ex41.htm


    
      
        Exhibit
          4.1


         
          
            

          

        

      

      


      


      


      


      


      


      


      


      SUNTRUST
        MORTGAGE SECURITIZATION, LLC,

      


      as
        Depositor,

      


      SUNTRUST
        MORTGAGE, INC.,

      


      as
        Sponsor, Originator and Servicer,

      


      [                                               ],

      


      as
        Master
        Servicer and Trust Administrator,

      


      [                                                ],

      as
        Trustee

       

      and

       

      SUNTRUST
        BANK,

       

      as
        Custodian

       

      __________________________________________

       

       

      POOLING
        AND SERVICING AGREEMENT

       

       

      Dated
        as
        of
        [                       ]
        1, 200[ ]

       

      ___________________________________________

       

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

      MORTGAGE-BACKED
        PASS-THROUGH CERTIFICATES,

      SERIES
        200[ ]-[ ]

       

      


       

      
        
          

        



       

      


      
        


         

        


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF
        CONTENTS

      


      
        	
                ARTICLE
                  I
                  DEFINITIONS

              	
                5

              
	 	 	 
	
                Section
                  1.01.

              	
                Definitions.

              	
                5

              
	 	 	 
	
                ARTICLE
                  II CONVEYANCE OF
                  MORTGAGE LOANS; REPRESENTATIONSAND

              	 
	
                WARRANTIES

              	
                49

              
	 	 	 
	
                Section
                  2.01.

              	
                Mortgage
                  Loans.

              	
                49

              
	
                Section
                  2.02.

              	
                Acceptance
                  by the Trustee of the Mortgage Loans.

              	
                53

              
	
                Section
                  2.03.

              	
                Representations,
                  Warranties and Covenants of the Originator and the
                  Servicer.

              	
                54

              
	
                Section
                  2.04.

              	
                Delivery
                  of Opinion of Counsel in Connection with Substitution; Non-Qualified
                  Mortgages.

              	
                57

              
	
                Section
                  2.05.

              	
                Execution
                  and Delivery of Certificates.

              	
                58

              
	
                Section
                  2.06.

              	
                Representations
                  and Warranties of the Depositor.

              	
                58

              
	
                Section
                  2.07.

              	
                Representations,
                  Warranties and Covenants of the Servicer, the Originator and the
                  Master
                  Servicer.

              	
                60

              
	
                Section
                  2.08.

              	
                Representations
                  and Warranties of the Custodian.

              	
                64

              
	
                Section
                  2.09.

              	
                Purpose
                  of Trust.

              	
                66

              
	
                Section
                  2.10.

              	
                Subsequent
                  Transfers.

              	
                67

              
	
                 

                ARTICLE
                  III ADMINISTRATION AND
                  SERVICING OF MORTGAGE LOANS

                 

              	
                 

                69

              
	
                Section
                  3.01.

              	
                Servicer
                  to Service Mortgage Loans.

              	
                69

              
	
                Section
                  3.02.

              	
                Subservicing
                  Agreements between the Servicer and Subservicers.

              	
                71

              
	
                Section
                  3.03.

              	
                Successor
                  Subservicers.

              	
                72

              
	
                Section
                  3.04.

              	
                Liability
                  of the Servicer.

              	
                73

              
	
                Section
                  3.05.

              	
                No
                  Contractual Relationship between Subservicers and the Trustee,
                  Master
                  Servicer, Trust Administrator or Certificateholder.

              	
                73

              
	
                Section
                  3.06.

              	
                Assumption
                  or Termination of Subservicing Agreements by Master Servicer, Trustee
                  or
                  Trust Administrator.

              	
                73

              
	
                Section
                  3.07.

              	
                Collection
                  of Certain Mortgage Loan Payments.

              	
                74

              
	
                Section
                  3.08.

              	
                Subservicing
                  Accounts.

              	
                75

              
	
                Section
                  3.09.

              	
                Collection
                  of Taxes, Assessments and Similar Items; Escrow Accounts.

              	
                75

              
	
                Section
                  3.10.

              	
                Collection
                  Account.

              	
                76

              
	
                Section
                  3.11.

              	
                Withdrawals
                  from the Collection Account and the Certificate Account.

              	
                77

              
	
                Section
                  3.12.

              	
                Investment
                  of Funds in the Collection Account, the Pre-Funding Account and
                  the
                  Certificate Account.

              	
                79

              
	
                Section
                  3.13.

              	
                Maintenance
                  of Hazard Insurance, Errors and Omissions and Fidelity
                  Coverage.

              	
                80

              
	
                Section
                  3.14.

              	
                Enforcement
                  of Due-on-Sale Clauses; Assumption Agreements.

              	
                82

              
	
                Section
                  3.15.

              	
                Realization
                  upon Defaulted Mortgage Loans.

              	
                83

              
	
                Section
                  3.16.

              	
                Release
                  of Mortgage Files.

              	
                85

              


      


      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      


      


      
        	
                Section
                  3.17.

              	
                Title,
                  Conservation and Disposition of REO Property.

              	
                86

              
	
                Section
                  3.18.

              	
                Notification
                  of Adjustments.

              	
                88

              
	
                Section
                  3.19.

              	
                Access
                  to Certain Documentation and Information Regarding the Mortgage
                  Loans.

              	
                88

              
	
                Section
                  3.20.

              	
                Documents,
                  Records and Funds in Possession of the Servicer to Be Held for
                  the
                  Trustee.

              	
                88

              
	
                Section
                  3.21.

              	
                Servicing
                  Compensation.

              	
                89

              
	
                Section
                  3.22.

              	
                Annual
                  Statement as to Compliance.

              	
                89

              
	
                Section
                  3.23.

              	
                Report
                  on Assessment of Compliance and Attestation.

              	
                90

              
	
                Section
                  3.24.

              	
                Master
                  Servicer to Act as Servicer.

              	
                92

              
	
                Section
                  3.25.

              	
                Compensating
                  Interest.

              	
                92

              
	
                Section
                  3.26.

              	
                Credit
                  Reporting; Gramm-Leach-Bliley Act.

              	
                92

              
	
                Section
                  3.27.

              	
                Certificate
                  Account.

              	
                93

              
	
                Section
                  3.28.

              	
                Pre-Funding
                  Account.

              	
                93

              
	
                Section
                  3.29.

              	
                [Reserved.]

              	
                94

              
	
                Section
                  3.30.

              	
                REMIC-Related
                  Covenants.

              	
                94

              
	
                Section
                  3A.01

              	
                Master
                  Servicer.

              	
                94

              
	
                Section
                  3A.02

              	
                REMIC-Related
                  Covenants.

              	
                95

              
	
                Section
                  3A.03

              	
                Monitoring
                  of Servicer.

              	
                95

              
	
                Section
                  3A.04

              	
                Fidelity
                  Bond.

              	
                96

              
	
                Section
                  3A.05

              	
                Power
                  to Act; Procedures.

              	
                96

              
	
                Section
                  3A.06

              	
                Due-on-Sale
                  Clauses; Assumption Agreements.

              	
                97

              
	
                Section
                  3A.07

              	
                Documents,
                  Records and Funds in Possession of Master Servicer To Be Held for
                  Trustee.

              	
                97

              
	
                Section
                  3A.08

              	
                [RESERVED].

              	
                98

              
	
                Section
                  3A.09

              	
                Compensation
                  for the Master Servicer.

              	
                98

              
	
                Section
                  3A.10

              	
                [RESERVED].

              	
                98

              
	
                Section
                  3A.11

              	
                [RESERVED].

              	
                98

              
	
                Section
                  3A.12

              	
                Obligation
                  of the Master Servicer in Respect of Prepayment Interest
                  Shortfalls.

              	
                98

              
	 	 	 
	
                ARTICLE
                  IV DISTRIBUTIONS AND
                  ADVANCES BY THE SERVICER

              	
                98

              
	 	 	 
	
                Section
                  4.01.

              	
                Advances.

              	
                98

              
	
                Section
                  4.02.

              	
                Priorities
                  of Distribution.

              	
                100

              
	
                Section
                  4.03.

              	
                Monthly
                  Statements to Certificateholders.

              	
                104

              
	
                Section
                  4.04.

              	
                [Reserved].

              	
                108

              
	
                Section
                  4.05.

              	
                Allocation
                  of Realized Loss Amounts.

              	
                108

              
	
                Section
                  4.06.

              	
                Compliance
                  with Withholding Requirements.

              	
                109

              
	
                Section
                  4.07.

              	
                Commission
                  Reporting.

              	
                110

              
	
                Section
                  4.08.

              	
                REMIC
                  Distributions and Allocation of Losses.

              	
                119

              
	 	 	 
	
                ARTICLE
                  V THE
                  CERTIFICATES

              	
                123

              
	 	 	 
	
                Section
                  5.01.

              	
                The
                  Certificates.

              	
                123

              


      


      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      


      


      
        	
                Section
                  5.02.

              	
                Certificate
                  Register; Registration of Transfer and Exchange of
                  Certificates.

              	
                124

              
	
                Section
                  5.03.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	
                130

              
	
                Section
                  5.04.

              	
                Persons
                  Deemed Owners.

              	
                130

              
	
                Section
                  5.05.

              	
                Access
                  to List of Certificateholders’ Names and Addresses.

              	
                130

              
	
                Section
                  5.06.

              	
                Maintenance
                  of Office or Agency.

              	
                130

              
	 	 	 
	
                ARTICLE
                  VI THE DEPOSITOR, THE
                  ORIGINATOR, THE MASTER SERVICER,

              	 
	
                    
THE
                  SERVICER AND THE CUSTODIAN

              	
                131

              
	 	 	 
	
                Section
                  6.01.

              	
                Respective
                  Liabilities of the Depositor, the Originator, the Master Servicer
                  and the
                  Servicer.

              	
                131

              
	
                Section
                  6.02.

              	
                Merger
                  or Consolidation of the Depositor, the Originator, the Master Servicer,
                  the Servicer or the Custodian.

              	
                131

              
	
                Section
                  6.03.

              	
                Limitation
                  on Liability of the Depositor, the Originator, the Master Servicer,
                  the
                  Trust Administrator, the Servicer, the Custodian and
                  Others.

              	
                131

              
	
                Section
                  6.04.

              	
                Limitation
                  on Resignation of the Servicer or Custodian.

              	
                132

              
	
                Section
                  6.05.

              	
                Additional
                  Indemnification by the Servicer; Third Party Claims.

              	
                133

              
	
                Section
                  6.06.

              	
                Rights
                  of the Depositor, the Master Servicer, the Trust Administrator
                  and the
                  Trustee in Respect of the Servicer.

              	
                133

              
	
                Section
                  6.07.

              	
                Limitation
                  on Resignation of the Master Servicer.

              	
                134

              
	
                Section
                  6.08.

              	
                Assignment
                  of Master Servicing.

              	
                134

              
	
                Section
                  6.09.

              	
                Fees
                  of the Custodian.

              	
                135

              
	
                 

                ARTICLE
                  VII
                  DEFAULT

              	
                 

                135

              
	 	 	 
	
                Section
                  7.01.

              	
                Events
                  of Default.

              	
                135

              
	
                Section
                  7.02.

              	
                Master
                  Servicer to Act; Appointment of Successor.

              	
                141

              
	
                Section
                  7.03.

              	
                Notification
                  to Certificateholders.

              	
                143

              
	 	 	 
	
                ARTICLE
                  VIII CONCERNING THE
                  TRUSTEE AND THE TRUST ADMINISTRATOR

              	
                143

              
	 	 	 
	
                Section
                  8.01.

              	
                Duties
                  of the Trustee and Trust Administrator.

              	
                143

              
	
                Section
                  8.02.

              	
                Certain
                  Matters Affecting the Trustee and the Trust Administrator.

              	
                144

              
	
                Section
                  8.03.

              	
                Neither
                  the Trustee Nor the Trust Administrator Liable for Certificates
                  or
                  Mortgage Loans.

              	
                146

              
	
                Section
                  8.04.

              	
                Trustee
                  and Trust Administrator May Own Certificates.

              	
                147

              
	
                Section
                  8.05.

              	
                Fees
                  and Expenses of the Trustee and Trust Administrator.

              	
                147

              
	
                Section
                  8.06.

              	
                Eligibility
                  Requirements for the Trustee and Trust Administrator.

              	
                148

              
	
                Section
                  8.07.

              	
                Resignation
                  and Removal of the Trustee or Trust Administrator.

              	
                148

              
	
                Section
                  8.08.

              	
                Successor
                  Trustee or Trust Administrator.

              	
                149

              
	
                Section
                  8.09.

              	
                Merger
                  or Consolidation of the Trustee or the Trust
                  Administrator.

              	
                150

              
	
                Section
                  8.10.

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	
                150

              
	
                Section
                  8.11.

              	
                Representations
                  and Warranties of the Trustee and Trust Administrator.

              	
                151

              


      


      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      


      


      
        	 	 	 
	
                ARTICLE
                  IX
                  TERMINATION

              	
                152

              
	 	 	 
	
                Section
                  9.01.

              	
                Termination
                  upon Liquidation or Purchase of the Mortgage Loans.

              	
                152

              
	
                Section
                  9.02.

              	
                Final
                  Distribution on the Certificates.

              	
                152

              
	
                Section
                  9.03.

              	
                Additional
                  Termination Requirements.

              	
                154

              
	 	 	 
	
                ARTICLE
                  X MISCELLANEOUS
                  PROVISIONS

              	
                154

              
	 	 	 
	
                Section
                  10.01.

              	
                Amendment.

              	
                154

              
	
                Section
                  10.02.

              	
                Recordation
                  of Agreement; Counterparts.

              	
                156

              
	
                Section
                  10.03.

              	
                Governing
                  Law.

              	
                157

              
	
                Section
                  10.04.

              	
                Intention
                  of Parties.

              	
                157

              
	
                Section
                  10.05.

              	
                Notices.

              	
                157

              
	
                Section
                  10.06.

              	
                Severability
                  of Provisions.

              	
                158

              
	
                Section
                  10.07.

              	
                Assignment;
                  Sales; Advance Facilities.

              	
                158

              
	
                Section
                  10.08.

              	
                Limitation
                  on Rights of Certificateholders.

              	
                160

              
	
                Section
                  10.09.

              	
                Inspection
                  and Audit Rights.

              	
                161

              
	
                Section
                  10.10.

              	
                Certificates
                  Nonassessable and Fully Paid.

              	
                161

              
	
                Section
                  10.11.

              	
                Waiver
                  of Jury Trial.

              	
                162

              
	 	 	 
	
                ARTICLE
                  XI REMIC
                  PROVISIONS

              	
                162

              
	 	 	 
	
                Section
                  11.01.

              	
                REMIC
                  Administration.

              	
                162

              
	
                Section
                  11.02.

              	
                Prohibited
                  Transactions and Activities.

              	
                165

              
	
                Section
                  11.03.

              	
                Indemnification.

              	
                166

              
	 	 	 
	
                SCHEDULES

              
	 	 	 
	
                Schedule I

              	
                Mortgage
                  Loan Schedule

              	 
	
                 

                Schedule II

              	
                 

                Reserved

              	 
	
                 

                Schedule III

              	
                 

                Reserved

              	 
	
                 

                Schedule IV

              	
                 

                Representations
                  and Warranties of SunTrust Mortgage, Inc. as to the Mortgage
                  Loans

              	 
	
                 

                Schedule I

              	
                 

                Mortgage
                  Loan Schedule

              	 
	 	 	 
	
                EXHIBITS

              
	 	 	 
	
                 

                Exhibit A

              	
                 

                Form of
                  Class A and Class M Certificates

              	 
	
                 

                Exhibit B

              	
                 

                [Reserved]

              	 
	
                 

                Exhibit C

              	
                 

                Form of
                  Class R Certificate

              	 
	
                 

                Exhibit D

              	
                 

                Form
                  of Subsequent Transfer Agreement

              	 
	
                 

                Exhibit E

              	
                 

                Form of
                  Initial Certification of Custodian

              	 
	
                 

                Exhibit F

              	
                 

                Form of
                  Document Certification and Exception Report of Custodian

              	 


      

       

      


        
          
            
            

          

          
            iv

            
              

            

          

          
            
            

          

        


        


        
          	
                   

                  Exhibit G

                	
                   

                  Form of
                    Residual Transfer Affidavit and Agreement

                	 
	
                   

                  Exhibit H

                	
                   

                  Form of
                    Transferor Certificate

                	 
	
                   

                  Exhibit I

                	
                   

                  Form of
                    Rule 144A Letter

                	 
	
                   

                  Exhibit J

                	
                   

                  Form of
                    Request for Release

                	 
	
                   

                  Exhibit K

                	
                   

                  Form of
                    Contents for Each Mortgage File

                	 
	
                   

                  Exhibit L

                	
                   

                  Power
                    of Attorney

                	 
	
                   

                  Exhibit M

                	
                   

                  Form
                    of Trust Administrator Certification

                	 
	
                   

                  Exhibit N

                	
                   

                  [Reserved]

                	 
	
                   

                  Exhibit O

                	
                   

                  Purchase
                    Agreement

                	 
	
                   

                  Exhibit
                    P

                	
                   

                  Standard
                    & Poor’s LEVELS® Glossary

                	 
	
                   

                  Exhibit
                    Q

                	
                   

                  Form
                    of Calculation of Realized Loss

                	 
	
                   

                  Exhibit
                    R

                	
                   

                  [Reserved]

                	 
	
                   

                  Exhibit
                    S

                	
                   

                  Relevant
                    Servicing Criteria

                	 
	
                   

                  Exhibit
                    T

                	
                   

                  Form
                    10-D, Form 8-K and Form 10-K Reporting Responsibility

                	 


        


        
          
            
            

          

          
            v

            
              

            

          

          
            
            

          

        





          THIS
        POOLING
        AND SERVICING AGREEMENT, dated as of
        [                        ]
        1, 200[ ], among SUNTRUST MORTGAGE SECURITIZATION, LLC, as depositor (the
“Depositor”), SUNTRUST
        MORTGAGE, INC., as originator, sponsor and servicer (the “Originator,”
“Sponsor”
and
        the
“Servicer,”
as
        applicable; and together “SunTrust”), and
        [          ], as master
        servicer and trust administrator (the “Master Servicer”
and
        the “Trust
        Administrator” in such capacities, respectively),
        [                                     ],
        as  trustee (the “Trustee”) and
        SUNTRUST BANK, as custodian (the “Custodian”),

       

      W
        I T N E S S E T
        H:

       

          In
        consideration of the mutual agreements herein contained, the parties hereto
        agree as follows:

       

      PRELIMINARY
        STATEMENT

       

       

          The
        Issuing
        Entity intends to sell pass-through certificates (collectively, the “Certificates”), to be
        issued hereunder in multiple Classes, which in the aggregate will evidence
        the
        entire beneficial ownership interest in the Trust Fund created
        hereunder.  The Certificates will consist of [eleven] Classes of
        Certificates, designated as (i) the Class 1-A Certificates, (ii) the Class
        2-A
        Certificates, (iii) the Class 3-A Certificates, (iv) the Class M1, Class
        M2,
        Class M3, Class M4, Class M5, Class M6 and Class M7 and (v) the Class R
        Certificates.  The descriptions of REMIC I, REMIC II and
        REMIC III that follow are part of the Preliminary Statement.  Any
        inconsistencies or ambiguities in this Agreement or in the administration
        of
        this Agreement shall be resolved in a manner that preserves the validity
        of such
        REMIC elections described below.

       

       

      REMIC I

       

          As
        provided
        herein, the Trust Administrator will make an election to treat the assets
        of the
        Trust Fund (exclusive of the Pre-Funding Account) as a real estate mortgage
        investment conduit (a “REMIC”) for federal
        income tax purposes, and such segregated pool of assets will be designated
        as
“REMIC I.”  The Class R-1 Interest will represent the sole Class
        of “residual interests” in REMIC I for purposes of the REMIC
        Provisions.  Interest on all Classes of REMIC I Regular Interests
        will be calculated on the basis of a 360-day year consisting of twelve 30-day
        months.

