ex43.htm


    Exhibit
      4.3

    


    TRUST
      AGREEMENT

     

    THIS
      TRUST AGREEMENT, dated as of [____________], 2007, is made by and among SunTrust
      Mortgage Securitization, LLC, a Delaware limited liability company, as depositor
      (the “Depositor”), [___________________], a [_____________________], as owner
      trustee (the “Owner Trustee”) and is acknowledged and agreed as described herein
      by SunTrust Mortgage, Inc., a Virginia corporation (“SunTrust”).  The
      Depositor and the Owner Trustee hereby agree as follows:

     

    1.           The
      trust created hereby shall be known as SunTrust
      [              ]
      Trust, Series 200[ ]-[_] (the “Trust”), in which name the Owner Trustee may
      conduct the business of the Trust, make and execute contracts, and sue and
      be
      sued.

     

    2.           The
      Depositor hereby assigns, transfers, conveys and sets over to the Owner Trustee
      the sum of $1.  The Owner Trustee hereby acknowledges receipt of such
      amount in trust from the Depositor, which amount shall constitute the initial
      trust estate.  The Owner Trustee hereby declares that it will hold the
      trust estate in trust for the Depositor.  It is the intention of the
      parties hereto that the Trust created hereby constitute a statutory trust under
      Chapter 38 of Title 12 of the Delaware Code, 12 Del. C.§ 3801 et
seq.  (the “Statutory Trust Statute”) and that this
      document constitute the governing instrument of the Trust.  The Owner
      Trustee is hereby authorized and directed to execute and file a certificate
      of
      trust with the Delaware Secretary of State in the form attached hereto as
Exhibit A.

     

    3.           (a)           Except
      as otherwise expressly required in Section 2 of this Trust Agreement, the Owner
      Trustee shall not have any duty or liability with respect to the administration
      of the Trust, the investment of the Trust’s property or the payment of dividends
      or other distributions of income or principal to the Trust’s beneficiaries, and
      no implied obligations shall be inferred from this Trust Agreement on the part
      of the Owner Trustee.  The Owner Trustee is authorized and directed to
      enter into such other documents and take such other action as the Depositor
      specifically directs in written instructions delivered to the Owner Trustee,
      provided, however, the Owner Trustee shall not be required to take any action
      if
      the Owner Trustee shall determine or shall be advised by counsel that such
      action is likely to result in personal liability or is contrary to applicable
      law or any agreement to which the Owner Trustee is a party.  The Owner
      Trustee shall not be liable for the acts or omissions of the Depositor or any
      other person who acts on behalf of the Trust nor shall the Owner Trustee be
      liable for any act or omission by the Owner Trustee in good faith in accordance
      with the directions of the Depositor.

     

    (b)           The
      Owner Trustee accepts the trusts hereby created and agrees to perform its duties
      hereunder with respect to the same but only upon the terms of this Trust
      Agreement.  The Owner Trustee shall not be personally liable under any
      circumstances, except for its own willful misconduct or gross
      negligence.  In particular, but not by way of limitation:

     

    A.           The
      Owner Trustee shall not be personally liable for any error of judgment made
      in
      good faith by any officer or employee of the Owner Trustee;

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    B.           No
      provision of this Trust Agreement shall require the Owner Trustee to expend
      or
      risk its personal funds or otherwise incur any financial liability in the
      performance of its rights or duties hereunder, if the Owner Trustee shall have
      reasonable grounds for believing that repayment of such funds or adequate
      indemnity against such risk or liability is not reasonably assured or provided
      to it;

     

    C.           Under
      no circumstance shall the Owner Trustee be personally liable for any
      representation, warranty, covenant or indebtedness of the Trust;

     

    D.           The
      Owner Trustee shall not be personally responsible for or in respect of the
      genuineness, form or value of the Trust property, the validity or sufficiency
      of
      this Trust Agreement or for the due execution hereof by the
      Depositor;

     

    E.           In
      the event the Owner Trustee is unsure as to the course of action to be taken
      by
      it hereunder, the Owner Trustee may request instructions from the Depositor
      and
      to the extent the Owner Trustee follows such instructions in good faith the
      Owner Trustee shall not be liable to any person.  In the event that no
      instructions are provided within the time requested by the Owner Trustee, the
      Owner Trustee shall have no duty or liability for its failure to take any action
      or for any action it takes in good faith;

     

    F.           All
      funds deposited with the Owner Trustee hereunder may be held in a non-interest
      bearing trust account and the Owner Trustee shall not be liable for any interest
      thereon or for any loss as a result of the investment thereof at the direction
      of the Depositor;

     

    G.           To
      the extent that, at law or in equity, the Owner Trustee has duties and
      liabilities relating thereto to the Depositor or the Trust, the Depositor agrees
      that such duties and liabilities are replaced by the terms of this Trust
      Agreement.

