________], as Indenture Trustee (the “Indenture
      Trustee”); provided, however, that the entire unpaid principal amount
      of this Note shall be due and payable on the Payment Date occurring in
      [__________________] (the “Maturity Date”) or as otherwise specified in the
      Indenture.  Capitalized terms used but not defined herein have the
      meanings assigned to such terms in the Indenture or the Transfer and Servicing
      Agreement dated as of [____________], 2007 (as amended and supplemented from
      time to time, the “Transfer and Servicing Agreement”), by and among the Issuing
      Entity, SunTrust Mortgage Securitization, LLC, as depositor (the “Depositor”),
      [______________], as trust administrator (in such capacity, the “Trust
      Administrator”) and master servicer (in such capacity, the “Master Servicer”),
      STB Real Estate (Georgia), Inc., as seller, SunTrust Mortgage, Inc., as
      servicer, and the Indenture Trustee, which agreements also contain rules as
      to
      construction that shall be applicable herein.

     

    The
      Issuing Entity will pay interest on this Note at a per annum rate equal to
      the
      applicable Interest Rate, on the principal amount of this Note outstanding
      on
      the immediately preceding Payment Date (after giving effect to all payments
      of
      principal made on such preceding Payment Date) on each Payment Date until the
      principal of this Note is paid or made available for payment in
      full.

     

    Payments
      on this Note will be made on the 25th day of each month or, if such a day is
      not
      a Business Day, then on the next succeeding Business Day, commencing in
      [__________], 2007 (each, a “Payment Date”), to the Person in whose name this
      Note is registered [For LIBOR Notes:  at the close of
      business on the Business Day immediately preceding such Payment Date] (the
      “Record Date”), in an amount equal to the product of the Percentage Interest
      evidenced by this Note and the amount, if any, required to be distributed to
      all
      the Notes of the Class represented by this Note.  All sums
      distributable on this Note are payable in the coin or currency of the United
      States of America which at the time of payment is legal tender for the payment
      of public and private debts.  Such principal of and interest on this
      Note shall be paid in the manner specified on the reverse hereof.

     

    All
      payments made by the Issuing Entity with respect to this Note shall be applied
      first to interest due and payable on this Note as provided above and then to
      the
      unpaid principal of this Note.

     

    Reference
      is made to the further provisions of this Note set forth on the reverse hereof,
      which shall have the same effect as though fully set forth on the face of this
      Note.

     

    


    
      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      

    

    


    Unless
      the certificate of authentication hereon has been executed by the Trust
      Administrator whose name appears below by manual signature, this Note shall
      not
      be entitled to any benefit under the Indenture referred to on the reverse
      hereof, or be valid or obligatory for any purpose.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the Issuing Entity has caused this instrument to be signed,
      manually or in facsimile, by its Authorized Officer, as of the date set forth
      below.

     

     

     

    
      	 	
              SUNTRUST
                [                          ]
                TRUST, SERIES 200[  ]-[__]

               

            
	 	
              By:

            	
              [_______________],
                not in its individual

            
	 	
              capacity
                but solely as Owner Trustee under the Trust Agreement

               

            
	 	 
	 	
              By:______________________________________________________ 

            
	 	     
              Authorized Signatory	
               

            
	 	 	 
	 	 	 
	 	
              Dated:                 ___________________,
                2007

            


    

     

    


     

    TRUST
      ADMINISTRATOR’S CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Notes designated above and referred to in the within-mentioned
      Indenture.

     

    
      	 	
              ,
                not in its individual capacity but solely as Trust
                Administrator

            	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Authorized
                Signatory

            
	 	 	 
	 	 	 
	 	
              Dated:                      ____________________,
                2007

            	 


    

    


    


    


    
      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

      

    

    


    SUNTRUST
      [                        ]
      TRUST, SERIES 200[  ]-[__]

     

    This
      Note
      is one of a duly authorized issue of Notes of the Issuing Entity, all issued
      under the Indenture, to which Indenture and all indentures supplemental thereto
      reference is hereby made for, a statement of the respective rights and
      obligations thereunder of the Issuing Entity, the Indenture Trustee and the
      Holders of the Notes.  To the extent that any provision of this Note
      contradicts or is inconsistent with the provisions of the Indenture, the
      provisions of the Indenture shall control and supersede such contradictory
      or
      inconsistent provision herein.  This Note is subject to all terms of
      the Indenture.