       

          The
        following
        table irrevocably sets forth the designation, the Uncertificated REMIC I
        Pass-Through Rate, the initial Uncertificated Balance, and solely for purposes
        of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest
        possible maturity date” for each of the REMIC I Interests.  None
        of the REMIC I Regular Interests shall be certificated.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      
        	
                Designation(1)

              	
                Initial

                Uncertificated
                  Balance

              	
                Uncertificated

                REMIC
                  I

                Pass-Through
                  Rate

              
	
                1-Initial

              	 	
                (2)

              
	
                1-PF

              	 	
                (2)

              
	
                2-Initial

              	 	
                (3)

              
	
                2-PF

              	 	
                (3)

              
	
                3-Initial

              	 	
                (4)

              
	
                3-PF

              	 	
                (4)

              


      

      


      ___________________

      
        	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date in the month immediately following the maturity
                  date for
                  the Mortgage Loan with the latest maturity  date has been
                  designated as the “latest possible maturity date” for each REMIC I Regular
                  Interest.

              


      

      
        	
                (2)

              	
                Weighted
                  Average Net Mortgage Rate for Loan Group
                  1.

              


      

      
        	
                (3)

              	
                Weighted
                  Average Net Mortgage Rate for Loan Group
                  2.

              


      

      
        	
                (4)

              	
                Weighted
                  Average Net Mortgage Rate for Loan Group 3.

              


      

      


      REMIC
        II

       

          As
        provided
        herein, the Trust Administrator shall elect to treat the segregated pool
        of
        assets consisting of the REMIC I Regular Interests as a REMIC for federal
        income tax purposes, and such segregated pool of assets shall be designated
        as
“REMIC II.”  The Class R-II Interest shall evidence the sole
        Class of “residual interests” in REMIC II for purposes of the REMIC
        Provisions.  Interest on each Class listed below will be calculated on
        the basis of the actual number of days in the related Interest Accrual Period
        and a 360-day year.

       

          The
        following
        table irrevocably sets forth the designation, the Uncertificated REMIC II
        Pass-Through Rate, the initial Uncertificated Balance, and solely for purposes
        of satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest
        possible maturity date” for each of the REMIC I Interests.  None
        of the REMIC II Regular Interests shall be certificated.

      


      
        	
                 

                Designation

              	
                Initial

                Uncertificated

                Balance

              	
                Uncertificated

                REMIC
                  II

                Pass-Through
                  Rate

              
	
                1-L

              	 	
                (2)

              
	
                1-LS

              	 	
                (2)

              
	
                2-L

              	 	
                (3)

              
	
                2-LS

              	 	
                (3)

              
	
                3-L

              	 	
                (4)

              
	
                3-LS

              	 	
                (4)

              


      

      


      ________________

      
        	
                (1)

              	
                For
                  purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the
                  Distribution Date in the month immediately following the maturity
                  date for
                  the Mortgage Loan with the latest maturity date has been designated
                  as the
                  “latest possible maturity date” for each REMIC I Regular
                  Interest.

              


      

      
        	
                (2)

              	
                Weighted
                  average of the pass-through rates of the Class 1-Initial and Class
                  1-PF
                  Interest.

              


      

      
        	
                (3)

              	
                Weighted
                  average of the pass-through rates of the Class 2-Initial and Class
                  2-PF
                  Interest.

              


      

      
        	
                (4)

              	
                Weighted
                  average of the pass-through rates of the Class 3-Initial and Class
                  3-PF
                  Interest.

              


      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      


      REMIC III

       

          As
        provided
        herein, the Trust Administrator shall elect to treat the segregated pool
        of
        assets consisting of the REMIC II Regular Interests as a REMIC for federal
        income tax purposes, and such segregated pool of assets shall be designated
        as
“REMIC III.”  The Class R-III Interest shall evidence the sole
        Class of “residual interests” in REMIC III for purposes of the REMIC
        Provisions.  Interest on each Class listed below will be calculated on
        the basis of the actual number of days in the related Interest Accrual Period
        and a 360-day year.

       

          The
        following
        table sets forth (or describes) the Class designation, Pass-Through Rate
        and
        initial Class Certificate Balance for each Class of REMIC III Regular Interests
        comprising the “Regular Interests” in REMIC III for purposes of the REMIC
        provisions:

       

      
        	
                 

                Class

                 

              	
                 

                Initial
                  Class

                Certificate
                  Balance

                 or
                  Initial
                  REMIC

                 III
                  Uncertificated

                 Balance

                 

              	
                Pass-Through

                Interest
                  Rate

                 

              	
                Assumed
                  Final

                Maturity
                  Dates(1)

                 

              
	
                1-A

              	
                $[                  ]

              	
                (2)

              	 
	
                2-A

              	
                $[                  ]

              	
                (3)

              	 
	
                3-A

              	
                $[                  ]

              	
                (4)

              	 
	
                M1

              	
                $[                  ]

              	
                (5)

              	 
	
                M2

              	
                $[                  ]

              	
                (
                  )

              	 
	
                M3

              	
                $[                  ]

              	
                (
                  )

              	 
	
                M4

              	
                $[                  ]

              	
                (
                  )

              	 
	
                M5

              	
                $[                  ]

              	
                (
                  )

              	 
	
                M6

              	
                $[                  ]

              	
                (
                  )

              	 
	
                M7

              	
                $[                  ]

              	
                (
                  )

              	 


      

      


      
        	
                 

              	
                ____________________

              


      

       

      
        	
                 (1)

              	
                Solely
                  for purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                  the Distribution Date following the maturity date for the Mortgage
                  Loan
                  with the latest maturity date has been designated as the “latest possible
                  maturity date” for each REMIC III Regular Interest, each of which
                  represents one or more of the “regular interests” in
                  REMIC III.

              


      

       

      
        	
                (2)

              	
                The
                  Pass-Through Rate for the Class 1-A Certificates for the interest
                  accrual
                  period related to each Distribution Date will equal the Weighted
                  Average
                  Net Mortgage Rate of Loan Group 1.  The Pass-Through Rate for
                  those Certificates for the Interest Accrual Period related to the
                  first
                  Distribution Date is ___________% per
                  annum.

              


      

       

      
        	
                (3)

              	
                The
                  pass-through rate for the Class 2-A Certificates for the interest
                  accrual
                  period related to each Distribution Date will equal the Weighted
                  Average
                  Net Mortgage Rate of Loan Group 2.  The Pass-Through Rate for
                  those Certificates for the Interest Accrual Period related to the
                  first
                  Distribution Date is _________% per
                  annum.

              


      

       

      
        	
                (4)

              	
                The
                  Pass-Through Rate for the Class 3-A Certificates for the interest
                  accrual
                  period related to each Distribution Date will equal the Weighted
                  Average
                  Net Mortgage Rate of Loan Group 3.  The Pass-Through Rate for
                  those Certificates for the Interest Accrual Period related to the
                  first
                  Distribution Date is _________% per
                  annum.

              


      

       

      
        	
                (5)

              	
                For
                  the Interest Accrual Period for any Distribution Date, the Pass-Through
                  Rate for each Class of Subordinated Certificates will be the Subordinate
                  Pass-Through Rate, which will be equal to (i) the sum of the following
                  for
                  each Loan Group: the product of (x) the Weighted Average Adjusted
                  Net
                  Mortgage Rate of the

              


      

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                Mortgage
                  Loans in that Loan Group as of the first day of the prior calendar
                  month
                  and (y) the aggregate Stated Principal Balance of the Mortgage
                  Loans in
                  that Loan Group as of the first day of the related Due Period,
                  minus the
                  aggregate Certificate Principal Balance of the Senior Certificates
                  related
                  to that Loan Group immediately prior to that Distribution Date,
                  divided by
                  (ii) the aggregate Certificate Principal Balance of the Subordinated
                  Certificates immediately prior to that Distribution Date.  For
                  federal income tax purposes, the Subordinate Pass-Through Rate
                  will equal
                  the weighted average of the pass-through rates on the Class 1-LS,
                  Class
                  2-LS and Class 3-LS Interests.

              


      

       

          The
        foregoing
        REMIC structure is intended to cause all of the cash from the Mortgage Loans
        to
        flow through to REMIC II as cash flow on a REMIC regular interest, without
        creating any shortfall—actual or potential (other than for credit losses)—to any
        REMIC regular interest.  To the extent that such structure is believed
        to diverge from such intention, the party identifying such ambiguity or drafting
        error shall notify the other parties hereto, and the parties hereto shall
        attempt to resolve such ambiguity or drafting error in accordance with Section
        10.01 hereto.

       

          The
        Stated
        Principal Balance as of the Initial Cut-off Date of Loan Group 1, Loan Group
        2
        and Loan Group 3 is $[__________], $[_________] and $[_________],
        respectively.

       

          The
        minimum
        denomination for each Class of the Senior Certificates and Subordinate
        Certificates will be $100,000, with integral multiples of $1 in excess thereof
        except that one Certificate in each Class may be issued in a different amount;
        and provided that such Certificates must be purchased in minimum total
        investments of $100,000 per Class.  The minimum denomination for the
        Class R Certificates will be a 100% Percentage Interest in such
        Class.

       

          Set
        forth
        below are designations of Classes of Certificates to the categories used
        herein:

       

      
        	
                Book-Entry
                  Certificates

                 

              	
                All
                  Classes of Certificates other than the Physical Certificates.

                 

              
	
                ERISA-Restricted
                  Certificates

                 

              	
                The
                  Class R Certificates and any Certificate that no longer meets the
                  rating requirements of the Underwriter’s Exemption.

                 

              
	
                Offered
                  Certificates

                 

              	
                The
                  Senior Certificates and the Subordinate Certificates.

                 

              
	
                Physical
                  Certificates

                 

              	
                Class R
                  Certificates.

                 

              
	
                Private
                  Certificates

                 

              	
                Class R
                  Certificates.

                 

              
	
                Rating
                  Agencies

                 

              	
                Moody’s,
                  Standard & Poor’s and Fitch.

                 

              
	
                Residual
                  Certificates

                 

              	
                Class R
                  Certificates.

                 

              
	
                Senior
                  Certificates

                 

              	
                Class
                  1-A, Class 2-A and Class 3-A Certificates.

                 

              
	
                Subordinate
                  Certificates

                 

              	
                Class M1,
                  Class M2, Class M3, Class M4, Class M5, Class M6 and
                  Class M7 Certificates.

                 

              


      

      


       


       

      

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        


        ARTICLE
          I

         

        DEFINITIONS

         

        Section
          1.01.                                Definitions.

         

        Whenever
          used in this Agreement, the following words and phrases, unless the context
          otherwise requires, shall have the following meanings:

         

        10-K
          Filing
          Deadline:  As defined in Section 4.07(a)(iv)(A).

         

        1933
          Act:  The Securities Act of 1933, as amended.

         

        30-Day
          Delinquency:  Each Mortgage Loan with respect to which any
          portion of a Scheduled Payment is, as of the last day of the prior Due
          Period,
          one month past due (without giving effect to any grace period).

         

        60+
          Day Delinquent Mortgage
          Loan:  Each Mortgage Loan with respect to which any portion of
          a Scheduled Payment is, as of the last day of the prior Due Period, two
          months
          or more past due (without giving effect to any grace period), each Mortgage
          Loan
          in foreclosure, all REO Property and each Mortgage Loan for which the Mortgagor
          has filed for bankruptcy (but not including any Liquidated Mortgage Loan
          (or
          related REO Property) as of the end of the related Prepayment
          Period).

         

        Accepted
          Master Servicing
          Practices:  With respect to any Mortgage Loan, as applicable,
          (1) either (x) those mortgage master servicing practices of prudent mortgage
          lending institutions which master service Mortgage Loans of the same type
          and
          quality as such Mortgage Loan in the jurisdiction where the related Mortgaged
          Property is located to the extent applicable to the Master Servicer (except
          in
          its capacity as successor to the Servicer), or (y) as provided in Section 3A.01 hereof,
          but in no event below the standard set forth in clause (x) and (2) in accordance
          with applicable local, state and federal laws, rules and
          regulations.

         

        Accepted
          Servicing
          Practices:  With respect to any Mortgage Loan, as applicable,
          (1) either (x) those mortgage servicing practices of prudent mortgage lending
          institutions which service Mortgage Loans of the same type and quality
          as such
          Mortgage Loan in the jurisdiction where the related Mortgaged Property
          is
          located to the extent applicable to the Servicer, or (y) as provided in
Section 3.01 hereof,
          but in no event below the standard set forth in clause (x) and (2) in accordance
          with applicable local, state and federal laws, rules and
          regulations.

         

        Account:  Any
          of the Collection Account, the Certificate Account, the Pre-Funding Account
          or
          any Escrow Account.  Each Account shall at all times be an Eligible
          Account.

         

        Addition
          Notice:  The notice given pursuant to Section 2.03 with respect
          to the transfer of Subsequent Mortgage Loans to the Trust pursuant to such
          Section.

         

        Additional
          Disclosure
          Notification:  The meaning set forth in Section
          4.07(a)(ii).

         

        Additional
          Form 10-D
          Disclosure:  The meaning set forth in Section
          4.07(a)(i).

         


        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        


        Additional
          Form 10-K
          Disclosure:  The meaning set forth in Section
          4.07(a)(iv).

         

        Adjustable
          Rate Mortgage
          Loan:  An adjustable rate Mortgage Loan purchased pursuant to
          the Purchase Agreement.

         

        [Adjusted
          Net Maximum
          Mortgage Rate:  As to each Mortgage Loan for any Distribution
          Date, a per annum rate equal to the applicable Maximum Mortgage Interest
          Rate
          for such Mortgage Loan as of the first day of the month preceding the month
          in
          which such Distribution Date occurs minus the Expense Fee Rate.]

         

        Adjusted
          Net Mortgage
          Interest Rate:  As to each Mortgage Loan for any Distribution
          Date, the per annum rate equal to the Mortgage Interest Rate for such Mortgage
          Loan as of the first day of the month preceding the month in which such
          Distribution Date occurs less the Expense Fee Rate.

         

        Adjustment
          Date:  As to any Adjustable Rate Mortgage Loan, the first Due
          Date on which the related Mortgage Interest Rate adjusts as set forth in
          the
          related Mortgage Note and each Due Date thereafter on which the Mortgage
          Interest Rate adjusts as set forth in the related Mortgage Note.

         

        Advance:  Any
          P&I Advance or Servicing Advance made by the Master Servicer or the Servicer
          in respect of any Distribution Date pursuant to Section
          4.01.

         

        Advance
          Facility:  A financing or other facility as described in Section 10.07.

         

        Advancing
          Person:  The Person to whom the Servicer’s rights under this
          Agreement to be reimbursed for any P&I Advances or Servicing Advances have
          been assigned pursuant to Section 10.07.

         

        Adverse
          REMIC
          Event:  As defined in Section 11.01(f)
          hereof.

         

        Affiliate:  With
          respect to any Person, any other Person controlling, controlled by or under
          common control with such first Person.  For the purposes of this
          definition, “control” means the power to direct the management and policies of
          such Person, directly or indirectly, whether through the ownership of voting
          securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.

         

        Agreement:  This
          Pooling and Servicing Agreement and all amendments or supplements
          hereto.

         

        Aggregate
          Collateral
          Balance:   As of any date of determination (other than the
          Closing Date), an amount equal to the Aggregate Loan Balance plus the amount,
          if
          any, then on deposit in the Pre-Funding Account exclusive of investment
          income.  As of the Closing Date, an amount equal to the sum of the
          Aggregate Loan Balance as of the Initial Cut-off Date and the amount on
          deposit
          in the Pre-Funding Account as of the Closing Date.

         


        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        


        Aggregate
          Loan
          Balance:  As of any date of determination, an amount equal to
          the aggregate of the Stated Principal Balances of the Mortgage Loans as
          of the
          Cut-off Date.

         

        Aggregate
          Subordinate
          Optimal Principal Amount:  For any Distribution Date, the sum
          of the Subordinate Optimal Principal Amounts for each Loan Group.

         

        Aggregate
          Subordinate
          Percentage:  With respect to the Subordinate Certificates and
          as of any Distribution Date, the aggregate Certificate Principal Balance
          for the
          Subordinate Certificates divided by the
          Aggregate Pool Principal Balance.

         

        Allocable
          Share:  For any Distribution Date and with respect to each
          Class of Subordinate Certificates, the portion of the Aggregate Subordinate
          Optimal Principal Amount allocable to such Class, equal to the product
          of the
          Aggregate Subordinate Optimal Principal Amount on such Distribution Date
          and a
          fraction, the numerator of which is the related Certificate Principal Balance
          thereof and the denominator of which is the aggregate of the Certificate
          Principal Balances of the Subordinate Certificates.

         

        Alternative
          Title
          Product:  [to come]

         

        Amount
          Available for Group 1
          Principal:  As to any Distribution Date, Group 1 Available
          Funds for such Distribution Date reduced by the aggregate amount distributable
          on such Distribution Date in respect of interest on the Group 1 Certificates
          pursuant to Section 4.02(a)(i) priority first sub-clause (A).

         

        Amount
          Available for Group 2
          Principal:  As to any Distribution Date, Group 2 Available
          Funds for such Distribution Date reduced by the aggregate amount distributable
          on such Distribution Date in respect of interest on the Group 2 Certificates
          pursuant to Section 4.02(a)(i) priority first sub-clause (B).

         

        Amount
          Available for Group 3
          Principal:  As to any Distribution Date, Group 3 Available
          Funds for such Distribution Date reduced by the aggregate amount distributable
          on such Distribution Date in respect of interest on the Group 3 Certificates
          pursuant to Section 4.02(a)(i) priority first sub-clause (C).

         

        Apportioned
          Subordinate
          Principal Distribution Amount:  For any Distribution Date and
          the Subordinate Certificates, the product of (i) the Subordinate Principal
          Distribution Amount for the Subordinate Certificates and (ii) the Apportionment
          Fraction.

         

        Apportionment
          Fraction:  With respect to the Subordinate Certificates and for
          any Distribution Date, in the event that the Certificate Principal Balances
          of
          the Senior Certificates of any Certificate Group have been reduced to zero,
          a
          fraction, the numerator of which is equal to the Subordinate Optimal Principal
          Amount of the Loan Group related to such Certificate Group, and the denominator
          of which is equal to the Aggregate Subordinate Optimal Principal
          Amount.

         

        Appraised
          Value:  With respect to any Mortgage Loan, the value of the
          related Mortgaged Property based upon the appraisal made for the originator
          at
          the time of origination of such Mortgage Loan or the sales price of such
          Mortgaged Property at such time of origination,

         


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        


        whichever
          is less; provided, however, that in the case of a refinanced Mortgage Loan,
          such
          value is based solely upon the appraisal made at the time of origination
          of such
          refinanced Mortgage Loan.

         

        Assessment
          of
          Compliance:  As defined in Section
          3.23.

         

        Assignment
          of
          Mortgage:  An assignment of the Mortgage, notice of transfer or
          equivalent instrument in recordable form (other than the assignee’s name and
          recording information not yet returned from the recording office), reflecting
          the sale of the Mortgage to the Trustee.

         

        Attestation
          Report:  As defined in Section
          3.23.

         

        Back-Up
          Certification:  As defined in Section
          4.07(a)(iv).

         

        Bankruptcy
          Coverage
          Termination Date:  With respect to any Loan Group, the point in
          time at which the Bankruptcy Loss Coverage Amount is reduced to
          zero.

         

        Bankruptcy
          Loss:  With respect to any Mortgage Loan, a Deficient Valuation
          or Debt Service Reduction as reported by the Servicer to the Master Servicer;
          provided, however,
          that a
          Bankruptcy Loss shall not be deemed a Bankruptcy Loss hereunder so long
          as the
          Master Servicer has notified the Trustee in writing that either the Master
          Servicer or the Servicer is diligently pursuing any remedies that may exist
          in
          connection with the related Mortgage Loan and either (A) the related Mortgage
          Loan is not in default with regard to payments due thereunder or (B) delinquent
          payments of principal and interest under the related Mortgage Loan and
          any
          related escrow payments in respect of such Mortgage Loan are being advanced
          on a
          current basis by either the Master Servicer or the Servicer, in either
          case
          without giving effect to any Debt Service Reduction or Deficient
          Valuation.

         

        Bankruptcy
          Loss Coverage
          Amount:  With respect to any Distribution Date, the Bankruptcy
          Loss Coverage Amount shall equal the related Initial Bankruptcy Coverage
          Amount
          as reduced by (i) the aggregate amount of Bankruptcy Losses relating to
          the
          Mortgage Loans since [       ] 1, 200[ ] and
          (ii) any permissible reductions in the Bankruptcy Loss Coverage Amount
          as
          evidenced by a letter of each Rating Agency to the Trust Administrator
          to the
          effect that any such reduction or modification will not adversely affect
          the
          then current ratings assigned to the Senior Certificates rated by
          it.