     

    H.           The
      Owner Trustee shall incur no liability to anyone in acting in good faith upon
      any document believed by the Owner Trustee to be genuine and believed by the
      Owner Trustee to be signed by the proper party or parties.  The Owner
      Trustee may accept a certified copy of a resolution of the board of directors
      or
      other governing body of any entity as conclusive evidence that such resolution
      has been duly adopted by such body and that the same is in full force and
      effect.  As to any fact or matter the manner of ascertainment of which
      is not specifically prescribed herein, the Owner Trustee may for all purposes
      hereof rely on a certificate, signed by the Depositor, as to such fact or
      matter, and such certificate shall constitute full protection to the Owner
      Trustee for any action taken or omitted to be taken by it in good faith in
      reliance thereon.

     

    I.           In
      the exercise or administration of the trusts hereunder, the Owner Trustee (i)
      may act directly or, at the expense of the Trust, through agents or attorneys,
      and the Owner Trustee shall not be liable for the default or misconduct of
      such
      attorneys or agents if such agents and attorneys shall have been selected by
      the
      Owner Trustee in good faith, and (ii) may, at the expense of the Trust, consult
      with counsel, accountants and other experts, and it shall not be liable for
      anything done, suffered or omitted in good faith by it in accordance with the
      advice or opinion of any such counsel, accountants or other
      experts.

     


    
      
        
        

      

      
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    J.           Except
      as expressly provided in this Section 3, in accepting and performing the trusts
      hereby created, the Owner Trustee acts solely as Owner Trustee hereunder and
      not
      in its individual capacity, and all persons having any claim against the Owner
      Trustee by reason of the transactions contemplated by this Trust Agreement
      shall
      look only to the Trust’s property for payment or satisfaction
      thereof.

     

    4.           For
      good and valuable consideration, receipt of which is hereby acknowledged,
      SunTrust hereby agrees to (i) compensate the Owner Trustee for its services
      hereunder in an amount separately agreed to by SunTrust and the Owner Trustee,
      (ii) reimburse the Owner Trustee for all reasonable expenses not otherwise
      reimbursed by the Trust (including reasonable fees and expenses of counsel
      and
      other experts) and (iii) indemnify, defend and hold harmless the Owner Trustee
      and any of the officers, directors, employees and agents of the Owner Trustee
      (each an “Indemnified Person”) from and against any and all losses, damages,
      liabilities, claims, actions, suits, costs, expenses, disbursements (including
      reasonable fees and expenses of its counsel), taxes and penalties of any kind
      and nature whatsoever (collectively, “Expenses”), to the extent that such
      Expenses arise out of or are imposed upon or asserted at any time against such
      Indemnified Person with respect to the performance of this Trust Agreement,
      the
      creation, operation or termination of the Trust or the transactions contemplated
      hereby; provided, however, that SunTrust shall not be required to
      indemnify any Indemnified Person for any Expenses which are a result of the
      willful misconduct or gross negligence of such Indemnified Person.  In
      the event of any claim, action or proceeding for which indemnity will be sought
      pursuant to this Section, the Indemnified Party’s choice of legal counsel shall
      be subject to the approval of SunTrust, which approval shall not be unreasonably
      withheld.  The obligations of SunTrust under this Section 4 shall
      survive the termination of this Trust Agreement.

     

    5.           The
      Owner Trustee may resign upon thirty days prior notice to the
      Depositor.  If no successor has been appointed within such thirty day
      period, the Owner Trustee may, at the expense of the Trust, petition a court
      of
      competent jurisdiction to appoint a successor trustee.

     

    6.           Upon
      written instructions from the Depositor, the Owner Trustee shall dissolve and
      terminate the Trust and file in accordance with 12 Del.C. § 3810 a
      Certificate of Cancellation with the Delaware Secretary of Sate.

     

    7.           This
      Trust Agreement constitutes the entire agreement between the parties hereto
      with
      respect to the subject matter hereof, and supersedes all prior agreements and
      understandings between the parties.

     

    8.           This
      Trust Agreement shall be governed by and construed in accordance with the laws
      of the State of Delaware, without reference to its conflict of law provisions,
      and the obligations, rights and remedies of the parties hereunder shall be
      determined in accordance with such laws.

     

    9.           This
      Trust Agreement may be executed in one or more counterparts, each of which
      when
      so executed shall be an original and all of which when taken together shall
      constitute but one and the same instrument.

     


    
      
        
        

      

      
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    10.           This
      Trust Agreement may be amended and restated by the parties hereto as necessary
      to provide for the operation of the Trust; provided, however, that the Owner
      Trustee shall not be required to enter into any amendment hereto which adversely
      affects the rights, duties or immunities of the Owner Trustee.

     

    [signature
      page follows]

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be
      duly
      executed by its respective officers hereunto duly authorized, as of the day
      and
      year first above written.



    
      	 	
              SUNTRUST
                MORTGAGE SECURITIZATION, LLC,

               
                as Depositor

            	 
	 	 	 
	 	 	 
	 	
              By:

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	 	 	 
	 	
              [____________________________________],

               
                as Owner Trustee

            	 
	 	 	 
	 	 	 
	 	
              By:

            	 	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	 	 	 
	 	 	 
	
               
                Acknowledged and Agreed, solely

            	 	 
	
               
                for purposes of Section 4:

            	 	 
	 	 	 
	
               
                SUNTRUST MORTGAGE, INC.

            	 	 
	 	 	 
	 	 	 
	
              By:

            	 	 
	
               
                Name:

            	 
	
              Title:

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        
        

      

      
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