     

    The
      Class
      1-A, Class 2-A1, Class 2-A2 and Class 2-A3 Notes (the “Senior Notes”) are, and
      will be, equally and ratably secured by the collateral pledged as security
      therefor as provided in the Indenture.  The rights of the Holders of
      the Class M1, Class M2, Class M3, Class M4, Class M5, Class M6 and Class M7Notes
      (the “Subordinate Notes”) to receive payments or distribution of interest and
      principal are, and will be, subordinate to the rights of the Holders of the
      Senior Notes to receive payments of interest and principal, respectively, as
      provided in the Indenture.

     

    Payments
      to each Noteholder shall be made (i) by check mailed to the Person whose name
      appears as the Registered Holder of this Note (or one or more Predecessor Notes)
      on the books of the Note Registrar and Paying Agent as of the close of business
      on each Record Date or (ii) upon written request made to the Note Registrar
      and
      Paying Agent at least five Business Days prior to the related Record Date by
      the
      Holder of a Note having an initial Note Principal Amount of not less than
      $2,500,000, by wire transfer in immediately available funds to an account
      specified in writing by such Noteholder.  The final payment in
      retirement of this Note shall be made only upon surrender of this Note to the
      Note Registrar and Paying Agent at the office thereof specified in the notice
      to
      Noteholders of such final payment mailed prior to the Payment Date on which
      the
      final payment is expected to be made to the Holder thereof.

     

    As
      provided in the Indenture and subject to certain limitations set forth therein,
      the transfer of this Note may be registered by the Note Registrar upon surrender
      of this Note for registration of transfer at the office or agency designated
      by
      the Issuing Entity pursuant to the Indenture, duly endorsed by, or accompanied
      by a written instrument of transfer in form satisfactory to the Note Registrar
      duly executed by, the Holder hereof or such Holder’s attorney duly authorized in
      writing, with such signature guaranteed by an “eligible guarantor institution”
meeting the requirements of the Note Registrar, which requirements include
      membership or participation in the Securities Transfer Agent’s Medallion Program
      (“STAMP”) or such other “signature guarantee program” as may be determined by
      the Note Registrar in addition to, or in substitution for, STAMP, all in
      accordance with the Securities Exchange Act of 1934, as amended, and thereupon
      one or more new Notes of authorized denominations and in the same aggregate
      principal amount will be issued to the designated transferee or
      transferees.  No service charge will be charged for any registration
      of transfer or exchange of this Note, but the transferor may be required to
      pay
      a sum sufficient to cover any tax or other governmental charge that may be
      imposed in connection with any such registration of transfer or
      exchange.

     

    The
      Class
      1-A, Class 2-Al, Class 2-A2 and Class 2-A3 Notes will be issued in minimum
      denominations of $100,000 in original principal amount and in integral multiples
      of $1 in excess

     

    


    
      
        
          
          

        

        
          A-7

          
            

          

        

        
          
          

        

      

    

    


    thereof.  The
      Class Ml, Class M2, Class M3, Class M4, Class M5, Class M6 and Class M7 Notes
      will be issued in minimum denominations of $100,000 in original principal amount
      and integral multiples of $1,000 in excess thereof.

     

    The
      Notes
      are subject to optional redemption in accordance with the Indenture and the
      Transfer and Servicing Agreement.

     

    Each
      Noteholder and Note Owner, by acceptance of a Note or, in the case of a Note
      Owner, a beneficial interest in a Note, covenants and agrees that no recourse
      may be taken, directly or indirectly, with respect to the obligations of the
      Issuing Entity, the Owner Trustee or the Indenture Trustee on the Notes or
      under
      the Indenture or any certificate or other writing delivered in connection
      therewith, against (i) the Indenture Trustee, or the Owner Trustee in their
      respective individual capacities, (ii) any owner of a beneficial interest in
      the
      Issuing Entity or (iii) any partner, owner, beneficiary, agent, officer,
      director or employee of the Indenture Trustee or the Owner Trustee in its
      individual capacity, any holder of a beneficial interest in the Issuing Entity,
      the Owner Trustee or the Indenture Trustee or of any successor or assign of
      the
      Indenture Trustee or the Owner Trustee in its individual capacity, except as
      any
      such Person may have expressly agreed and except that any such partner, owner
      or
      beneficiary shall be fully liable, to the extent provided by applicable law,
      for
      any unpaid consideration for stock, unpaid capital contribution or failure
      to
      pay any installment or call owing to such entity.