         

        Best’s:  Best’s
          Key Rating Guide, as the same shall be amended from time to time.

         

        Book-Entry
          Certificates:  As specified in the Preliminary
          Statement.

         

        Business
          Day:  Any day other than (i) Saturday or Sunday, or
          (ii) a day on which banking and savings and loan institutions, in
          (a) the states of New York, Virginia and Georgia, (b) the state in
          which the Servicer’s servicing operations are located, or (c) the state in
          which the Trustee’s and Trust Administrator’s operations are located, are
          authorized or obligated by law or executive order to be closed.

         


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        


        Certificate:  Any
          one of the Certificates executed by the Trust Administrator in substantially
          the
          forms attached hereto as exhibits.

         

        Certificate
          Account:  The separate Eligible Account created and maintained
          by the Trust Administrator pursuant to Section 3.27(b)
          in the name of the Trust Administrator for the benefit of the Certificateholders
          and designated
“[                         ]
          in trust for registered holders of SunTrust
          [               ]
          Mortgage-Backed Pass-Through Certificates, Series 200[ ]-[
          ].”  Funds in the Certificate Account shall be held in trust for the
          Certificateholders for the uses and purposes set forth in this Agreement
          and may
          be invested in Permitted Investments.

         

        Certificate
          Owner:  With respect to a Book-Entry Certificate, the Person
          who is the beneficial owner of such Book-Entry Certificate.

         

        Certificate
          Principal
          Balance:  With respect to any Class of Certificates, other than
          the Class R Certificates, immediately prior to any Distribution Date will
          be
          equal to the Original Certificate Principal Balance thereof reduced by
          the sum
          of all amounts actually distributed in respect of principal of such Class
          and,
          in the case of a Subordinate Certificate, Realized Losses allocated thereto
          on
          all prior Distribution Dates (taking into account any increases in the
          Certificate Principal Balance thereof by any Subsequent Recoveries allocated
          to
          that Class).  The Class R Certificates will not have a Certificate
          Principal Balance.

         

        Certificate
          Register:  The register maintained pursuant to Section 5.02.

         

        Certificate
          Registrar:   The registrar appointed pursuant to Section 5.02.

         

        Certificateholder
          or
          Holder:  The person in whose name a Certificate is registered
          in the Certificate Register, except that, solely for the purpose of giving
          any
          consent pursuant to this Agreement, any Certificate registered in the name
          of
          the Depositor, the Master Servicer, the Servicer, or the Custodian or any
          affiliate thereof shall be deemed not to be Outstanding and the Percentage
          Interest evidenced thereby shall not be taken into account in determining
          whether the requisite amount of Percentage Interests necessary to effect
          such
          consent has been obtained.

         

        Certification
          Parties:  As defined in Section
          4.07(a)(iv)
          hereof.

         

        Certifying
          Person:  As defined in Section
          4.07(a)(iv)
          hereof.

         

        Class:  All
          Certificates or REMIC I Regular Interests or REMIC II Regular Interests
          bearing
          the same Class designation as set forth in the Preliminary
          Statement.

         

        Class
          1-A
          Certificates:  All Certificates bearing the Class designation
          of “Class 1-A Certificates” representing the right to distributions as set forth
          herein and therein and representing a regular interest in REMIC III for
          purposes of the REMIC Provisions.

         

        Class 2-A
          Certificates:  All Certificates bearing the Class designation
          of “Class 2-A Certificates” representing the right to distributions as set forth
          herein and therein and representing a regular interest in REMIC III for
          purposes of the REMIC Provisions.

         


        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        


        Class
          3-A
          Certificates:  All Certificates bearing the Class designation
          of “Class 3-A Certificates” representing the right to distributions as set forth
          herein and therein and representing a regular interest in REMIC III for
          purposes of the REMIC Provisions.

         

        Class
          Certificate
          Balance:  With respect to any Class and as to any date of
          determination, the aggregate of the Certificate Principal Balances of all
          Certificates of such Class as of such date.

         

        Class
          Interest
          Shortfall:  As to any Distribution Date and any
          interest-bearing Class of Certificates, the amount by which the amount
          described
          in clause (i) of the definition of “Accrued Certificate Interest” for such Class
          exceeds the amount of interest actually distributed on such Class on such
          Distribution Date pursuant to such clause (i).

         

        Class M1
          Certificates:  All Certificates bearing the
          Class designation of “Class M1 Certificates” representing the right to
          distributions as set forth herein and therein and representing a regular
          interest in REMIC III for purposes of the REMIC Provisions.

         

        Class
          M1 Principal
          Distribution Amount:  With respect to any Distribution Date and
          the Class M-1 Certificates, an amount equal to the lesser of (I) the aggregate
          Certificate Principal Balance of such Class of Subordinate Certificates
          immediately prior to such Distribution Date and (II) the excess of (x)
          the sum
          of (i) the aggregate Certificate Principal Balance of the Senior Certificates
          (after taking into account the payment of the Senior Principal Distribution
          Amount on such Distribution Date) and (ii) the aggregate Certificate Principal
          Balance of the Class M-1 Certificates immediately prior to such Distribution
          Date over (y) the lesser of (A) the product of
          (i) [     ]% and (ii) the aggregate Stated
          Principal Balance of the Mortgage Loans as of the last day of the related
          Due
          Period (after giving effect to Scheduled Payments of principal due during
          the
          related Due Period, to the extent received or advanced, and unscheduled
          collections of principal received during the related Prepayment Period)
          and (B)
          the aggregate Stated Principal Balance of the Mortgage Loans as of the
          last day
          of the related Due Period (after giving effect to Scheduled Payments of
          principal due during the related Due Period, to the extent received or
          advanced,
          and unscheduled collections of principal received during the related Prepayment
          Period) minus the Overcollateralization Floor.

         

        Class M2
          Certificates:  All Certificates bearing the
          Class designation of “Class M2 Certificates” representing the right to
          distributions as set forth herein and therein and representing a regular
          interest in REMIC III for purposes of the REMIC Provisions.

         

        Class
          M2 Principal
          Distribution Amount:  Class M4 Principal Distribution Amount
          means, for any Distribution Date, an amount equal to the lesser of (I)
          the
          Certificate Principal Balance of the Class M2 Certificates immediately
          prior to
          such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
          Certificate Principal Balance of the Senior Certificates (after taking
          into
          account the payment of the Senior Principal Distribution Amount on such
          Distribution Date), (ii) the aggregate Certificate Principal Balance of
          the
          Class M1 Certificates (after taking into account the payment of the Class
          M1
          Principal Distribution Amounts on such Distribution Date) and (iii) the
          Certificate Principal Balance of the Class M2 Certificates immediately
          prior to
          such Distribution Date over (y) the lesser of (A) the product of (i)
          [     ]%

         


        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        


        and
          (ii)
          the aggregate Stated Principal Balance of the Mortgage Loans as of the
          last day
          of the related Due Period (after giving effect to Scheduled Payments of
          principal due during the related Due Period, to the extent received or
          advanced,
          and unscheduled collections of principal received during the related Prepayment
          Period) and (B) the aggregate Stated Principal Balance of the Mortgage
          Loans as
          of the last day of the related Due Period (after giving effect to Scheduled
          Payments of principal due during the related Due Period, to the extent
          received
          or advanced, and unscheduled collections of principal received during the
          related Prepayment Period) minus the Overcollateralization Floor.

         

        Class
          M3
          Certificates:  All Certificates bearing the Class designation
          of “Class M3 Certificates” representing the right to distributions as set forth
          herein and therein and representing a regular interest in REMIC III for
          purposes of the REMIC Provisions.

         

        Class
          M3 Principal
          Distribution Amount:  Class M4 Principal Distribution Amount
          means, for any Distribution Date, an amount equal to the lesser of (I)
          the
          Certificate Principal Balance of the Class M3 Certificates immediately
          prior to
          such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
          Certificate Principal Balance of the Senior Certificates (after taking
          into
          account the payment of the Senior Principal Distribution Amount on such
          Distribution Date), (ii) the aggregate Certificate Principal Balance of
          the
          Class M1 and Class M2 Certificates (after taking into account the payment
          of the
          Class M1 and Class M2 Principal Distribution Amounts on such Distribution
          Date)
          and (iii) the Certificate Principal Balance of the Class M3 Certificates
          immediately prior to such Distribution Date over (y) the lesser of (A)
          the
          product of (i) [     ]% and (ii) the aggregate
          Stated Principal Balance of the Mortgage Loans as of the last day of the
          related
          Due Period (after giving effect to Scheduled Payments of principal due
          during
          the related Due Period, to the extent received or advanced, and unscheduled
          collections of principal received during the related Prepayment Period)
          and (B)
          the aggregate Stated Principal Balance of the Mortgage Loans as of the
          last day
          of the related Due Period (after giving effect to Scheduled Payments of
          principal due during the related Due Period, to the extent received or
          advanced,
          and unscheduled collections of principal received during the related Prepayment
          Period) minus the Overcollateralization Floor.

         

        Class M4
          Certificates:  All Certificates bearing the
          Class designation of “Class M4 Certificates” representing the right to
          distributions as set forth herein and therein and representing a regular
          interest in REMIC III for purposes of the REMIC Provisions.

         

        Class
          M4 Principal
          Distribution Amount:  Class M4 Principal Distribution Amount
          means, for any Distribution Date, an amount equal to the lesser of (I)
          the
          Certificate Principal Balance of the Class M4 Certificates immediately
          prior to
          such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
          Certificate Principal Balance of the Senior Certificates (after taking
          into
          account the payment of the Senior Principal Distribution Amount on such
          Distribution Date), (ii) the aggregate Certificate Principal Balance of
          the
          Class M1, Class M2 and Class M3 Certificates (after taking into account
          the
          payment of the Class M1, Class M2 and Class M3 Principal Distribution Amounts
          on
          such Distribution Date) and (iii) the Certificate Principal Balance of
          the Class
          M4 Certificates immediately prior to such Distribution Date over (y) the
          lesser
          of (A) the product of (i) [     ]% and (ii) the
          aggregate Stated Principal Balance of the Mortgage Loans as of the last
          day of
          the related Due Period (after giving effect to Scheduled

         


        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        


        Payments
          of principal due during the related Due Period, to the extent received
          or
          advanced, and unscheduled collections of principal received during the
          related
          Prepayment Period) and (B) the aggregate Stated Principal Balance of the
          Mortgage Loans as of the last day of the related Due Period (after giving
          effect
          to Scheduled Payments of principal due during the related Due Period, to
          the
          extent received or advanced, and unscheduled collections of principal received
          during the related Prepayment Period) minus the Overcollateralization
          Floor.

         

        Class M5
          Certificates:  All Certificates bearing the Class designation
          of “Class M5 Certificates” representing the right to distributions as set
          forth herein and therein and representing a regular interest in REMIC III
          for
          purposes of the REMIC Provisions.

         

        Class M5
          Principal
          Distribution Amount:  Class M5 Principal Distribution Amount
          means, for any Distribution Date, an amount equal to the lesser of (I)
          the
          Certificate Principal Balance of the Class M5 Certificates immediately
          prior to
          such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
          Certificate Principal Balance of the Senior Certificates (after taking
          into
          account the payment of the Senior Principal Distribution Amount on such
          Distribution Date), (ii) the aggregate Certificate Principal Balance of
          the
          Class M1, Class M2, Class M3 and Class M4 Certificates (after taking into
          account the payment of the Class M1, Class M2, Class M3 and Class M4 Principal
          Distribution Amounts on such Distribution Date), and (iii) the Certificate
          Principal Balance of the Class M5 Certificates immediately prior to such
          Distribution Date over (y) the lesser of (A) the product of
          (i) [    ]% and (ii) the aggregate Stated
          Principal Balance of the Mortgage Loans as of the last day of the related
          Due
          Period (after giving effect to Scheduled Payments of principal due during
          the
          related Due Period, to the extent received or advanced, and unscheduled
          collections of principal received during the related Prepayment Period)
          and (B)
          the aggregate Stated Principal Balance of the Mortgage Loans as of the
          last day
          of the related Due Period (after giving effect to Scheduled Payments of
          principal due during the related Due Period, to the extent received or
          advanced,
          and unscheduled collections of principal received during the related Prepayment
          Period) minus the Overcollateralization Floor.

         

        Class
          M6
          Certificates:  All Certificates bearing the Class designation
          of “Class M6 Certificates” representing the right to distributions as set forth
          herein and therein and representing a regular interest in REMIC III for
          purposes of the REMIC Provisions.

         

        Class
          M6 Principal
          Distribution Amount:  Class M6 Principal Distribution Amount
          means, for any Distribution Date, an amount equal to the lesser of (I)
          the
          Certificate Principal Balance of the Class M6 Certificates immediately
          prior to
          such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
          Certificate Principal Balance of the Senior Certificates (after taking
          into
          account the payment of the Senior Principal Distribution Amount on such
          Distribution Date), (ii) the aggregate Certificate Principal Balance of
          the
          Class M1, Class M2, Class M3, Class M4 and Class M5 Certificates (after
          taking
          into account the payment of the Class M1, Class M2, Class M3, Class M4
          and Class
          M5 Principal Distribution Amounts on such Distribution Date), and (iii)
          the
          Certificate Principal Balance of the Class M6 Certificates immediately
          prior to
          such Distribution Date over (y) the lesser of (A) the product of (i)
          [    ]% and (ii) the aggregate Stated Principal Balance of
          the Mortgage Loans as of the last day of the related Due Period (after
          giving
          effect to Scheduled Payments of principal due during the related Due Period,
          to
          the extent received or advanced, and unscheduled collections of
          principal

         


        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        


        received
          during the related Prepayment Period) and (B) the aggregate Stated Principal
          Balance of the Mortgage Loans as of the last day of the related Due Period
          (after giving effect to Scheduled Payments of principal due during the
          related
          Due Period, to the extent received or advanced, and unscheduled collections
          of
          principal received during the related Prepayment Period) minus the
          Overcollateralization Floor.

         

        Class M7
          Certificates:  All Certificates bearing the
          Class designation of “Class M7 Certificates” representing the right to
          distributions as set forth herein and therein and representing a regular
          interest in REMIC III for purposes of the REMIC Provisions.

         

        Class M7
          Principal
          Distribution Amount:  Class M7 Principal Distribution Amount
          means, for any Distribution Date, an amount equal to the lesser of (I)
          the
          Certificate Principal Balance of the Class M7 Certificates immediately
          prior to
          such Distribution Date and (II) the excess of (x) the sum of (i) the aggregate
          Certificate Principal Balance of the Senior Certificates (after taking
          into
          account the payment of the Senior Principal Distribution Amount on such
          Distribution Date), (ii) the aggregate Certificate Principal Balance of
          the
          Class M1, Class M2, Class M3, Class M4, Class M5 and Class M6 Certificates
          (after taking into account the payment of the Class M1, Class M2, Class
          M3,
          Class M4, Class M5 and Class M6 Principal Distribution Amounts on such
          Distribution Date), and (iii) the Certificate Principal Balance of the
          Class M7
          Certificates immediately prior to such Distribution Date over (y) the lesser
          of
          (A) the product of (i) [    ]% and (ii) the aggregate
          Stated Principal Balance of the Mortgage Loans as of the last day of the
          related
          Due Period (after giving effect to Scheduled Payments of principal due
          during
          the related Due Period, to the extent received or advanced, and unscheduled
          collections of principal received during the related Prepayment Period)
          and (B)
          the aggregate Stated Principal Balance of the Mortgage Loans as of the
          last day
          of the related Due Period (after giving effect to Scheduled Payments of
          principal due during the related Due Period, to the extent received or
          advanced,
          and unscheduled collections of principal received during the related Prepayment
          Period) minus the Overcollateralization Floor.

         

        Class
          Prepayment
          Distribution Trigger:  This trigger is satisfied with respect
          to any Class of Subordinate Certificates and any Distribution Date, if
          either
          (i) the fraction, the numerator of which is the aggregate Certificate Principal
          Balance of such Class and each Class of Subordinate Certificates subordinate
          thereto, immediately prior to such Distribution Date, and the denominator
          of
          which is the Aggregate Pool Principal Balance with respect to that Distribution
          Date, equals or exceeds such percentage calculated as of the Closing Date
          or
          (ii) such Class of Subordinate Certificates is the only Class of Subordinate
          Certificates then outstanding.

         

        Class R
          Certificates:  All Certificates bearing the Class designation
          of “Class R Certificates” and evidencing the ownership of the “residual
          interest” in each of REMIC I, REMIC II and REMIC III for purposes of
          the REMIC Provisions.  The Class R Certificate represents the
          ownership of the Class R-I Interest, the Class R-II Interest and the Class
          R-III
          Interest..

         

        Class R-I
          Interest:  The residual interest in REMIC I for purposes
          of the REMIC Provisions.

         


        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        


        Class R-II
          Interest:  The residual interest in REMIC II for purposes
          of the REMIC Provisions.

         

        Class R-III
          Interest:  The residual interest in REMIC III for purposes
          of the REMIC Provisions.

         

        Class
          Unpaid Interest
          Amounts:  As to any Distribution Date and any interest-bearing
          Class of Certificates, the amount by which the aggregate Class Interest
          Shortfalls for such Class on prior Distribution Dates exceeds the amount
          distributed on such Class on prior Distribution Dates pursuant to clause
          (ii) of
          the definition of “Accrued Certificate Interest” for such Class.

         

        Closing
          Date:  [                                 ],
          200[ ].

         

        Code:  The
          Internal Revenue Code of 1986, including any successor or amendatory
          provisions.

         

        Collection
          Account:  As defined in Section 3.10.

         

        Commission:  The
          U.S. Securities and Exchange Commission.

         

        Compensating
          Interest:  For any Distribution Date, the lesser of
          (a) the Prepayment Interest Shortfall, if any, for such Distribution Date,
          with respect to voluntary Principal Prepayments in full by the Mortgagor
          (excluding any payments made upon liquidation of the Mortgage Loan), and
          (b) the amount of the Servicing Fee payable to the Servicer for such
          Distribution Date.

         

        Condemnation
          Proceeds:  All awards, compensation and/or settlements in
          respect of a Mortgaged Property, whether permanent or temporary, partial
          or
          entire, by exercise of the power of eminent domain or condemnation.

         

        Cooperative
          Corporation: With respect to any Cooperative Loan, the cooperative
          apartment corporation that holds legal title to the related Cooperative
          Property
          and grants occupancy rights to units therein to stockholders through Proprietary
          Leases or similar arrangements.

         

        Cooperative
          Lien
          Search:  A search for (a) federal tax liens, mechanics’ liens,
          lis pendens, judgments of record or otherwise against (i) the Cooperative
          Corporation and (ii) the seller of the Cooperative Unit, (b) filings of
          Financing Statements and (c) the deed of the Cooperative Property into
          the
          Cooperative Corporation.

         

        Cooperative
          Loan:  A Mortgage Loan that is secured by a first lien on and a
          perfected security interest in Cooperative Shares and the related Proprietary
          Lease granting exclusive rights to occupy the related Cooperative Unit
          in the
          building owned by the related Cooperative Corporation.

         


        
          
            
            

          

          
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        Cooperative
          Property:  With respect to any Cooperative Loan, all real
          property and improvements thereto and rights therein and thereto owned
          by a
          Cooperative Corporation including without limitation the land, separate
          dwelling
          units and all common elements.

         

        Cooperative
          Shares:  With respect to any Cooperative Loan, the shares of
          stock issued by a Cooperative Corporation and allocated to a Cooperative
          Unit
          and represented by stock certificates.

         

        Cooperative
          Unit:  With respect to any Cooperative Loan, a specific unit in
          a Cooperative Property.

         

        Corporate
          Trust
          Office.  The designated office of the Trustee or the Trust
          Administrator, as the case may be, at which at any particular time its
          corporate
          trust business with respect to this Agreement is administered, which office
          at
          the date of the execution of this Agreement is located at (i) with respect
          to
          the Trustee,
          [                                                             ],
          Attention:
          [            ] or at
          such other address as the Trustee may designate from time to time by notice
          to
          the Certificateholders, the Depositor, the Servicer, the Master Servicer,
          the
          Originator and the Trust Administrator, or (ii) with respect to the Trust
          Administrator, (A) for certificate transfer purposes,
          [                                                           ],
          Attention:
          [                             ],
          and (B) for all other purposes,
          [                                                                     ],
          Attention:  [                              ]
          and which is the address to which notices to and correspondence with the
          Trust
          Administrator should be directed.

         

        Corresponding
          Loan
          Group:

         

        Credit
          Enhancement
          Percentage:  With respect to any Distribution Date, the
          percentage obtained by dividing (x) the aggregate Certificate Principal
          Balance
          of each Class of Certificates junior in priority to such Class and the
          Overcollateralized Amount by (y) the aggregate Stated Principal Balance
          of the
          Mortgage Loans calculated prior to taking into account distributions of
          principal on the Mortgage Loans and distribution of the Group 1 Principal
          Distribution Amount, Group 2 Principal Distribution Amount and the Group
          3
          Principal Distribution Amount to the Holders of the Certificates then entitled
          to distributions of principal on such Distribution Date.

         

        Cross-Over
          Date:  The Distribution Date on which the aggregate Certificate
          Principal Balance of the Subordinate Certificates has been reduced to
          zero.

         

        Cumulative
          Realized
          Losses:  With respect to any Distribution Date, a fraction,
          expressed as a percentage, obtained by dividing (x) the aggregate amount
          of
          Realized Losses incurred on the Mortgage Loans from the Cut-off Date through
          the
          last day of the related Due Period by (y) the aggregate Stated Principal
          Balance
          of the Mortgage Loans as of the Cut-off Date.

         

        Current
          Interest:  With respect to any Distribution Date for each Class
          of the Offered Certificates, the aggregate amount of interest accrued during
          the
          related Interest Accrual Period at the applicable Pass-Through Rate on
          the
          related Class Certificate Balance immediately prior to such Distribution
          Date,
          as reduced by such Class’s share of Net Prepayment Interest Shortfalls and
          Relief Act Interest Shortfalls for the related Due Period allocated to
          such
          Class pursuant to Section 4.02.

         


        
          
            
            

          

          
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        [Custodial
          Fee:  With respect to each Mortgage Loan and any Distribution
          Date, an amount equal to the product of (i) one twelfth of the Custodial
          Fee
          Rate and (ii) the Stated Principal Balance of such Mortgage Loans as of
          the
          first day of the calendar month preceding the month in which such Distribution
          Date occurs.

         

        Custodial
          Fee
          Rate:  0.[        ]%
          per annum; provided, however, that if SunTrust Bank, National Association
          ceases
          to be the Custodian, the Custodial Fee Rate shall be 0.[   ]% per
          annum.]

         

        Custodial
          File:  With respect to each Mortgage Loan, the file retained by
          the Custodian consisting of items (a) - (h) as listed on Exhibit K
          hereto.

         

        Custodian:       SunTrust
          Bank, and any successor thereto appointed hereunder.

         

        Cut-off
          Date:  With respect to the Initial Mortgage Loans, the Initial
          Cut-off Date; with respect to the Subsequent Mortgage Loans, the Subsequent
          Cut-off Date; and with respect to all Qualified Substitute Mortgage Loans,
          their
          respective dates of substitution.  References herein to the “Cut-off
          Date,” when used with respect to more than one Mortgage Loan, shall be to the
          respective Cut-off Dates for such Mortgage Loans.

         

        Cut-off
          Date Pool Principal
          Balance:  With respect to the Initial Mortgage Loans, the
          Aggregate Loan Balance as of the Initial Cut-off Date.

         

        Data
          Tape
          Information:  The information provided by the Originator as of
          the Cut-off Date to the Depositor setting forth the following information
          with
          respect to each Mortgage Loan: (1) the Originator’s Mortgage Loan
          identifying number; (2) the Mortgagor’s name; (3) the street address
          of the Mortgaged Property including the city, state and zip code; (4) a
          code indicating whether the Mortgaged Property is owner-occupied, a second
          home
          or investment property; (5) the number and type of residential units
          constituting the Mortgaged Property (i.e., a single family residence, a
          2-4
          family residence, a unit in a condominium project or a unit in a planned
          unit
          development, manufactured housing); (6) the original months to maturity or
          the remaining months to maturity from the Cut-off Date, in any case based
          on the
          original amortization schedule and, if different, the maturity expressed
          in the
          same manner but based on the actual amortization schedule; (7) the
          Loan-to-Value Ratio at origination; (8) the Mortgage Interest Rate as of
          the Cut-off Date; (9) the date on which the Scheduled Payment was due on
          the Mortgage Loan and, if such date is not consistent with the Due Date
          currently in effect, such Due Date; (10) the stated maturity date;
          (11) the amount of the Scheduled Payment as of the Cut-off Date;
          (12) the last payment date on which a Scheduled Payment was actually
          applied to pay interest and, if applicable, the outstanding principal balance;
          (13) the original principal amount of the Mortgage Loan; (14) the
          principal balance of the Mortgage Loan as of the close of business on the
          Cut-off Date, after deduction of payments of principal due and collected
          on or
          before the Cut-off Date; (15) with respect to Adjustable Rate Mortgage
          Loans, the Adjustment Date; (16) with respect to Adjustable Rate Mortgage
          Loans, the Gross Margin; (17) with respect to Adjustable Rate Mortgage
          Loans, the Lifetime Rate Cap under the terms of the Mortgage Note;
          (18) with respect to Adjustable Rate Mortgage Loans, a code indicating the
          type of Index; (19) with respect to Adjustable Rate Mortgage Loans, the
          Periodic Mortgage Interest Rate Cap

         


        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        


        under
          the
          terms of the Mortgage Note; (20) the type of Mortgage Loan (i.e., fixed
          rate, adjustable rate, first lien); (21) a code indicating the purpose of
          the loan (i.e., purchase, rate and term refinance, equity take-out refinance);
          (22) a code indicating the documentation style (i.e., full documentation,
          easy documentation or stated income); (23) the loan credit classification
          (as described in the Underwriting Guidelines); (24) whether such Mortgage
          Loan provides for a Prepayment Premium; (25) the Prepayment Premium period
          of such Mortgage Loan, if applicable; (26) a description of the Prepayment
          Premium, if applicable; (27) the Mortgage Interest Rate as of origination;
          (28) the credit risk score at origination; (29) the date of
          origination; (30) the Mortgage Interest Rate adjustment period; (31)the
          Minimum Mortgage Interest Rate; (32) the Mortgage Interest Rate calculation
          method (i.e., 30/360, simple interest, other); (33) a code indicating
          whether the Mortgage Loan is a High Cost Mortgage Loan; (34) a code
          indicating whether the Mortgage Loan has been modified; (35) the current
          Loan-to-Value Ratio; (36) the Due Date for the first Scheduled Payment;
          (37) the original Scheduled Payment due; (38) with respect to the
          related Mortgagor, the debt-to-income ratio; (39) the Appraised Value of
          the Mortgaged Property; (40) the sales price of the Mortgaged Property if
          the Mortgage Loan was originated in connection with the purchase of the
          Mortgaged Property; (41) the MERS identification number; and (42) a
          code indicating if a Mortgage Loan is a 30-Day Delinquency.  With
          respect to the Mortgage Loans in the aggregate:  (1) the
          number of
          Mortgage Loans; (2) the current aggregate outstanding principal balance of
          the Mortgage Loans; (3) the weighted average Mortgage Interest Rate of the
          Mortgage Loans; and (4) the weighted average maturity of the Mortgage
          Loans.

         

        Debt
          Service
          Reduction:  With respect to any Mortgage Loan, a reduction by a
          court of competent jurisdiction in a proceeding under the United States
          Bankruptcy Code in the Scheduled Payment for such Mortgage Loan which became
          final and non-appealable, except for such a reduction resulting from a
          Deficient
          Valuation or any reduction that results in a permanent forgiveness of
          principal.

         

        Deficient
          Valuation:  With respect to any Mortgage Loan, a valuation of
          the related Mortgaged Property by a court of competent jurisdiction in
          an amount
          less than the then outstanding principal balance of the Mortgage Loan,
          which
          valuation results from a proceeding initiated under the United States Bankruptcy
          Code.

         

        Definitive
          Certificates:  Any Certificate evidenced by a Physical
          Certificate and any Certificate issued in lieu of a Book-Entry Certificate
          pursuant to Section 5.02(e).

         

        Delay
          Delivery Mortgage
          Loans:  The Mortgage Loans for which all or a portion of a
          related Mortgage File is not delivered to the Trustee on the Closing
          Date.  The number of Delay Delivery Mortgage Loans shall not exceed
          25% of the aggregate number of Mortgage Loans as of the Closing
          Date.

         

        Deleted
          Mortgage
          Loan:  As defined in Section 2.03(c).

         

        Delinquency
          Percentage:  With respect to any month, the quotient (expressed
          as a percentage) of (1) the Stated Principal Balance of the 60+ Day Delinquent
          Mortgage Loans, divided by (2) the aggregate Stated Principal Balance of
          the
          Mortgage Loans as of the last day of

         


        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        


        the
          related month, not including in both (1) and (2) a Liquidated Mortgage
          Loan as
          of the end of the Prepayment Period or any Mortgage Loan purchased by the
          [Servicer] pursuant to Section
          3.28.

         

        Denomination:  With
          respect to each Certificate, the amount set forth on the face thereof as
          the
“Initial Certificate Balance of this Certificate” or the Percentage Interest
          appearing on the face thereof.

         

        Depositor:  SunTrust
          Mortgage Securitization, LLC, a Delaware limited liability company, and
          its
          successors in interest.

         

        Depository:  The
          initial Depository shall be The Depository Trust Company, the nominee of
          which
          is CEDE & Co., as the registered Holder of the Book-Entry
          Certificates.  The Depository shall at all times be a “clearing
          corporation” as defined in Section 8-102(a)(5) of the Uniform Commercial
          Code of the State of New York.

         

        Depository
          Institution:  Any depository institution or trust company,
          including the 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 P-1 by Moody’s and A-1 by Standard
& Poor’s.

         

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

         

        Determination
          Date:  With respect to each Distribution Date, the 15th day of
          the calendar month in which such Distribution Date occurs or, if such 15th
          day
          is not a Business Day, the Business Day immediately preceding such 15th
          day.

         

        Distribution
          Date:  The 25th
          day of each
          calendar month after the initial issuance of the Certificates, or if such
          day is
          not a Business Day, the next succeeding Business Day, commencing in
          [                     ]
          200[ ].

         

        Document
          Certification and
          Exception Report:  The report attached to Exhibit F
          hereto.

         

        Due
          Date:  The day of the month on which the Scheduled Payment is
          due on a Mortgage Loan, exclusive of any days of grace.

         

        Due
          Period:  With respect to any Distribution Date, the period
          commencing on the second day of the calendar month preceding the month
          in which
          such Distribution Date occurs and ending on the first day of the calendar
          month
          in which such Distribution Date occurs.

         

        Eligible
          Account:  Either (i) an account maintained with a federal
          or state chartered depository institution or trust company the short-term
          unsecured debt obligations of which (or, in the case of a depository institution
          or trust company that is a subsidiary of a holding company, the short-term
          unsecured debt obligations of such holding company) are rated A-1 by Standard
          &

         


        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        


        Poor’s
          and P-1 by Moody’s (and a comparable rating if another Rating Agency is
          specified by the Depositor by written notice to the Servicer) at the time
          any
          amounts are held on deposit therein, (ii) a trust account or accounts
          maintained with a federal or state chartered depository institution or
          trust
          company acting in its fiduciary capacity or (iii) any other account
          acceptable to each Rating Agency.  Eligible Accounts may bear
          interest, and may include, if otherwise qualified under this definition,
          accounts maintained with the Trust Administrator or the Trustee.

         

        ERISA:  The
          Employee Retirement Income Security Act of 1974, as amended.

         

        ERISA-Restricted
          Certificate:  As specified in the Preliminary
          Statement.

         

        Escrow
          Account:  The Eligible Account or Accounts established and
          maintained pursuant to Section 3.09(b).

         

        Escrow
          Payments:  As defined in Section 3.09(b)
          of this Agreement.

         

        Excess
          Funding
          Amount:  The amount remaining on deposit in the Pre-Funding
          Account at the end of the Pre-Funding Period, exclusive of investment
          income.

         

        Excess
          Loss:  With respect to any Mortgage Loan, the amount of any (i)
          Fraud Loss realized after the Fraud Loss Coverage Termination Date, (ii)
          Special
          Hazard Loss realized after the Special Hazard Coverage Termination Date
          or (iii)
          Deficient Valuation realized after the Bankruptcy Coverage Termination
          Date.

         

        Exchange
          Act:  The Securities Exchange Act of 1934, as amended, and the
          rules and regulations thereunder.

         

        Expense
          Fee
          Rate:  As to each Mortgage Loan, a per annum rate equal to the
          sum of (i) the Master Servicing Fee Rate, (ii) the Servicing Fee Rate and
          (iii) the Custodial Fee Rate (if applicable).

         

        Expense
          Fees:  As to each Mortgage Loan, the sum of the Servicing Fee,
          the Master Servicing Fee and the Custodial Fee (if applicable).

         

        FDIC:  The
          Federal Deposit Insurance Corporation, or any successor thereto.

         

        Final
          Recovery
          Determination:  With respect to any defaulted Mortgage Loan or
          any REO Property (other than a Mortgage Loan or REO Property purchased
          by the
          Originator as contemplated by this Agreement), a determination made by
          the
          Servicer that all Insurance Proceeds, Condemnation Proceeds, Liquidation
          Proceeds and other payments or recoveries which the Servicer, in its reasonable
          good faith judgment, expects to be finally recoverable in respect thereof
          have
          been so recovered.  The Servicer shall maintain records, prepared by a
          Servicing Officer, of each Final Recovery Determination made thereby and
          deliver
          a certificate of a Servicing Officer evidencing such determination to the
          Master
          Servicer.

         


        
          
            
            

          

          
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        Final
          Scheduled Distribution
          Date:  The Final Scheduled Distribution Date for each Class of
          Certificates is the Distribution Date occurring in
          [                 ]
          20[  ].

         

        Fitch:  Fitch,
          Inc.  If Fitch is designated as a Rating Agency in the Preliminary
          Statement, for purposes of Section 10.05(b)
          the address for notices to Fitch shall be Fitch, Inc., One State Street
          Plaza,
          New York, New York 10004, Attention:  Residential Mortgage
          Pass-Through Group, or such other address as Fitch may hereafter furnish
          to the
          Depositor, the Servicer, the Master Servicer, the Trust Administrator and
          the
          Trustee.

         

        Form
          8-K Disclosure
          Information:  As defined in Section
          4.07(a)(iii).

         

        Formula
          Rate: With
          respect to each Class of LIBOR Certificates, the lesser of (a) the Base
          Rate for
          such Class and (b) the related [Base Rate].

         

        Fraud
          Loan:  A Liquidated Loan as to which a Fraud Loss has
          occurred.

         

        Fraud
          Loss Coverage
          Amount:  As of the Closing Date, $[__________] subject to
          reduction from time to time by the aggregate amount of Fraud Losses that
          would
          have been previously allocated to the Subordinate Certificates in the absence
          of
          the Loss Allocation Limitation since the Cut-off Date.  In addition,
          such Fraud Loss Coverage Amount will be reduced on August 1, 2010, to an
          amount
          equal to $[__________] less the aggregate amount of Fraud Losses that would
          have
          been previously allocated to the Subordinate Certificates in the absence
          of the
          Loss Allocation Limitation since the Cut-off Date and (c) after the earlier
          to
          occur of the Cross-Over Date and August 1, 2012, to zero.

         

        Fraud
          Loss Coverage
          Termination Date:  The point in time at which the Fraud Loss
          Coverage Amount is reduced to zero.

         

        Fraud
          Losses:  Realized Losses on Mortgage Loans as to which a loss
          is sustained by reason of a default arising from fraud, dishonesty or
          misrepresentation in connection with the related Mortgage Loan, including
          a loss
          by reason of the denial of coverage under any related Primary Insurance
          Policy
          because of such fraud, dishonesty or misrepresentation as reported by the
          Servicer to the Master Servicer.

         

        Gross
          Margin:  With respect to each Adjustable Rate Mortgage Loan,
          the fixed percentage amount set forth in the related Mortgage Note to be
          added
          to the applicable Index to determine the Mortgage Interest Rate.

         

        Group
          1 Available
          Funds:  As to any Distribution Date, the sum of (a) the
          aggregate amount held in the Collection Account at the close of business
          on the
          Servicer Remittance Date and, without duplication, on deposit in the
          Distribution Account at the close of business of the related Distribution
          Account Deposit Date, attributable to the Group 1 Mortgage Loans net of
          (i) the
          Amount Held for Future Distribution related to the Group 1 Mortgage Loans,
          (ii)
          amounts related to the Group 1 Mortgage Loans permitted to be withdrawn
          from the
          Collection Account pursuant to clauses (i)-(viii) inclusive and clauses
          (ix)(a)(ii), (x) and (xi) of Section 3.10(a), (iii) after giving effect
          to all
          amounts deposited to the Distribution Account from the Collection Account,
          amounts related to each of the Group 1 Mortgage Loans permitted to be
          withdrawn

         


        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        


        from
          the
          Distribution Account pursuant to clauses (i)-(iv) inclusive of Section
          3.10(b)
          each as it relates to the Group 1 Mortgage Loans, and (iv) any amounts
          representing Fair Market Value Excess with respect to a Group 1 Mortgage
          Loan
          received in connection with the termination of the Trust Fund pursuant
          to
          Section 10.01 hereof, (b) the amount of the related Advances related to
          the
          Applicable Fraction of each of the Group 1 Mortgage Loans and (c) in connection
          with each Deleted Mortgage Loan in Loan Group 1, the Purchase Price and
          Substitution Adjustment Amount of each such Mortgage Loan to be deposited
          on the
          related Distribution Account Deposit Date.

         

        Group
          1
          Certificates:  The Class 1-A Certificates.

         

        Group
          1 Mortgage
          Loans:  The Mortgage Loans identified on the Mortgage Loan
          Schedule as Group 1 Mortgage Loans.

         

        Group
          1 Principal
          Balance:  As to any Distribution Date, the aggregate of the
          Scheduled Principal Balance of each Group 1 Mortgage Loan which was an
          Outstanding Mortgage Loan on the Due Date in the month preceding the month
          of
          such Distribution Date.

         

        Group
          2 Available
          Funds:  As to any Distribution Date, the sum of (a) the
          aggregate amount held in the Collection Account at the close of business
          on the
          Servicer Remittance Date and, without duplication, on deposit in the
          Distribution Account at the close of business of the related Distribution
          Account Deposit Date, attributable to each of the Group 2 Mortgage Loans
          net of
          (i) the Amount Held for Future Distribution related to the Group 2 Mortgage
          Loans, (ii) amounts related to the Group 2 Mortgage Loans permitted to
          be
          withdrawn from the Collection Account pursuant to clauses (i)-(viii) inclusive
          and clauses (ix)(a)(ii), (x) and (xi) of Section 3.10(a), (iii) after giving
          effect to all amounts deposited to the Distribution Account from the Collection
          Account, amounts related to each of the Group 2 Mortgage Loans permitted
          to be
          withdrawn from the Distribution Account pursuant to clauses (i)-(iv) inclusive
          of Section 3.10(b) each as it relates to the Group 2 Mortgage Loans, and
          (iv)
          any amounts representing Fair Market Value Excess with respect to a Group
          2
          Mortgage Loan received in connection with the termination of the Trust
          Fund
          pursuant to Section 10.01 hereof, (b) the amount of the related Advances
          related
          to each of the Group 2 Mortgage Loans and (c) in connection with each Deleted
          Mortgage Loan in Loan Group 2, the Purchase Price and Substitution Adjustment
          Amount of each such Mortgage required to be deposited on the related
          Distribution Account Deposit Date.

         

        Group
          2
          Certificates:  The Class 2-A Certificates.

         

        Group
          2 Mortgage
          Loans:  The Mortgage Loans identified on the Mortgage Loan
          Schedule as Group 2 Mortgage Loans.