     

    Each
      Noteholder and Note Owner, by acceptance of a Note or, in the case of a Note
      Owner, a beneficial interest in a Note, covenants and agrees by accepting the
      benefits of the Indenture that such Noteholder or Note Owner will not at any
      time institute against the Depositor or the Issuing Entity, or join in any
      institution against the Depositor or the Issuing Entity of, any bankruptcy,
      reorganization, arrangement, insolvency or liquidation proceedings under any
      United States federal or state bankruptcy or similar law in connection with
      any
      obligations relating to the Notes, the Indenture or the other Operative
      Agreements.

     

    Each
      Noteholder and Note Owner, by acceptance of a Note or, in the case of a Note
      Owner, a beneficial interest in a Note, consents to and agrees to be bound
      by
      the terms and conditions of the Indenture.

     

    The
      Issuing Entity has entered into the Indenture and this Note is issued with
      the
      intention that, for federal, state and local income, single business and
      franchise tax purposes, the Notes will qualify as indebtedness of the Issuing
      Entity secured by the Collateral.  Each Noteholder, by acceptance of a
      Note (and each Note Owner by acceptance of a beneficial interest in a Note),
      agrees to treat the Notes for all federal, state and local income tax purposes
      as indebtedness (except that any Note held by a person that, for federal income
      tax purposes, owns or is treated as owning a 100% Percentage Interest of the
      Ownership Certificate shall not be treated as outstanding
      indebtedness).

     

    Prior
      to
      the due presentment for registration of transfer of this Note, the Issuing
      Entity, the Indenture Trustee, the Note Registrar, the Paying Agent and any
      agent of the Issuing Entity or the Indenture Trustee may treat the Person in
      whose name this Note (as of the day of determination or as of such other date
      as
      may be specified in the Indenture) is registered as the owner hereof for all
      purposes, whether or not this Note be overdue, and none of the
      Issuing

     

    


    
      
        
          
          

        

        
          A-8

          
            

          

        

        
          
          

        

      

    

    


    Entity,
      the Indenture Trustee, the Note Registrar, the Paying Agent or any such agent
      shall be affected by notice to the contrary.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof by supplemental indenture and the modification of the rights and
      obligations of the Issuing Entity and the rights of the Holders of the Notes
      under the Indenture at any time by the Depositor, the Issuing Entity and the
      Indenture Trustee with the consent of the Holders of not less than 66-2/3%
      of
      the Outstanding Balance of the Notes for the purpose of adding any provisions
      to
      or changing in any manner or eliminating any of the provisions of the Indenture
      or of modifying in any manner the rights of the Noteholders.  Any such
      consent or waiver by the Holder of this Note (or any one or more Predecessor
      Notes) shall be conclusive and binding upon such Holder and upon all future
      Holders of this Note and of any Note issued upon the registration of transfer
      hereof or in exchange hereof or in lieu hereof whether or not notation of such
      consent or waiver is made upon this Note.  The Indenture also permits
      the amendment thereof, in certain limited circumstances, or the waiver of
      certain terms and conditions set forth in the Indenture, without the consent
      of
      Holders of the Notes issued thereunder.

     

    The
      term
“Issuing Entity” as used in this Note includes any successor to the Issuing
      Entity under the Indenture.

     

    The
      Notes
      are issuable only in registered form in denominations as provided in the
      Indenture, subject to certain limitations therein set forth.

     

    THIS
      NOTE
      AND THE INDENTURE 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.

     

    No
      reference herein to the Indenture and no provision of this Note or of the
      Indenture shall alter or impair the obligation of the Issuing Entity, which
      is
      absolute and unconditional, to pay the principal of and interest on this Note
      at
      the times, place and rate, and in the coin or currency herein
      prescribed.