         

        Group
          2 Principal
          Balance:  As to any Distribution Date, the aggregate of the
          Scheduled Principal Balance of each Group 2 Mortgage Loan which was an
          Outstanding Mortgage Loan on the Due Date in the month preceding the month
          of
          such Distribution Date.

         

        Group
          3 Available
          Funds:  As to any Distribution Date, the sum of (a) the
          aggregate amount held in the Collection Account at the close of business
          on the
          Servicer Remittance Date and, without duplication, on deposit in the
          Distribution Account at the close of business of the related Distribution
          Account Deposit Date, attributable to the Group 3 Mortgage Loans net of
          (i) the
          Amount Held for Future Distribution related to the Group 3 Mortgage Loans,
          (ii)
          amounts

         


        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        


        related
          to the Group 3 Mortgage Loans permitted to be withdrawn from the Collection
          Account pursuant to clauses (i)-(viii) inclusive and clauses (ix)(a)(ii),
          (x)
          and (xi) of Section 3.10(a), (iii) after giving effect to all amounts deposited
          to the Distribution Account from the Collection Account, amounts related
          to the
          Group 3 Mortgage Loans permitted to be withdrawn from the Distribution
          Account
          pursuant to clauses (i)-(iv) inclusive of Section 3.10(b) each as it relates
          to
          the Group 3 Mortgage Loans, and (iv) any amounts representing Fair Market
          Value
          Excess with respect to a Group 3 Mortgage Loan received in connection with
          the
          termination of the Trust Fund pursuant to Section 10.01 hereof, (b) the
          amount
          of the related Advances related to the Group 3 Mortgage Loans and (c) in
          connection with any Deleted Mortgage Loan in Loan Group 3, the aggregate
          of the
          Purchase Price and Substitution Adjustment Amount of each such Mortgage
          Loan
          required to be deposited on the related Distribution Account Deposit
          Date.

         

        Group
          3
          Certificates:  The Class 3-A Certificates.

         

        Group
          3 Mortgage
          Loans:  The Mortgage Loans identified on the Mortgage Loan
          Schedule as Group 3 Mortgage Loans.

         

        Group
          3 Principal
          Balance:  As to any Distribution Date, the aggregate of the
          Scheduled Principal Balance of each Group 3 Mortgage Loan which was an
          Outstanding Mortgage Loan on the Due Date in the month preceding the month
          of
          such Distribution Date.

         

        Group
          Available
          Funds:  Any of the Group 1 Available Funds, Group 2 Available
          Funds or Group 3 Available Funds, as applicable.

         

        Group
          Balance:  Any of the Group 1 Principal Balance, Group 2
          Principal Balance or Group 3 Principal Balance, as applicable.

         

        Group
          Subordinate
          Amount:  For any Distribution Date and Loan Group, an amount
          equal to the aggregate Stated Principal Balance of the Mortgage Loans in
          that
          Loan Group as of the Due Date in the month prior to the month of such
          Distribution Date and the amount in the related Pre-Funding Account as
          of the
          first day of the Due Period, minus the aggregate Class Certificate Balance
          of
          the related Senior Certificates immediately prior to such Distribution
          Date.

         

        High
          Cost Mortgage
          Loan:  A Mortgage Loan classified as (a) a “high cost”
loan under the Home Ownership and Equity Protection Act of 1994,
          (b) a
“high cost,” “threshold,” “covered” or “predatory” loan under any other
          applicable state, federal or local law (or a similarly classified loan
          using
          different terminology under a law imposing heightened regulatory scrutiny
          or
          additional legal liability for residential Mortgage Loans having high interest
          rates, points and/or fees) or (c) a High Cost Loan or Covered Loan as defined
          in
          the Standard & Poor’s LEVELS® Glossary attached as Exhibit P (the
“Glossary”)
          where (x)
          a “High Cost Loan” is each loan identified in the column “Category under
          applicable anti-predatory lending law” of the table entitled “Standard &
Poor’s High Cost Loan Categorization” in the Glossary as each such loan is
          defined in the applicable anti-predatory lending law of the State or
          jurisdiction specified in such table and (y) “Covered Loan” is each loan
          identified in the column “Category under applicable anti-predatory lending law”
of the table entitled “Standard & Poor’s High Covered

         


        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        


        Loan
          Categorization” in the Glossary as each such loan is defined in the applicable
          anti-predatory lending law of the State of jurisdiction specified in such
          table.

         

        Index:  As
          to each Adjustable Rate Mortgage Loan, the index from time to time in effect
          for
          the adjustment of the Mortgage Interest Rate set forth as such on the related
          Mortgage Note.

         

        Initial
          Cut-off
          Date:  [      ] 1, 200[
          ].

         

        Initial
          Mortgage
          Loans:  The Mortgage Loans included in the Trust as of the
          Closing Date.

         

        Initial
          Mortgage Loan
          Schedule:  The schedule of Initial Mortgage Loans included in
          the Trust as of the Closing Date.

         

        Initial
          Mortgage Interest
          Rate Cap:  With respect to each Adjustable Rate Mortgage Loan,
          the absolute maximum amount set forth in a provision of each Mortgage Note
          by
          which the Mortgage Interest Rate therein may increase or decrease on the
          first
          Adjustment Date above or below the Mortgage Interest Rate previously in
          effect.

         

        Insurance
          Policy:  With respect to any Mortgage Loan included in the
          Trust Fund, any insurance policy, including all riders and endorsements
          thereto
          in effect, including any replacement policy or policies for any Insurance
          Policies.

         

        Insurance
          Proceeds:  The proceeds of any title policy, hazard policy or
          other insurance policy covering a Mortgage Loan, to the extent such proceeds
          are
          not to be applied to the restoration of the related Mortgaged Property
          or
          released to the mortgagor in accordance with the procedures that the Servicer
          would follow in servicing Mortgage Loans held for its own account, subject
          to
          the terms and conditions of the related mortgage note and Mortgage.

         

        Interest
          Accrual
          Period:  With respect to each Class of Certificates and REMIC I
          Regular Interests and REMIC II Regular Interests and any Distribution Date,
          the
          period from and including the first day of the month immediately preceding
          the
          month in which such Distribution Date occurs, commencing
          [        ] 1, 200[  ], to and
          including the last day of such immediately preceding month, on the basis
          of a
          360-day year consisting of twelve 30-day months.

         

        Investment
          Account:  As defined in Section 3.12(a).

         

        Issuing
          Entity:  SunTrust
          [                  ]
          Trust, Series 200[ ]-[ ].

         

        Late
          Collections:  With respect to any Mortgage Loan and any Due
          Period, all amounts received after the Remittance Date immediately following
          such Due Period, whether as late payments of Scheduled Payments or as Insurance
          Proceeds, Condemnation Proceeds, Liquidation Proceeds or otherwise, which
          represent late payments or collections of principal and/or interest due
          (without
          regard to any acceleration of payments under the related Mortgage and Mortgage
          Note) but delinquent for such Due Period and not previously
          recovered.

         


        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        


        Lifetime
          Rate
          Cap:  The provision of each Mortgage Note related to an
          Adjustable Rate Mortgage Loan which provides for an absolute maximum Mortgage
          Interest Rate thereunder.  The Mortgage Interest Rate during the terms
          of each Adjustable Rate Mortgage Loan shall not at any time exceed the
          Mortgage
          Interest Rate at the time of origination of such Adjustable Rate Mortgage
          Loan
          by more than the amount per annum set forth on the Mortgage Loan
          Schedule.

         

        Liquidated
          Mortgage
          Loan:  With respect to any Distribution Date, a defaulted
          Mortgage Loan (including any REO Property) which was liquidated in the
          calendar
          month preceding the month of such Distribution Date and as to which the
          Servicer
          has certified (in accordance with this Agreement) that it has received
          all
          amounts it expects to receive in connection with the liquidation of such
          Mortgage Loan including the final disposition of any
          REO Property.

         

        Liquidation
          Event:  With respect to any Mortgage Loan, any of the following
          events:  (i) such Mortgage Loan is paid in full; (ii) a
          Final Recovery Determination is made as to such Mortgage Loan; or
          (iii) such Mortgage Loan is removed from coverage under this Agreement by
          reason of its being purchased, sold or replaced pursuant to or as contemplated
          by this Agreement.  With respect to any REO Property, either of the
          following events:  (i) a Final Recovery Determination is made as
          to such REO Property; or (ii) such REO Property is removed from coverage
          under this Agreement by reason of its being purchased pursuant to this
          Agreement.

         

        Liquidation
          Proceeds:  The amounts, other than Insurance Proceeds,
          Condemnation Proceeds or those received following the acquisition of REO
          Property, received in connection with the liquidation of a defaulted Mortgage
          Loan, whether through the sale or assignment of such Mortgage Loan, trustee’s
          sale, foreclosure sale or otherwise.

         

        Loan
          Group:  Any of Loan Group 1, Loan Group 2 or Loan Group 3, as
          applicable.

         

        Loan
          Group
          1:  Those Mortgage Loans identified on the Mortgage Loan
          Schedule as Loan Group 1 Mortgage Loans.

         

        Loan
          Group
          2:  Those Mortgage Loans identified on the Mortgage Loan
          Schedule as Loan Group 2 Mortgage Loans.

         

        Loan
          Group 3: Those
          Mortgage Loans identified on the Mortgage Loan Schedule as Loan Group 3
          Mortgage
          Loans.

         

        Loan-to-Value
          Ratio or
          LTV:  With respect to any Mortgage Loan, the ratio (expressed
          as a percentage) of the original outstanding principal amount of the Mortgage
          Loan (or, in the case of a second-lien Mortgage Loan, the combined original
          outstanding principal amount of such Mortgage Loan and any first-lien mortgage
          loan on the same Mortgaged Property) as of the Cut-off Date (unless otherwise
          indicated), to either (a) if the Mortgage Loan was made to finance the
          acquisition of the related Mortgaged Property, the least of (i) the
          purchase price of the Mortgaged Property, or (ii) the Appraisal Value of
          the Mortgaged Property at origination, or (b) if the Mortgage Loan was a
          refinancing or modification, the Appraisal Value of the Mortgaged Property
          at
          the time of the refinancing or modification.

         


        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        


        London
          Business
          Day:  Any day on which dealings in deposits of United States
          dollars are transacted in the London interbank market.

         

        Loss
          Allocation
          Limitation:  As defined in Section 4.03(c) hereof.

         

        Master
          Servicer:  As of the Closing Date,
          [                                           ]
          and thereafter, its respective successors in interest who meet the
          qualifications of this Agreement.  As long as a Master Servicer is
          required under this Agreement, the Master Servicer and the Trust Administrator
          shall at all times be the same Person.

         

        Master
          Servicer Event of
          Termination:  One or more of the events described in Section
          7.01(c).

         

        Master
          Servicing
          Fee:  With respect to each Mortgage Loan and any Distribution
          Date, an amount equal to the product of (i) one twelfth of the Master Servicing
          Fee Rate, and (ii) the Stated Principal Balance of such Mortgage Loan as
          of the
          first day of the calendar month preceding the month in which such Distribution
          Date occurs.

         

        Master
          Servicing Fee
          Rate:  0.[    ]% per annum; provided,
          however, if SunTrust Mortgage, Inc. has been removed as Servicer or has
          resigned
          as Servicer, and in either such case if a master servicer is no longer
          required
          hereunder, then the Master Servicing Fee Rate shall be 0.0000% per
          annum.

         

        Master
          Servicing
          Officer: Any employee of the Master Servicer involved in, or responsible
          for, the administration and servicing of the Mortgage Loans, whose name
          and
          specimen signature appear on a list of Master Servicing Officers furnished
          by
          the Master Servicer to the Trustee, the Trust Administrator, the Servicer
          and
          the Depositor on the Closing Date, as such list may from time to time be
          amended.

         

        Maximum
          Mortgage Interest
          Rate: With respect to an Adjustable Rate Mortgage Loan, the specified
          maximum mortgage rate over the life of such mortgage loan; with respect
          to a
          Mortgage Loan with a fixed rate, the Mortgage Interest Rate.

         

        MERS:  As
          defined in Section 2.01.

         

        MERS
          Mortgage
          Loan:  Mortgage Loans for which (a) the Originator has
          designated or will designate MERS as, and has taken or will take such action
          as
          is necessary to cause MERS to be, the mortgagee of record, as nominee for
          the
          Originator, in accordance with MERS Procedure Manual and (b) the Originator
          has designated or will designate the Trustee as the Investor on the MERS®
System.

         

        MERS
          Procedure
          Manual:  The MERS Procedures Manual, as it may be amended,
          supplemented or otherwise modified from time to time.

         

        MERS®
          System:  MERS mortgage electronic registry system, as more
          particularly described in the MERS Procedures Manual.

         


        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        


        MIN:  [to
          come]

         

        Minimum
          Mortgage Interest
          Rate:  With respect to an Adjustable Rate Mortgage Loan, the
          specified minimum mortgage rate over the life of such mortgage loan; with
          respect to a Mortgage Loan with a fixed rate, the Mortgage Interest
          Rate.

         

        MOM
          Loan:  [to come]

         

        Monthly
          Statement:  The statement made available to the
          Certificateholders pursuant to Section 4.03.

         

        Moody’s:  Moody’s
          Investors Service, Inc.  If Moody’s is designated as a Rating Agency
          in the Preliminary Statement, for purposes of Section 10.05(b)
          the address for notices to Moody’s shall be Moody’s Investors Service, Inc., 99
          Church Street, New York, New York 10007, Attention:  Residential
          Mortgage Pass-Through Group, or such other address as Moody’s may hereafter
          furnish to the Depositor, the Servicer, the Master Servicer, the Trust
          Administrator and the Trustee.

         

        Mortgage:  The
          mortgage, deed of trust or other instrument identified on the Mortgage
          Loan
          Schedule as securing a Mortgage Note.

         

        Mortgage
          File:  The items pertaining to a particular Mortgage Loan
          contained in either the Servicing File or Custodial File.

         

        Mortgage
          Interest
          Rate:  The annual rate of interest borne on a Mortgage Note
          with respect to each Mortgage Loan.

         

        Mortgage
          Loan:  An individual Mortgage Loan which is the subject of this
          Agreement, which Mortgage Loan includes, without limitation, the Mortgage
          File,
          the Custodial File, the Servicing File, the Scheduled Payments, Principal
          Prepayments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds,
          REO Disposition proceeds, Prepayment Premiums and all other rights,
          benefits, proceeds and obligations arising from or in connection with such
          Mortgage Loan, excluding replaced or repurchased Mortgage Loans.  The
          Initial Mortgage Loans subject to this Agreement are identified on the
          Initial
          Mortgage Loan Schedule annexed hereto as Schedule I and have an aggregate
          Stated
          Principal Balance as of the Initial Cut-off Date of
          $_______________.  The Subsequent Mortgage Loans subject to this
          Agreement will be identified on each Subsequent Mortgage Loan Schedule
          to be
          annexed hereto as Schedule I on each Subsequent Transfer Date.

         

        Mortgage
          Loan
          Documents:  The mortgage loan documents pertaining to each
          Mortgage Loan.

         

        Mortgage
          Loan
          Schedule:  The Initial Mortgage Loan Schedule and any
          Subsequent Mortgage Loan Schedule attached hereto as Schedule I, which
          schedules
          shall set forth by Loan Group the following information with respect to
          each
          Mortgage Loan in such Loan Group :

         


        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        


        (i)           the
          Mortgagor’s name and the Originator’s Mortgage Loan identifying
          number;

         

        (ii)          the
          street address of the Mortgaged Property including the state and zip
          code;

         

        (iii)         a
          code indicating whether the Mortgaged Property is owner-occupied;

         

        (iv)         the
          number and type of residential dwelling constituting the Mortgaged Property
          (i.e., a single family residence, a 2-4 family residence, a unit in a
          condominium project or a unit in a planned unit development, manufactured
          housing);

         

        (v)          the
          original months to maturity;

         

        (vi)         the
          Loan-to-Value Ratio, at origination;

         

        (vii)        the
          Mortgage Interest Rate in effect immediately following the Cut-off
          Date;

         

        (viii)       the
          date on which the first monthly payment was due on the Mortgage
          Loan;

         

        (ix)          the
          stated maturity date of such Mortgage Loan;

         

        (x)           the
          amount of the monthly payment (a) at origination and (b) due on the first
          Due
          Date after the Cut-off Date;

         

        (xi)          the
          last Due Date on which a monthly payment was actually applied to the unpaid
          Stated Principal Balance;

         

        (xii)         the
          original principal amount of the Mortgage Loan as of the date of
          origination;

         

        (xiii)        the
          Stated Principal Balance of the Mortgage Loan as of the close of business
          on the
          Cut-off Date;

         

        (xiv)        with
          respect to each Adjustable Rate Mortgage Loan, the Applicable Index and
          Gross
          Margin;

         

        (xv)         a
          code indicating the purpose of the Mortgage Loan (i.e., purchase financing,
          rate/term refinancing, cash-out refinancing);

         

        (xvi)        with
          respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage Interest
          Rate;

         

        (xvii)       with
          respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Interest
          Rate;

         


        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        


        


         

        (xviii)      the
          Mortgage Interest Rate at origination;

         

        (xix)         with
          respect to each Adjustable Rate Mortgage Loan, the Periodic Mortgage Interest
          Rate Cap and the Initial Mortgage Interest Rate Cap;

         

        (xx)          a
          code indicating the documentation program;

         

        (xxi)         with
          respect to each Adjustable Rate Mortgage Loan, the first Adjustment Date
          immediately following the Cut-off Date and the Adjustment Date
          frequency;

         

        (xxii)        the
          value of the Mortgaged Property used to calculate the LTV for the related
          Mortgage Loan;

         

        (xxiii)       the
          sale price of the Mortgaged Property, if applicable;

         

        (xxiv)       the
          Originator’s risk grade;

         

        (xxv)        the
          actual interest “paid to date” of the Mortgage Loan as of the Cut-off
          Date;

         

        (xxvi)       the
          number of years any Prepayment Premium is in effect;

         

        (xxvii)      the
          loan type (i.e.  fixed, adjustable; 2/28, 3/27, etc.);

         

        (xxviii)     the
          actual unpaid principal balance of the Mortgage Loan as of the Cut-off
          Date;

         

        (xxix)        a
          code indicating the applicable Loan Group;

         

        (xxx)         a
          code indicating whether the Mortgage Loan is a MERS Designated Mortgage
          Loan
          and, if so, its corresponding mortgage identification number; and

         

        (xxxi)        a
          code indicating whether the Mortgage Loan is subject to a Prepayment Premium,
          if
          any.

         

        The
          Mortgage Loan Schedule shall set forth the following information with respect
          to
          the Mortgage Loans in the aggregate as of the Cut-off Date:  (1) the
          number of Mortgage Loans; (2) the current principal balance of the Mortgage
          Loans; (3) the weighted average Mortgage Interest Rate of the Mortgage
          Loans;
          and (4) the weighted average maturity of the Mortgage Loans.  The
          Mortgage Loan Schedule shall set forth the aggregate Stated Principal Balance
          of
          the Mortgage Loans.  The Mortgage Loan Schedule shall be amended from
          time to time by the Depositor in accordance with the provisions of this
          Agreement.  With respect to any Qualified Substitute Mortgage Loan,
          the Cut-off Date shall refer to the related Cut-off Date for such Mortgage
          Loan,
          determined in accordance with the definition of Cut-off Date
          herein.

         

        Mortgage
          Note:  The note or other evidence of the indebtedness of a
          Mortgagor under a Mortgage Loan.

         


        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        


        


         

        Mortgaged
          Property:  The real property (or leasehold estate, if
          applicable) identified on the Mortgage Loan Schedule as securing repayment
          of
          the debt evidenced by a Mortgage Note.

         

        Mortgagor:  The
          obligor(s) on a Mortgage Note.

         

        Net
          Liquidation
          Proceeds:  With respect to a defaulted Mortgage Loan, all
          Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds net of
          amounts
          reimbursable to the Servicer for related Advances, Servicing Advances and
          Servicing Fees.

         

        Net
          Prepayment Interest
          Shortfall:  For any Distribution Date, the amount by which the
          sum of the Prepayment Interest Shortfalls exceeds the sum of the Compensating
          Interest payments made on such Distribution Date.

         

        Nonrecoverable
          Advance: Any P&I Advance or Servicing Advance previously made or
          proposed to be made by the Servicer in respect of a Mortgage Loan which,
          in the
          good faith judgment of the Servicer, will not, or, in the case of a proposed
          Advance, would not, be ultimately recoverable by the Servicer from related
          late
          collections, Insurance Proceeds, Liquidation Proceeds or proceeds from
          the
          disposition of any REO Property. To the extent that any Mortgagor is not
          obligated under the related Mortgage documents to pay or reimburse any
          portion
          of any Servicing Advances that are outstanding with respect to the related
          Mortgage Loan as a result of a modification of such Mortgage Loan by the
          Servicer, which forgives amounts which the Servicer had previously advanced,
          and
          the Servicer determines that no other source of payment or reimbursement
          for
          such advances is available to it, such Servicing Advances shall be deemed
          to be
          Nonrecoverable Advances. The determination by the Servicer that it has
          made a
          Nonrecoverable Advance or that any proposed Advance would constitute a
          Nonrecoverable Advance, shall be evidenced by an Officer’s Certificate delivered
          to the Depositor and the Master Servicer.

         

        Notice
          of Final
          Distribution:  The notice to be provided pursuant to Section 9.02
          to
          the effect that final distribution on any of the Certificates shall be
          made only
          upon presentation and surrender thereof.

         

        Offered
          Certificates:  As defined in the Preliminary
          Statement.

         

        Officer’s
          Certificate:  A certificate signed by an officer of the
          Servicer with responsibility for the servicing of the Mortgage Loans required
          to
          be serviced by the Servicer and listed on a list delivered to the Trustee
          or
          Trust Administrator, as applicable, pursuant to this Agreement.

         

        Opinion
          of
          Counsel:  A written opinion of counsel, who may be in-house
          counsel for the Servicer or a Subservicer, the Master Servicer, the Originator
          or the Depositor, reasonably acceptable to the Trustee and the Trust
          Administrator; provided, that any Opinion of Counsel relating to
          (a) qualification of any Trust REMIC as a REMIC or (b) compliance with
          the REMIC Provisions, must be (unless otherwise stated in such Opinion
          of
          Counsel) an opinion of counsel who (i) is in fact independent of the
          Servicer of the Mortgage Loans, (ii) does not have any material direct or
          indirect financial interest in the Servicer of the Mortgage Loans or in
          an
          affiliate of either and (iii) is not connected with the Servicer of the
          Mortgage Loans as an officer, employee, director or person performing similar
          functions.

         


        
          
            
            

          

          
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        Optional
          Termination
          Date:  Any Distribution Date when the aggregate Stated
          Principal Balance of the Mortgage Loans, as of the last day of the related
          Due
          Period, is equal to [  ]% or less of the Aggregate Collateral Balance
          that has been designated as an Optional Termination Date by the
          Servicer.

         

        [Optional
          Termination
          Price:  An amount equal to the greater of: (a) the sum of (i)
          the aggregate outstanding Principal Balance of each Mortgage Loan, plus
          accrued
          interest at the applicable Loan Rate, (ii) any costs and damages incurred
          by the
          Trust in connection with a violation of any applicable federal, state or
          local
          predatory or abusive lending law, (iii) the lesser of (A) the fair market
          value
          of all other property being purchased and (B) the unpaid Principal Balance
          of
          the related Mortgage Loan that was secured by such property and (iv) any
          unreimbursed Servicing Advances, unreimbursed expenses and any unpaid fees
          due
          to the Servicer, the Master Servicer, the Trust Administrator and the Trustee
          for the related Distribution Date and (b) the sum of (i) the Certificate
          Principal Balance of the Certificates with interest due thereon (including
          Accrued Certificate Interest), (ii) any costs and damages incurred by the
          Trust
          in connection with a violation of any federal, state or local predatory
          or
          abusive lending laws, (iii) any unreimbursed Servicing Advances, unreimbursed
          expenses and any unpaid fees due to the Servicer, the Master Servicer,
          the Trust
          Administrator and the Trustee.][Under review by E&Y]

         

        Original
          Certificate
          Principal Balance:  With respect to any Class of Certificates,
          the Certificate Principal Balance thereof on the Closing Date.

         

        Originator:  SunTrust
          Mortgage, Inc.

         

        OTS:  Office
          of Thrift Supervision, and any successor thereto.

         

        Outstanding:  With
          respect to the Certificates as of any date of determination, all Certificates
          theretofore executed and authenticated under this Agreement except:

         

        (i)           Certificates
          theretofore canceled by the Trustee or the Trust Administrator or delivered
          to
          the Trustee or the Trust Administrator for cancellation; and

         

        (ii)           Certificates
          in exchange for which or in lieu of which other Certificates have been
          executed
          and delivered by the Trustee or the Trust Administrator pursuant to this
          Agreement.

         

        Outstanding
          Mortgage
          Loan:  As of any Due Date, a Mortgage Loan with a Stated
          Principal Balance greater than zero which was not the subject of a Principal
          Prepayment in Full prior to such Due Date and which did not become a Liquidated
          Mortgage Loan prior to such Due Date.

         

        Ownership
          Interest:  As to any Residual Certificate, any ownership
          interest in such Certificate including any interest in such Certificate
          as the
          Holder thereof and any other interest therein, whether direct or indirect,
          legal
          or beneficial.

         


        
          
            
            

          

          
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        P&I
          Advance:  As to any Mortgage Loan or REO Property, any advance
          made by the Servicer in respect of any Remittance Date representing the
          aggregate of all payments of principal and interest, net of the Servicing
          Fee,
          that were due during the related Due Period on the first lien Mortgage
          Loans and
          that were delinquent on the related Determination Date, plus certain amounts
          representing assumed payments not covered by any current net income on
          the
          Mortgaged Properties acquired by foreclosure or deed in lieu of foreclosure
          as
          determined pursuant to Section 4.01.

         

        Pass-Through
          Rate:  For any Distribution Date: (1) with respect to each
          Class of Offered Certificates as provided in the Preliminary Statement;
          (2) in
          the case of any REMIC I Regular Interest, the Uncertificated REMIC I
          Pass-Through Rate as provided in the Preliminary Statement; and (3) in
          the case
          of any REMIC II Regular Interest, the Uncertificated REMIC II Pass-Through
          Rate
          as provided in the Preliminary Statement.

         

        PCAOB:  The
          Public Company Accounting Oversight Board.

         

        Percentage
          Interest:  As to any Certificate, the percentage interest
          evidenced thereby in distributions required to be made on the related Class,
          such percentage interest being set forth on the face thereof or equal to
          the
          percentage obtained by dividing the Denomination of such Certificate by
          the
          aggregate of the Denominations of all Certificates of the same
          Class.

         

        Periodic
          Mortgage Interest
          Rate Cap:  With respect to each Adjustable Rate Mortgage Loan,
          the absolute maximum amount set forth in a provision of each Mortgage Note
          by
          which the Mortgage Interest Rate therein may increase or decrease on an
          Adjustment Date (other than the first Adjustment Date) above or below the
          Mortgage Interest Rate previously in effect.  The Periodic Mortgage
          Interest Rate Cap for each Adjustable Rate Mortgage Loan is the rate set
          forth
          on the Mortgage Loan Schedule.

         

        Permitted
          Investments:  At any time, any one or more of the following
          obligations and securities:

         

        (a)           obligations
          of the United States or any agency thereof, provided such obligations are
          backed
          by the full faith and credit of the United States;

         

        (b)           general
          obligations of or obligations guaranteed by any state of the United States
          or
          the District of Columbia receiving the highest long-term debt rating of
          each
          Rating Agency, or such lower rating as will not result in the downgrading
          or
          withdrawal of the ratings then assigned to the Certificates by either Rating
          Agency;

         

        (c)           commercial
          or finance company paper which is then receiving the highest commercial
          or
          finance company paper rating of each Rating Agency, or such lower rating
          as will
          not result in the downgrading or withdrawal of the ratings then assigned
          to the
          Certificates by either Rating Agency;

         

        (d)           certificates
          of deposit, demand or time deposits, or bankers’ acceptances issued by any
          depository institution or trust company incorporated under the laws of
          the
          United States or of any state thereof and subject to supervision and examination
          by

         


        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        


        federal
          and/or state banking authorities, provided that the commercial paper and/or
          long
          term unsecured debt obligations of such depository institution or trust
          company
          are then rated in one of the two highest long-term and the highest short-term
          ratings of each Rating Agency for such securities, or such lower ratings
          as will
          not result in the downgrading or withdrawal of the rating then assigned
          to the
          Certificates by either Rating Agency;

         

        (e)           demand
          or time deposits or certificates of deposit issued by any bank or trust
          company
          or savings institution to the extent that such deposits are fully insured
          by the
          FDIC and are then rated in the highest long-term and the highest short-term
          ratings of each Rating Agency for such securities, or such lower ratings
          as will
          not result in the downgrading or withdrawal of the ratings then assigned
          to the
          Certificates by either Rating Agency;

         

        (f)           guaranteed
          reinvestment agreements issued by any bank, insurance company or other
          corporation containing, at the time of the issuance of such agreements,
          such
          terms and conditions as will not result in the downgrading or withdrawal
          of the
          rating then assigned to the Certificates by either Rating Agency;

         

        (g)           repurchase
          obligations with respect to any security described in clauses (a) and (b)
          above,
          in either case entered into with a depository institution or trust company
          (acting as principal) described in clause (d) above;

         

        (h)           securities
          (other than stripped bonds, stripped coupons or instruments sold at a purchase
          price in excess of 115% of the face amount thereof) bearing interest or
          sold at
          a discount issued by any corporation incorporated under the laws of the
          United
          States or any state thereof which, at the time of such investment, have
          the
          highest rating of each Rating Agency, or such lower rating as will not
          result in
          the downgrading or withdrawal of the rating then assigned to the Certificates
          by
          either Rating Agency, as evidenced by a signed writing delivered by each
          Rating
          Agency;

         

        (i)           units
          of a taxable money market portfolio having the highest rating assigned
          by each
          Rating Agency and restricted to obligations issued or guaranteed by the
          United
          States of America or entities whose obligations are backed by the full
          faith and
          credit of the United States of America and repurchase agreements collateralized
          by such obligations;

         

        (j)           any
          mutual fund, money market fund, common trust fund or other pooled investment
          vehicle, the assets of which are limited to instruments that otherwise
          would
          constitute Permitted Investments hereunder, including any such fund that
          is
          managed by the Trust Administrator or Master Servicer or any affiliate
          of the
          Trust Administrator or Master Servicer or for which the Trust Administrator
          or
          Master Servicer or any affiliate of the Trust Administrator or Master Servicer
          acts as an adviser as long as such fund is rated in the highest rating
          category
          by each Rating Agency, if so rated; and

         


        
          
            
            

          

          
            32

            
              

            

          

          
            
            

          

        


        (k)           such
          other investments bearing interest or sold at a discount acceptable to
          each
          Rating Agency as will not result in the downgrading or withdrawal of the
          rating
          then assigned to the Certificates by either Rating Agency, as evidenced
          by a
          signed writing delivered by each Rating Agency;

         

        provided
          that no
          instrument described hereunder shall (a) evidence the right to receive
          only
          interest with respect to the obligations underlying such instrument, (b)
          be sold
          or disposed of before its maturity or (c) be any obligation of the Servicer
          or
          any of its Affiliates.  Any Permitted Investment shall be relatively
          risk free and no options or voting rights shall be exercised with respect
          to any
          Permitted Investment.  Any Permitted Investment shall be sold or
          disposed of in accordance with Statement of Financial Accounting Standards
          No.
          140, paragraph 35c(6), in effect as of the Closing Date.

         

        Permitted
          Transferee:  Any Person other than (i) the United States,
          any State or political subdivision thereof, or any agency or instrumentality
          of
          any of the foregoing, (ii) a foreign government, international organization
          or any agency or instrumentality of either of the foregoing, (iii) an
          organization (except certain farmers’ cooperatives described in Section 521
          of the Code) which is exempt from tax imposed by Chapter 1 of the Code
          (including the tax imposed by Section 511 of the Code on unrelated business
          taxable income) on any excess inclusions (as defined in Section 860E(c)(1)
          of the Code) with respect to any Residual Certificate, (iv) rural electric
          and telephone cooperatives described in Section 1381(a)(2)(C) of the Code,
          (v) a Person that is not a U.S. Person or a U.S. Person with respect to
          whom income from a Residual Certificate is attributable to a foreign permanent
          establishment or fixed base (within the meaning of an applicable income
          tax
          treaty) of such Person or any other U.S. Person, (vi) an “electing large
          partnership” within the meaning of Section 775 of the Code and
          (vii) any other Person so designated by the Depositor based upon an Opinion
          of Counsel that the Transfer of an Ownership Interest in a Residual Certificate
          to such Person may cause any Trust REMIC to fail to qualify as a REMIC
          or cause
          any Trust REMIC or any person having an ownership interest in the Residual
          Certificates to incur a liability for any federal tax imposed under the
          Code
          that would not be imposed other than as a result of such transfer at any
          time
          that the Certificates are outstanding.  The terms “United States,”
“State” and “international organization” shall have the meanings set forth in
          Section 7701 of the Code or successor provisions.  A corporation
          will not be treated as an instrumentality of the United States or of any
          State
          or political subdivision thereof for these purposes if all of its activities
          are
          subject to tax and, with the exception of Freddie Mac, a majority of its
          board
          of directors is not selected by such government unit.

         

        Person:  Any
          individual, corporation, partnership, joint venture, association, limited
          liability company, joint-stock company, trust, unincorporated organization
          or
          government, or any agency or political subdivision thereof.

         

        Physical
          Certificates:  As specified in the Preliminary
          Statement.

         

        Pool
          1
          Subaccount:  A subaccount of the Pre-Funding Account that
          contains funds to be used to purchase Subsequent Mortgage Loans for Group
          1.

         


        
          
            
            

          

          
            33

            
              

            

          

          
            
            

          

        


        


         

        Pool
          2
          Subaccount:  A subaccount of the Pre-Funding Account that
          contains funds to be used to purchase Subsequent Mortgage Loans for Group
          2.

         

        Pool
          3
          Subaccount:  A subaccount of the Pre-Funding Account that
          contains funds to be used to purchase Subsequent Mortgage Loans for Group
          3.

         

        Pre-Funding
          Account:  The account established by the Trust Administrator
          for the benefit of Certificateholders, which consists of the Pool 1 Subaccount,
          the Pool 2 Subaccount and the Pool 3 Subaccount, into which the Seller
          is
          required to deposit or cause to be deposited an amount equal to $_____________,
          $______________ and $______________, respectively, on the Closing
          Date.

         

        Pre-Funding
          Period:  The period from Closing Date through and including
          [                ],
          200[ ], during which the Seller may transfer Subsequent Mortgage Loans
          to the
          Trust.

         

        Prepayment
          Interest
          Shortfall:  With respect to any Remittance Date, the sum of,
          for each Mortgage Loan that was the subject of a Principal Prepayment in
          Full
          during the related Prepayment Period, an amount equal to the product of
          (a) the Mortgage Interest Rate net of the Servicing Fee Rate for such
          Mortgage Loan, with respect to the Servicer’s obligation in respect of any
          Prepayment Interest Shortfall, or the sum of the Servicing Fee Rate and
          the
          Master Servicing Fee Rate, with respect to the Master Servicer’s obligation in
          respect of any Prepayment Interest Shortfall, (b) the amount of the
          Principal Prepayment for such Mortgage Loan, (c) 1/360 and (d) the
          number of days commencing on the date on which such Principal Prepayment
          was
          applied and ending on the last day of the related Prepayment
          Period.

         

        Prepayment
          Period:  With respect to any Distribution Date, the calendar
          month prior to such Distribution Date.

         

        Prepayment
          Premium:  Any prepayment premium, penalty or charge collected
          by the Servicer with respect to a Mortgage Loan from a Mortgagor in connection
          with any voluntary Principal Prepayment in Full pursuant to the terms of
          the
          related Mortgage Note.

         

        Principal
          Prepayment:  Any partial payment or other recovery of principal
          on a Mortgage Loan (including upon liquidation of a Mortgage Loan) which
          is
          received in advance of its scheduled Due Date, excluding any Prepayment
          Premium
          and which is not accompanied by an amount of interest representing scheduled
          interest due on any date or dates in any month or months subsequent to
          the month
          of prepayment.

         

        Principal
          Prepayment in
          Full:  Any Principal Prepayment made by a Mortgagor of the
          entire principal balance of a Mortgage Loan.

         

        Private
          Certificates:  As defined in the Preliminary
          Statement.

         

        Proprietary
          Lease:  The lease on a Cooperative Unit evidencing the
          possessory interest of the owner of the Cooperative Shares in such Cooperative
          Unit.

         


        
          
            
            

          

          
            34

            
              

            

          

          
            
            

          

        


        


         

        Prospectus
          Supplement:  The Prospectus Supplement, dated
          [                      ],
          200[ ], relating to the Offered Certificates.

         

        PUD:  A
          planned unit development.

         

        Purchase
          Agreement:  The Mortgage Loan Purchase Agreement, dated as of
          [           ] 1, 200[ ]
          by and between the Seller and the Depositor.

         

        Qualified
          Substitute
          Mortgage Loan:  A Mortgage Loan substituted by the Originator
          for a Deleted Mortgage Loan which must, on the date of such substitution,
          as
          confirmed in a Request for Release, substantially in the form of Exhibit J, (i)
          have an outstanding Stated Principal Balance (or in the case of a substitution
          of more than one Mortgage Loan for a Deleted Mortgage Loan, an aggregate
          Stated
          Principal Balance), not in excess of, and not more than 5% less than, the
          Principal Balance of the Deleted Mortgage Loan; (ii) have a Mortgage Interest
          Rate not less than the Mortgage Interest Rate of the Deleted Mortgage Loan
          and
          not more than 1% in excess of the Mortgage Rate of such Deleted Mortgage
          Loan;
          (iii) in the case of any Adjustable Rate Mortgage Loan, have a Maximum
          Mortgage
          Interest Rate and Minimum Mortgage Interest Rate not less than the respective
          rate for the Deleted Mortgage Loan, have a Gross Margin equal to or greater
          than
          the Deleted Mortgage Loan and have the same Adjustment Date frequency as
          the
          Deleted Mortgage Loan; (iv) have the same Due Date as the Deleted Mortgage
          Loan;
          (v) have a remaining term to maturity not more than one year earlier and
          not
          later than the remaining term to maturity of the Deleted Mortgage Loan;
          (vi)
          comply with each representation and warranty as to the Mortgage Loans set
          forth
          in the Mortgage Loan Purchase Agreement (deemed to be made as of the date
          of
          substitution); (vii) have been underwritten or re-underwritten by the Originator
          in accordance with the same underwriting criteria and guidelines as the
          Mortgage
          Loans being replaced; (viii) be of the same or better credit quality as
          the
          Mortgage Loan being replaced, (ix) be a first lien mortgage loan if the
          Deleted
          Mortgage Loan is a first lien mortgage loan and (x) comply with each
          representation and warranty set forth in Section 2.03.

         

        Rating
          Agency:  Each of the Rating Agencies specified in the
          Preliminary Statement.  If such organization or a successor is no
          longer in existence, “Rating Agency” shall be such nationally recognized
          statistical rating organization, or other comparable Person, as is designated
          by
          the Depositor, notice of which designation shall be given to the
          Trustee.  References herein to a given rating or rating category of a
          Rating Agency shall mean such rating category without giving effect to
          any
          modifiers.  For purposes of Section 10.05(c),
          the addresses for notices to each Rating Agency shall be the address specified
          therefor in the definition corresponding to the name of such Rating Agency,
          or
          such other address as either such Rating Agency may hereafter furnish to
          the
          Depositor and the Servicer.