     

    Anything
      herein to the contrary notwithstanding, except as expressly provided in the
      Operative Agreements, none of the Issuing Entity in its individual capacity,
      the
      Owner Trustee in its individual capacity, the Indenture Trustee in its
      individual capacity, any owner of a beneficial interest in the Issuing Entity,
      or any of their respective partners, beneficiaries, agents, officers, directors,
      employees or successors or assigns shall be personally liable for, nor shall
      recourse be had to any of them for, the payment of principal of or interest
      on
      this Note or performance of, or omission to perform, any of the covenants,
      obligations or indemnifications contained in the Indenture.  The
      Holder of this Note by its acceptance hereof agrees that, except as expressly
      provided in the Operative Agreements, in the case of an Event of Default under
      the Indenture, the Holder shall have no claim against any of the foregoing
      for
      any deficiency, loss or claim therefrom; provided, however, that
      nothing contained herein shall be taken to prevent recourse

     

    


    
      
        
          
          

        

        
          A-9

          
            

          

        

        
          
          

        

      

    

    


    to,
      and
      enforcement against, the assets of the Issuing Entity for any and all
      liabilities, obligations and undertakings contained in the Indenture or in
      this
      Note.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          A-10

          
            

          

        

        
          
          

        

      

    

    


    ASSIGNMENT

     

    


    Social
      Security or taxpayer I.D.  or other identifying number of
      assignee:_____________

     

    FOR
      VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
      unto:

     

    
      	 


    

     (name
      and address of assignee)

     

    the
      within Note and all rights thereunder, and hereby irrevocably constitutes and
      appoints _________________________, attorney, to transfer said Note on the
      books
      kept for registration thereof, with full power of substitution in the
      premises.

    


    Dated:_________________________
      */

    


    Signature
      Guaranteed:

    ______________________________
      */

    


    */
      NOTICE:  The signature to this assignment must correspond with the
      name of the registered owner as it appears on the face of the within Note in
      every particular, without alteration, enlargement or any change
      whatever.  Such signature must be guaranteed by an “eligible guarantor
      institution” meeting the requirements of the Note Registrar, which requirements
      include membership or participation in STAMP or such other “signature guarantee
      program” as may be determined by the Note Registrar in addition to, or in
      substitution for, STAMP, all in accordance with the Securities Exchange Act
      of
      1934, as amended

    


    
      
        
          
          

        

        
          A-11

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      B

     

    [RESERVED]

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    EXHIBIT
      C

     

    FORM
      OF
      ERISA TRANSFER AFFIDAVIT

     

    
      	 	 
	 	
              date

            


    

    


    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )
                ss.:

            	 
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


    
      	
              Re:

            	
              SunTrust
                [                    ]
                Trust, Series 200[  ]-[__] Mortgage-Backed Notes, Series
                200[    ]-[__]

            


    

    


    1.           The
      undersigned is the ________________________ of (the “Investor”), a [corporation
      duly organized] and existing under the laws of _____________________, on behalf
      of which he makes this affidavit.

     

    2.           The
      Investor either (i) is not, and on ____________ [date of transfer] will not
      be,
      acquiring the Notes for, or on behalf of, an employee benefit plan or other
      retirement arrangement that is subject to Section 406 of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the
      Internal Revenue Code of 1986, as amended (or to any substantially similar
      law
      (“Similar Law”)) or any entity deemed to hold the plan assets of the foregoing
      (a “Benefit Plan”) or (ii) our acquisition and holding of the Notes for, or on
      behalf of, a Benefit Plan will not result in a non-exempt prohibited transaction
      under Section 406 of ERISA or Section 4975 of the Code which is not covered
      under Prohibited Transaction Class Exemption (“PTCE”) 84-14, PTCE 90-1, PTCE
      91-38, PTCE 95-60, PTCE 96-23 or some other applicable exemption, and will
      not
      result in a non-exempt violation of any Similar Law.

     

    3.           The
      Investor hereby acknowledges that under the terms of the Indenture among
      SunTrust
      [                         ]
      Trust, Series 200[  ]-[__], as Issuing Entity, [______________], as
      Trust Administrator, and [_______________], as Indenture Trustee, dated as
      of
      [____________], 2007, no transfer of any Note shall be permitted to be made
      to
      any person unless the Indenture Trustee has received a certificate from such
      transferee in the form hereof.

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


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

     

    


    
      	 	 
	 	
              [Investor]

            
	 	 
	 	 
	 	
              By:

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    


    


    ATTEST:

     

    
      	 	 


    

    


     

    
      	
              STATE
                OF

            	
              )

            	 
	 	
              )
                ss.:

            	 
	
              COUNTY
                OF

            	
              )

            	 


    

    


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

     

    Subscribed
      and sworn before me this _____ day of___________ 20_.

     

    


    
      	 	 
	 	
              NOTARY
                PUBLIC

            
	 	 
	 	
              My
                commission expires the

            
	 	
              ____day
                of ___________,20___.

            


    

    


     

     

    
 

    


    
      
        
          
          

        

        
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