         

        Realized
          Loss:  With respect to each Mortgage Loan that is a Liquidated
          Loan, an amount (not less than zero or more than the Scheduled Principal
          Balance
          of the Mortgage Loan) as of the date of such liquidation equal to (i) the
          unpaid
          principal balance of the Liquidated Loan as of the date of such liquidation,
          plus (ii) interest at the Net Mortgage Rate from the Due Date as to which
          interest was last paid or advanced (and not reimbursed) to Certificateholders
          up
          to the Due Date in the month in which Liquidation Proceeds are required
          to be
          distributed on the Scheduled Principal Balance of such Liquidated Loan,
          minus
          (iii) the Liquidation Proceeds, if any, received

         


        
          
            
            

          

          
            35

            
              

            

          

          
            
            

          

        


        during
          the month in which such liquidation occurred, to the extent applied as
          recoveries of interest at the Net Mortgage Rate and to principal of the
          Liquidated Loan.  With respect to each Mortgage Loan which has become
          the subject of a Deficient Valuation, if the principal amount due under
          the
          related Mortgage Note has been reduced, the difference between the principal
          balance of the Mortgage Loan outstanding immediately prior to such Deficient
          Valuation and the principal balance of the Mortgage Loan as reduced by
          the
          Deficient Valuation.

         

        Realized
          Loss
          Percentage:  For purposes of the Servicer Termination Test and
          the Servicer Enhanced Review Test, the percentage produced by the following
          calculation: (i) (a) the aggregate amount of cumulative Realized Losses
          incurred
          on the Mortgage Loans since the Cut-off Date through the last day of the
          related
          Due Period, minus (b) any amount received with respect to Realized Losses
          on the
          Mortgage Loans subsequent to a Final Recovery Determination being made
          with
          respect to the Mortgage Loans, divided by (ii) the aggregate Stated Principal
          Balance of the Mortgage Loans as of the Cut-off Date; provided however,
          that for
          purposes of this definition, the term “Realized Losses” shall not include Debt
          Service Reductions or Deficient Valuations.

         

        Recognition
          Agreement:  An Agreement among a Cooperative Corporation, a
          lender and a Mortgagor with respect to a Cooperative Loan whereby such
          parties
          (i) acknowledge that such lender may make, or intends to make, such Cooperative
          Loan and (ii) make certain agreements with respect to such Cooperative
          Loan.

         

        Record
          Date:  With respect to the Offered Certificates, the close of
          business on the Business Day immediately preceding the related Distribution
          Date, for so long as such Certificates are Book-Entry Certificates; and
          with
          respect to all Definitive or Physical Certificates, the Record Date shall
          be the
          close of business on the last Business Day of the calendar month immediately
          preceding the related Distribution Date.

         

        Reference
          Bank:  As defined in Section 4.04.

         

        Regulation
          AB:  Subpart 229.1100 - Asset Backed Securities (Regulation
          AB), 17 C.F.R. §§229.1100 - 229.1123, as such may be amended from time to time,
          and subject to such clarification and interpretation as have been provided
          by
          the Commission in the adopting release (Asset Backed Securities, Securities
          Act
          Release No. 33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the
          staff
          of the Commission, or as may be provided by the Commission or its staff
          from
          time to time.

         

        Relevant
          Servicing
          Criteria:  The Servicing Criteria applicable to the various
          parties, as set forth on Exhibit S attached
          hereto.  For clarification purposes, multiple parties can have
          responsibility for the same Servicing Criteria.

         

        Relief
          Act Interest
          Shortfall:  With respect to any Distribution Date and any
          Mortgage Loan, any reduction in the amount of interest collectible on such
          Mortgage Loan for the most recently ended Due Period as a result of the
          application of the Servicemembers Civil Relief Act, as amended, or any
          similar
          state statutes.

         


        
          
            
            

          

          
            36

            
              

            

          

          
            
            

          

        


        REMIC:  A
          “real estate mortgage investment conduit” within the meaning of
          Section 860D of the Code.

         

        REMIC I
          Regular
          Interest:  Any of the separate non-certificated beneficial
          ownership interests in REMIC I issued hereunder and designated as a regular
          interest in REMIC I for purposes of the REMIC Provisions.  Each REMIC
          I Regular Interest shall accrue interest at the related Uncertificated
          REMIC I
          Pass-Through Rate in effect from time to time, and shall be entitled to
          distributions of principal, subject to the terms and conditions hereof,
          in an
          aggregate amount equal to its initial Uncertificated Balance as set forth
          in the
          Preliminary Statement hereto.  The designations for the respective
          REMIC I Regular Interests are set forth in the Preliminary Statement
          hereto.

         

        REMIC II
          Regular
          Interests:  Any of the separate non-certificated beneficial
          ownership interests in REMIC II issued hereunder and designated as a regular
          interest in REMIC II for purposes of the REMIC Provisions.  Each REMIC
          II Regular Interest shall accrue interest at the related Uncertificated
          REMIC II
          Pass-Through Rate in effect from time to time, and shall be entitled to
          distributions of principal, subject to the terms and conditions hereof,
          in an
          aggregate amount equal to its initial Uncertificated Balance as set forth
          in the
          Preliminary Statement hereto.  The designations for the respective
          REMIC II Regular Interests are set forth in the Preliminary Statement
          hereto.

         

        REMIC
          Provisions:  Provisions of the federal income tax law relating
          to real estate mortgage investment conduits, which appear at Sections 860A
          through 860G of Subchapter M of Chapter 1 of the Code, and related provisions,
          and regulations promulgated thereunder, as the foregoing may be in effect
          from
          time to time as well as provisions of applicable state laws.

         

        REMIC
          Uncertificated
          Pass-Through Rate: The Uncertificated REMIC I Pass-Through Rate or
          the Uncertificated REMIC II Pass-Through Rate.

         

        Remittance
          Date:  With respect to any Distribution Date, no later than
          12:00 PM, Central Time on the 20th
          day of the month
          in which such Distribution Date occurs or, if the 20th
          day of the month
          is not a Business Day, then the Business Day immediately preceding the
          20th
          day of the month
          in which such Distribution Date occurs.

         

        REO
          Disposition:  The final sale by the Servicer of any REO
          Property.

         

        REO
          Imputed
          Interest:  As to any REO Property, for any period, an amount
          equivalent to interest (at the Mortgage Interest Rate net of the Servicing
          Fee
          Rate that would have been applicable to the related Mortgage Loan had it
          been
          outstanding) on the unpaid principal balance of the Mortgage Loan as of
          the date
          of acquisition thereof (as such balance is reduced pursuant to Section 3.15 by
          any income from the REO Property treated as a recovery of
          principal).

         

        REO
          Property:  A Mortgaged Property acquired by the Trust Fund
          through foreclosure or deed-in-lieu of foreclosure in connection with a
          defaulted Mortgage Loan.

         

        Reporting
          Date:  The 18th day of each calendar month or the immediately
          preceding Business Day if the 18th
          is not a Business
          Day.

         


        
          
            
            

          

          
            37

            
              

            

          

          
            
            

          

        


        


         

        Reporting
          Servicer:  As defined in Section
          4.07(a)(iv)(A).

         

        Reportable
          Event:  As defined in Section
          4.07(a)(iii).

         

        Repurchase
          Price:  With respect to any Mortgage Loan, an amount equal to
          the sum of (i) the unpaid principal balance of such Mortgage Loan as of the
          date of repurchase, (ii) unpaid and unadvanced interest on such unpaid
          principal balance of such Mortgage Loan at the Mortgage Interest Rate from
          the
          last date through which interest has been paid and distributed to the Trust
          Administrator to the date of repurchase, (iii) all unreimbursed P&I
          Advances and Servicing Advances and (iv) all expenses incurred by the
          Servicer, the Trust, the Trust Administrator or the Trustee, as the case
          may be,
          in respect of a breach or defect, including, without limitation,
          (a) expenses arising out of the Servicer’s, the Trust Administrator’s, the
          Trustee’s, as the case may be, enforcement of the Originator’s repurchase
          obligation, to the extent not included in clause (iii), and (b) any costs
          and damages incurred by the Trust in connection with any violation by such
          Mortgage Loan of any predatory lending law or abusive lending law.

         

        Request
          for
          Release:  The Request for Release submitted by the Servicer to
          the Custodian, substantially in the form of Exhibit J.

         

        Required
          Recordation
          States:  [to come]

         

        Residual
          Certificates:  As specified in the Preliminary
          Statement.

         

        Responsible
          Officer:  When used with respect to the Trustee means any
          officer in the Corporate Trust Office with direct responsibility for the
          administration of this Agreement and any other officer to whom a particular
          matter is referred because of such officer’s knowledge of and familiarity with
          the particular subject; and when used with respect to the Trust Administrator
          means any vice president, any assistant vice president, any assistant secretary,
          any assistant treasurer, any associate or any other officer of the Trustee
          or
          the Trust Administrator customarily performing functions similar to those
          performed by any of the above designated officers who at such time shall
          be
          officers to whom, with respect to a particular matter, such matter is referred
          because of such officer’s knowledge of and familiarity with the particular
          subject and who shall have direct responsibility for the administration
          of this
          Agreement.

         

        Rolling
          Three-Month
          Delinquency Rate: With respect to the Mortgage Loans and any Distribution
          Date, the weighted average of the Delinquency Rates for each of the three
          (or
          one and two, in the case of the first and second Distribution Dates) immediately
          preceding calendar months.

         

        Rule 144A
          Letter:  As defined in Section 5.02(b).

         

        Sarbanes-Oxley
          Certification:  A written certification signed by an officer of
          the Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as
          amended
          from time to time, and (ii) the February 21, 2003 Statement by the Staff
          of the
          Division of Corporation Finance of the Securities and Exchange Commission
          Regarding Compliance by Asset-Backed Issuers with Exchange Act Rules 13a-14
          and
          15d-14, as in effect from time to time; provided that if, after the

         


        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        


        Closing
          Date (a) the Sarbanes-Oxley Act of 2002 is amended, (b) the Statement referred
          to in clause (ii) is modified or superseded by any subsequent statement,
          rule or
          regulation of the Securities and Exchange Commission or any statement of
          a
          division thereof, or (c) any future releases, rules and regulations are
          published by the Securities and Exchange Commission from time to time pursuant
          to the Sarbanes-Oxley Act of 2002, which in any such case affects the form
          or
          substance of the required certification and results in the required
          certification being, in the reasonable judgment of the Servicer, materially
          more
          onerous than the form of the required certification as of the Closing Date,
          the
          Sarbanes-Oxley Certification shall be as agreed to by the Servicer and
          the
          Depositor following a negotiation in good faith to determine how to comply
          with
          any such new requirements.

         

        Scheduled
          Payment:  The scheduled monthly payment on a Mortgage Loan due
          on any Due Date allocable to principal and/or interest on such Mortgage
          Loan
          which, unless otherwise specified herein, shall give effect to any related
          Debt
          Service Reduction and any Deficient Valuation that affects the amount of
          the
          monthly payment due on such Mortgage Loan.

         

        Securities
          Act:  The Securities Act of 1933, as amended.

         

        Security
          Agreement:
          With respect to a Cooperative Loan, the agreement or mortgage creating
          a
          security interest in favor of the originator of the Cooperative Loan in
          the
          related Cooperative Shares.

         

        Seller:  SunTrust
          Mortgage, Inc., and its successors and assigns.

         

        Senior
          Certificates:  As specified in the Preliminary
          Statement.

         

        Senior
          Final Distribution
          Date:  With respect to any Group, the Distribution Date on
          which the respective Certificate Principal Balances of the Senior Certificates
          in each such Group have each been reduced to zero.

         

        Senior
          Optimal Principal
          Amount:  For any Distribution Date and any Loan Group, the sum
          for all Mortgage Loans contributing to such Loan Group of (i) the Senior
          Percentage of: (a) the principal portion of each Scheduled Payment (without
          giving effect, prior to the Bankruptcy Coverage Termination Date, to any
          reductions thereof caused by any Debt Service Reductions or Deficient
          Valuations) due on each such Mortgage Loan on the related Due Date, (b)
          the
          principal portion of the Purchase Price of each such Mortgage Loan that
          was
          repurchased by the Transferor pursuant to this Agreement as of such Distribution
          Date, (c) the Substitution Adjustment Amount in connection with any Deleted
          Mortgage Loan contributing to such Loan Group received with respect to
          such
          Distribution Date and (d) any Liquidation Proceeds (including Insurance
          Proceeds) allocable to recoveries of principal of Mortgage Loans related
          to such
          Loan Group that are not yet Liquidated Loans received during the calendar
          month
          preceding the month of such Distribution Date, (ii) with respect to each
          such
          Mortgage Loan that became a Liquidated Loan during the calendar month preceding
          the month of such Distribution Date, the lesser of (a) the Senior Percentage
          of
          the Scheduled Principal Balance of such Mortgage Loan, or (b) either (A)
          the
          Senior Prepayment Percentage, or (B) if an Excess Loss was sustained with
          respect to such Liquidated Loan during such prior calendar month, the
          Senior

         


        
          
            
            

          

          
            39

            
              

            

          

          
            
            

          

        


        Percentage
          of the amount of the Liquidation Proceeds allocable to principal received
          with
          respect to such Mortgage Loan, (iii) the Senior Prepayment Percentage of
          the sum
          of (a) all Principal Prepayments in Full received on the Mortgage Loans
          contributing to such Loan Group during the related Prepayment Period and
          (b) all
          partial Principal Prepayments on the Mortgage Loans contributing to such
          Loan
          Group applied during the related Prepayment Period, and (iv) with respect
          to any
          Distribution Date prior to the Cross-Over Date only, the Senior Prepayment
          Percentage of the Recoveries for such Loan Group received during the related
          Prepayment Period; provided, however,
          that if a
          Bankruptcy Loss that is an Excess Loss is sustained with respect to such
          Mortgage Loan that is not a Liquidated Loan, the Senior Optimal Principal
          Amount
          will be reduced on the related Distribution Date by the Senior Percentage
          of the
          principal portion of such Bankruptcy Loss.

         

        Senior
          Percentage:  As to any Distribution Date and Certificate Group,
          the lesser of (a) 100% and (b) the percentage equivalent of a fraction
          the
          numerator of which is the aggregate of the Certificate Principal Balances
          of
          each Class of Senior Certificates in such Certificate Group immediately
          preceding such Distribution Date and the denominator of which is the aggregate
          of the Scheduled Principal Balance of each Mortgage Loan contributing to
          the
          related Loan Group for such Distribution Date.

         

        Senior
          Prepayment
          Percentage:  With respect to any Certificate Group and any
          Distribution Date during the seven years beginning on the first Distribution
          Date, 100%.  The Senior Prepayment Percentage for any Certificate
          Group and any Distribution Date occurring on or after the seventh anniversary
          of
          the first Distribution Date will, except as provided herein, be as
          follows:  for any Distribution Date in the first year thereafter, the
          Senior Percentage for such Certificate Group plus 70% of the related Subordinate
          Percentage for such Certificate Group for such Distribution Date; for any
          Distribution Date in the second year thereafter, the Senior Percentage
          for such
          Certificate Group plus 60% of the related Subordinate Percentage for such
          Certificate Group for such Distribution Date; for any Distribution Date
          in the
          third year thereafter, the Senior Percentage for such Certificate Group
          plus 40%
          of the related Subordinate Percentage for such Certificate Group for such
          Distribution Date; for any Distribution Date in the fourth year thereafter,
          the
          Senior Percentage for such Certificate Group plus 20% of the related Subordinate
          Percentage for such Certificate Group for such Distribution Date; and for
          any
          Distribution Date thereafter, the Senior Percentage for such Certificate
          Group
          for such Distribution Date (unless on any Distribution Date the Senior
          Percentage for any Certificate Group exceeds the initial Senior Percentage
          for
          such Certificate Group, in which case the Senior Prepayment Percentage
          for each
          Certificate Group for such Distribution Date will once again equal
          100%).  Notwithstanding the foregoing, no decrease in the Senior
          Prepayment Percentage for any Certificate Group will occur unless both
          of the
          related Senior Stepdown Conditions are satisfied; provided, however,
          that if on
          any Distribution Date the Senior Prepayment Percentage is not permitted
          to
          decrease because one or both of the related Senior Stepdown Conditions
          are not
          satisfied, such Senior Stepdown Conditions shall be tested on each succeeding
          Distribution Date and if both Senior Stepdown Conditions are satisfied
          the
          Senior Prepayment Percentage for that Certificate Group shall decrease;
          and
provided, further,
          that upon
          the occurrence of a decrease in the Senior Prepayment Percentage for any
          Certificate Group during one of the periods described in the definition
          of
“Senior Stepdown Conditions,” such decrease shall remain in effect for the
          remainder of such period.

         


        
          
            
            

          

          
            40

            
              

            

          

          
            
            

          

        


        


         

        Notwithstanding
          the preceding paragraph, if (x) prior to the Distribution Date in
          [_______________], the Subordinate Percentage for a Certificate Group is
          at
          least 200% of that Subordinate Percentage as of the Closing Date, the Senior
          Stepdown Conditions are satisfied with respect to the related Loan Group
          and
          cumulative Realized Losses with respect to the related Loan Group do not
          exceed
          20% of the aggregate Certificate Principal Balance of the Subordinated
          Certificates as of the Closing Date, the related Senior Prepayment Percentage
          for the related Certificates will equal the related Senior Percentage for
          that
          Distribution Date plus 50% of the related Subordinate Percentage and (y)
          on or
          after the Distribution Date in [_______________], the Subordinate Percentage
          for
          a Certificate Group is at least 200% of that Subordinate Percentage as
          of the
          Closing Date, the Senior Stepdown Conditions are satisfied with respect
          to the
          related Loan Group and cumulative Realized Losses with respect to the related
          Loan Group do not exceed 30% of the aggregate Certificate Principal Balance
          of
          the Subordinated Certificates as of the Closing Date, the Senior Prepayment
          Percentage for that Loan Group will equal the Senior Percentage.

         

        Senior
          Stepdown
          Conditions:  With respect to any Certificate Group, as of the
          last day of the month preceding the applicable Distribution Date as to
          which any
          decrease in the Senior Prepayment Percentage for such Certificate Group
          applies,
          (i) the aggregate Scheduled Principal Balance of all of the Mortgage Loans
          delinquent 60 days or more (including delinquent Mortgage Loans in bankruptcy,
          and all Mortgage Loans in foreclosure and REO Properties), as a percentage
          of
          the aggregate Certificate Principal Balance of the Subordinate Certificates
          on
          such Distribution Date, does not equal or exceed 50% and (ii) cumulative
          Realized Losses with respect to all of the Mortgage Loans do not exceed
          (a) with
          respect to the Distribution Date on the seventh anniversary of the first
          Distribution Date, 30% of the Original Subordinate Principal Balance, (b)
          with
          respect to the Distribution Date on the eighth anniversary of the first
          Distribution Date, 35% of the related Original Subordinate Principal Balance,
          (c) with respect to the Distribution Date on the ninth anniversary of the
          first
          Distribution Date, 40% of the related Original Subordinate Principal Balance,
          (d) with respect to the Distribution Date on the tenth anniversary of the
          first
          Distribution Date, 45% of the related Original Subordinate Principal Balance
          and
          (e) with respect to the Distribution Date on the eleventh anniversary of
          the
          first Distribution Date, 50% of the related Original Subordinate Principal
          Balance.

         

        Servicer:  SunTrust
          Mortgage, Inc., and if a successor servicer is appointed hereunder, such
          successor servicer.

         

        Servicer
          Enhanced Review
          Test:  With respect to any Distribution Date, the Servicer will
          fail the Servicer Enhanced Review Test if both (i) the outstanding rating
          by
          [Moody’s] of SunTrust Mortgage, Inc. as a servicer of residential Mortgage Loans
          is not  “SQ2” or better (including any +/- designation), and (ii) the
          Realized Loss Percentage for the Mortgage Loans exceeds the applicable
          percentages set forth below:

         


        
          
            
            

          

          
            41

            
              

            

          

          
            
            

          

        


        


         

        
          	
                            
                    Distribution
                    Date Occurring In

                   

                	
                    Percentage

                   

                
	
                  December
                    2007 through November 2008

                	
                  [   ]%

                
	
                  December
                    2008 through November 2009

                	
                  [   ]%

                
	
                  December
                    2009 through November 2010

                	
                  [   ]%

                
	
                  December
                    2010 through November 2011

                	
                  [   ]%

                
	
                  December
                    2011 through November 2012

                  December
                    2012 and thereafter

                   

                	
                  [   ]%

                  [   ]%

                   

                


        

         

        Servicer
          Event of
          Default:  One or more of the events described in Section
          7.01(a).

         

        Servicer
          Prepayment Payment
          Amounts:  As defined in Section
          3.07(a).

         

        Servicer
          Remittance
          Report:  As defined in Section 4.03(d).

         

        Servicing
          Advances:
          All reasonable and customary unanticipated “out of pocket” costs and expenses
          incurred in the performance by the Servicer of its servicing obligations,
          including, but not limited to, the cost of (i) the preservation, restoration
          and
          protection of the Mortgaged Property, (ii) any enforcement or judicial
          proceedings, including foreclosures, (iii) the management and liquidation
          of the
          REO Property, including reasonable fees paid to any independent contractor
          in
          connection therewith, and (iv) compliance with the obligations under Sections
          3.01, 3.09, 3.13 and 3.15 hereunder; provided however, that such obligation
          with
          respect to any related Mortgage Loan shall cease if the Servicer determines,
          in
          its sole discretion, that Servicing Advances with respect to such Mortgage
          Loan
          are or would be Nonrecoverable Advances.

         

        Servicing
          Criteria:  The criteria set forth in paragraph (d) of Item 1122
          of Regulation AB, as such may be amended from time to time.

         

        Servicing
          Fee:  With respect to each Mortgage Loan and any Distribution
          Date, an amount equal to the product of (i) one-twelfth of the Servicing
          Fee Rate, and (ii) the Stated Principal Balance of such Mortgage Loan as of
          the first day of the calendar month preceding the month in which such
          Distribution Date occurs.  Such fee shall be payable monthly, and
          shall be pro rated for any portion of a month during which the Mortgage
          Loan is
          serviced by the Servicer under this Agreement.  The Servicing Fee is
          payable solely from the interest portion (including recoveries with respect
          to
          interest from Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds
          and proceeds received with respect to REO Properties, to the extent permitted
          by
Section 3.11) of
          such Scheduled Payment collected by the Servicer or as otherwise provided
          under
Section 3.11.

         

        Servicing
          Fee
          Rate:  With respect to each Mortgage Loan, 0.50% per
          annum.

         

        Servicing
          File:  With respect to each Mortgage Loan, the file retained by
          the Servicer consisting of originals or copies of all documents in the
          Mortgage
          File which are not delivered to the Custodian in the Custodial File and
          copies
          of the Mortgage Loan Documents set forth in Exhibit K
          hereto.

         


        
          
            
            

          

          
            42

            
              

            

          

          
            
            

          

        


        Servicing
          Function
          Participant:  Any Subservicer or Subcontractor of a Servicer,
          the Master Servicer, the Trustee, the Custodian or the Trust Administrator,
          respectively.

         

        Servicing
          Officer:  Any officer of the Servicer involved in, or
          responsible for, the administration and servicing of the Mortgage Loans
          whose
          name and facsimile signature appear on a list of servicing officers furnished
          to
          the Trustee, the Master Servicer, the Trust Administrator and the Depositor
          by
          the Servicer on the Closing Date pursuant to this Agreement, as such list
          may
          from time to time be amended.

         

        Servicing
          Transfer
          Costs: All reasonable out-of-pocket costs and expenses (including all
          extraordinary expenses) incurred by the Master Servicer in connection with
          the
          transfer of servicing from a terminated Servicer, including, without limitation,
          any such costs or expenses associated with the complete transfer of all
          servicing data and the completion, correction or manipulation of such servicing
          data as may be required by the Master Servicer to correct any errors or
          insufficiencies in the servicing data or otherwise to enable the Master
          Servicer
          (or any successor Servicer appointed pursuant to Section 7.02) to
          service the Mortgage Loans properly and effectively.

         

        Similar
          Law:  As defined in Section
          5.02.

         

        Six-Month
          LIBOR
          Index:  With respect to each applicable Adjustable Rate
          Mortgage Loan, the rate as determined on the basis of rates at which six-month
          U.S. dollar deposits are offered to prime banks in the London interbank
          market
          on such date as provided in the related Mortgage Note.

         

        Special
          Hazard Coverage
          Termination Date:  The point in time at which the Special
          Hazard Loss Coverage Amount is reduced to zero.

         

        Special
          Hazard
          Loss:  Any Realized Loss as reported by the Servicer to the
          Master Servicer suffered by a Mortgaged Property on account of direct physical
          loss but not including (i) any loss of a type covered by a hazard insurance
          policy or a flood insurance policy required to be maintained with respect
          to
          such Mortgaged Property pursuant to Section 3.11 to the extent of the amount
          of
          such loss covered thereby, or (ii) any loss caused by or resulting
          from:

         

        (a)           normal
          wear and tear;

         

        (b)           fraud,
          conversion or other dishonest act on the part of the Trustee, the Trust
          Administrator, the Servicer, the Master Servicer or any of their agents
          or
          employees (without regard to any portion of the loss not covered by any
          errors
          and omissions policy);

         

        (c)           errors
          in design, faulty workmanship or faulty materials, unless the collapse
          of the
          property or a part thereof ensues and then only for the ensuing
          loss;

         

        (d)           nuclear
          or chemical reaction or nuclear radiation or radioactive or chemical
          contamination, all whether controlled or uncontrolled, and whether such
          loss
          be

         


        
          
            
            

          

          
            43

            
              

            

          

          
            
            

          

        


        direct
          or
          indirect, proximate or remote or be in whole or in part caused by, contributed
          to or aggravated by a peril covered by the definition of the term “Special
          Hazard Loss”;

         

        (e)           hostile
          or warlike action in time of peace and war, including action in hindering,
          combating or defending against an actual, impending or expected
          attack:

         

        (i)           by
          any government or sovereign power, de jure or de facto, or by any authority
          maintaining or using military, naval or air forces; or

         

        (ii)           by
          military, naval or air forces; or

         

        (iii)           by
          an agent of any such government, power, authority or forces;

         

        (f)           any
          weapon of war employing nuclear fission, fusion or other radioactive force,
          whether in time of peace or war; or

         

        (g)           insurrection,
          rebellion, revolution, civil war, usurped power or action taken by governmental
          authority in hindering, combating or defending against such an occurrence,
          seizure or destruction under quarantine or customs regulations, confiscation
          by
          order of any government or public authority or risks of contraband or illegal
          transportation or trade.

         

        Special
          Hazard Loss Coverage
          Amount:  With respect to each Group and any Distribution Date,
          $[__________] less (i) the aggregate amount of Special Hazard Losses that
          would
          have been previously allocated to the Subordinate Certificates in the absence
          of
          the Loss Allocation Limitation and (ii) the related Adjustment Amount as
          of the
          most recent anniversary of [     ] 1, 200[
          ].  As of any Distribution Date on or after the Cross-Over Date, the
          Special Hazard Loss Coverage Amount shall be zero.

         

        All
          principal balances for the purpose of this definition will be calculated
          as of
          the first day of the calendar month preceding the month of such Distribution
          Date after giving effect to Scheduled Payments on the Mortgage Loans then
          due,
          whether or not paid.

         

        Special
          Hazard Mortgage
          Loan:  A Liquidated Loan as to which a Special Hazard Loss has
          occurred.

         

        Standard
&
          Poor’s:  Standard & Poor’s, a division of
          The McGraw-Hill Companies, Inc.  If Standard & Poor’s is
          designated as a Rating Agency in the Preliminary Statement, for purposes
          of
Section 10.05(b)
          the address for notices to Standard & Poor’s shall be Standard & Poor’s,
          55 Water Street, New York, New York 10041, Attention:  Residential
          Mortgage Surveillance Group -
          [         ], or such other address
          as Standard & Poor’s may hereafter furnish to the Depositor, the Servicer,
          the Master Servicer, the Trust Administrator and the Trustee.

         

        Start-up
          Day:  As defined in Section
          11.01(b).

         

        Stated
          Principal
          Balance:  As to each Mortgage Loan and as of any date of
          determination, (i) the principal balance of the Mortgage Loan at the
          Cut-off Date after giving effect to payments

         


        
          
            
            

          

          
            44

            
              

            

          

          
            
            

          

        


        of
          principal due on or before such date, minus (ii) all amounts previously
          remitted to the Trustee with respect to the related Mortgage Loan representing
          payments or recoveries of principal including advances in respect of Scheduled
          Payments of principal; provided, however,
          that the Stated Principal Balance of any second lien Mortgage Loan with
          respect
          to which any portion of a Scheduled Payment is, as of the last day of the
          prior
          Due Period, more than 180 days past due (without giving effect to any grace
          period) is zero.  For purposes of any Distribution Date, the Stated
          Principal Balance of any Mortgage Loan will give effect to any Scheduled
          Payments of principal received by the Servicer on or prior to the related
          Determination Date or advanced by the Servicer for the related Remittance
          Date
          and any unscheduled principal payments and other unscheduled principal
          collections received during the related Prepayment Period.

         

        Subcontractor:  Any
          vendor, subcontractor or other Person that is not responsible for the overall
          servicing of Mortgage Loans but performs one or more discrete functions
          identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans
          under
          the direction or authority of any Servicer (or a Subservicer of any Servicer),
          the Master Servicer, the Trustee, the Custodian or the Trust
          Administrator.

         

        Subordinate
          Balance
          Ratio: As of any date of determination, the ratio among the
          Uncertificated Balances of the Class 1-LS Interest, Class 2-LS Interest
          and
          Class 3-LS Interest equal to the ratio among the Group Subordinate Amounts
          of
          Loan Group 1, Loan Group 2 and Loan Group 3.

         

        Subordinate
          Certificates:  As specified in the Preliminary
          Statement.

         

        Subordinate
          Pass-Through
          Rate:  As defined in the Preliminary Statement.

         

        Subordinate
          Optimal
          Principal Amount:  For any Distribution Date and Loan Group,
          the sum for each Mortgage Loan contributing to such Loan Group of (i) the
          Subordinate Percentage of: (a) the principal portion of each Scheduled
          Payment
          (without giving effect, prior to the Bankruptcy Coverage Termination Date,
          to
          any reductions thereof caused by any Debt Service Reductions or Deficient
          Valuations) due on each such Mortgage Loan on the related Due Date, (b)
          the
          principal portion of the Purchase Price of each such Mortgage Loan that
          was
          repurchased by the Transferor pursuant to this Agreement as of such Distribution
          Date, (c) the Substitution Adjustment Amount in connection with any Deleted
          Mortgage Loan contributing to such Loan Group received with respect to
          such
          Distribution Date and (d) any Liquidation Proceeds (including Insurance
          Proceeds) allocable to recoveries of principal of Mortgage Loans contributing
          to
          such Loan Group that are not yet Liquidated Loans received during the calendar
          month preceding the month of such Distribution Date, (ii) with respect
          to each
          such Mortgage Loan that became a Liquidated Loan during the calendar month
          preceding the month of such Distribution Date, the portion of the amount
          of the
          Liquidation Proceeds allocable to principal received with respect to such
          Mortgage Loan that was not included in clause (ii) of the definition of
“Senior
          Optimal Principal Amount” with respect to such Distribution Date, (iii) the
          Subordinate Prepayment Percentage of the sum of (A) all Principal Prepayments
          in
          full received on the Mortgage Loans contributing to such Loan Group during
          the
          related Prepayment Period and (B) all partial Principal Prepayments on
          the
          Mortgage Loans contributing to such Loan Group applied during the related
          Prepayment Period, and (iv) with respect to any Distribution

         


        
          
            
            

          

          
            45

            
              

            

          

          
            
            

          

        


        Date
          prior to the Cross-Over Date only, the Subordinate Prepayment Percentage
          of the
          Recoveries for such Loan Group received during the related Prepayment Period;
          provided, however,
          that if a
          Bankruptcy Loss that is an Excess Loss is sustained with respect to a Mortgage
          Loan contributing to such Loan Group that is not a Liquidated Loan, the
          Subordinate Optimal Principal Amount will be reduced on the related Distribution
          Date by the Subordinate Percentage of the principal portion of such Bankruptcy
          Loss.

         

        Subordinate
          Percentage:  As to any Distribution Date and any Certificate
          Group, 100% minus the Senior Percentage for such Certificate Group for
          such
          Distribution Date.

         

        Subordinate
          Prepayment
          Percentage:  As to any Distribution Date and any Certificate
          Group, 100% minus the Senior Prepayment Percentage for such Certificate
          Group
          for such Distribution Date, except that, on any Distribution Date after
          the
          Senior Final Distribution Date for any Certificate Group, the Subordinate
          Prepayment Percentage for each such Certificate Group will equal
          100%.

         

        Subordinate
          Principal
          Distribution Amount:  With respect to the Subordinate
          Certificates, the aggregate amount which would be payable as principal
          on the
          Subordinate Certificates from Group 1 Available Funds, Group 2 Available
          Funds
          and Group 3 Available Funds, in the aggregate, after application of Group
          1
          Available Funds, Group 2 Available Funds and Group 3 Available Funds, in
          the
          aggregate, (i) to make payments on the Senior Certificates, in accordance
          with
          Section 4.02(a)(i) items first and second and Section 4.02(d) and (ii)
          to make
          payments of Accrued Certificate Interest to the Subordinate Certificates
          in
          accordance with Section 4.02(a)(i) priority fourth.

         

        Subsequent
          Cut-off
          Date:  With respect to any Subsequent Mortgage Loan, the date
          specified in the related Subsequent Transfer Agreement.

         

        Subsequent
          Mortgage
          Loans:  The Mortgage Loans transferred to the Trust during the
          Pre-Funding Period.

         

        Subsequent
          Transfer
          Agreement:  A Subsequent Transfer Agreement entered into
          between the Seller, the Issuer, the Depositor, the Indenture Trustee and
          the
          Trust Administrator, substantially in the form attached as Exhibit
          [  ].

         

        Subsequent
          Recoveries:  Amounts recovered by the Servicer in respect of a
          Liquidated Mortgage Loan in regard to which a Realized Loss has
          occurred.

         

        Subservicer:  Any
          Person that services Mortgage Loans on behalf of a Servicer, and is responsible
          for the performance (whether directly or through subservicers or Subcontractors)
          of servicing functions required to be performed under this Agreement, any
          related Servicing Agreement or any sub-servicing agreement that are identified
          in Item 1122(d) of Regulation AB.

         

        Subservicing
          Account:  As defined in Section 3.08.

         

        Subservicing
          Agreements:  As defined in Section 3.02(a).

         


        
          
            
            

          

          
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        Substitution
          Adjustment
          Amount:  The meaning ascribed to such term pursuant to Section 2.03(f).

         

        Tax
          Service
          Contract:  As defined in Section 3.09(a).

         

        Termination
          Price:  As defined in Section 9.01.

         

        Transfer:  Any
          direct or indirect transfer or sale of any Ownership Interest in a Residual
          Certificate.

         

        Transfer
          Affidavit:  As defined in Section 5.02(c).

         

        Transferor
          Certificate:  As defined in Section 5.02(b).

         

        Trust:  The
          express trust created hereunder in Section 2.01(c).

         

        Trust
          Administrator:  [                                      ],
          and its successors in interest and, if a successor trust administrator
          is
          appointed hereunder, such successor.

         

        Trust
          Fund:  The corpus of the trust created hereunder consisting of
          (i) the Mortgage Loans and all interest and principal received on or with
          respect thereto after the related Cut-off Date, other than such amounts
          which
          were due on the Mortgage Loans on or before the related Cut-off Date;
          (ii) the Collection Account, the Pre-Funding Accounts and the Certificate
          Account and all amounts deposited therein pursuant to the applicable provisions
          of this Agreement; (iii) property that secured a Mortgage Loan and has been
          acquired by foreclosure, deed-in-lieu of foreclosure or otherwise; and
          (iv) all proceeds of the conversion, voluntary or involuntary, of any of
          the foregoing.

         

        Trust
          REMIC:  Any of REMIC I, REMIC II or REMIC
          III.

         

        Trustee:  [                                     ],  and
          its successors in interest and, if a successor trustee is appointed hereunder,
          such successor.

         

        Uncertificated
          Accrued
          Interest:  With respect to each interest-bearing Regular
          Interest on each Distribution Date, an amount equal to one month’s interest at
          the related Pass-Through Rate on the Uncertificated Balance of such Regular
          Interest.  In the case of each Regular Interest, Uncertificated
          Accrued Interest will be reduced by any Net Prepayment Interest Shortfalls,
          Relief Act Reductions, and the aggregate of the amounts provided in Section
          4.02(b) with respect to Special Hazard Mortgage Loans, Mortgage Loans subject
          to
          a Bankruptcy Loss and Fraud Loans allocated to such Regular Interest as
          provided
          in Section
          4.08.

         

        Uncertificated
          Balance:  With respect to each Regular Interest, the amount of
          such Regular Interest outstanding as of any date of determination.  As
          of the Closing Date, the Uncertificated Balance of each Regular Interest
          shall
          equal the amount set forth in the Preliminary Statement hereto as its initial
          Uncertificated Balance.  On each Distribution Date, the Uncertificated
          Balance of each Regular Interest shall be reduced by all distributions
          of
          principal made on such Regular Interest on such Distribution Date pursuant
          to
Section 4.08
          and,

         


        
          
            
            

          

          
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        if
          and to
          the extent necessary and appropriate, shall be further reduced on such
          Distribution Date by Realized Losses as provided in Section
          4.08.  The Uncertificated Balance of each Regular Interest
          shall never be less than zero.

         

        Undercollateralized
          Group:  With respect to any Certificate Group with respect to
          which, on any Distribution Date, the aggregate Certificate Principal Balance
          of
          the related Senior Certificates related to such Certificate Group (after
          giving
          effect to distributions to be made on such Distribution Date) is greater
          than
          the Group Balance of the related Loan Group for the following Distribution
          Date.

         

        Underwriters’
          Exemption:  Any exemption listed in, and amended by, Prohibited
          Transaction Exemption 2007-05, 72 Fed. Reg. 13130 (2007), or any successor
          exemption.

         

        Underwriting
          Guidelines:  The underwriting guidelines attached to the
          Purchase Agreement.

         

        U.S.
          Person:  (i) A citizen or resident of the United States;
          (ii) a corporation (or entity treated as a corporation for tax purposes)
          created or organized in the United States or under the laws of the United
          States
          or of any State thereof, including, for this purpose, the District of Columbia;
          (iii) a partnership (or entity treated as a partnership for tax purposes)
          organized in the United States or under the laws of the United States or
          of any
          state thereof, including, for this purpose, the District of Columbia (unless
          provided otherwise by future Treasury regulations); (iv) an estate whose
          income is includible in gross income for United States income tax purposes
          regardless of its source; or (v) a trust, if a court within the United
          States is able to exercise primary supervision over the administration
          of the
          trust and one or more U.S. Persons have authority to control all substantial
          decisions of the trust.  Notwithstanding the last clause of the
          preceding sentence, to the extent provided in Treasury regulations, certain
          trusts in existence on August 20, 1996, and treated as U.S. Persons prior
          to such date, may elect to continue to be U.S. Persons.

         

        Voting
          Rights:  The portion of the voting rights of all of the
          Certificates which is allocated to any Certificate.  As of any date of
          determination, (a) 1% of all Voting Rights shall be allocated to the Class
          R (in accordance with their respective Percentage Interests), and (b) the
          remaining Voting Rights shall be allocated among Holders of the remaining
          Classes of Certificates in proportion to the Certificate Principal Balances
          of
          their respective Certificates on such date.

         

        Weighted
          Average Net
          Mortgage Rate: For any Distribution Date and Loan Group, the average of
          the Adjusted Net Mortgage Rates of the Mortgage Loans in that Loan Group,
          weighted on the basis of their respective Scheduled Principal Balances
          as of the
          Due Date in the prior month.

         


        
          
            
            

          

          
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        ARTICLE
          II

        CONVEYANCE
          OF MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES

         

        Section
          2.01.                                Mortgage
          Loans.

         

        (a)           As
          of the Closing Date and concurrently with the execution and delivery of
          this
          Agreement, the Depositor does hereby transfer, assign, set over, deposit
          with
          and otherwise convey to the Trustee, for the benefit of the Certificateholders,
          without recourse, subject to Section 3.01, in trust, all the right, title
          and
          interest of the Depositor in and to the Initial Mortgage Loans.  Such
          conveyance includes, without limitation, the right to all payments of principal
          and interest received on or with respect to the Initial Mortgage Loans
          on and
          after the Initial Cut-off Date (other than payments of principal and interest
          due on or before such date), and all such payments due after such date
          but
          received prior to such date and intended by the related Mortgagors to be
          applied
          after such date together with all of the Depositor’s right, title and interest
          in any REO Property and the proceeds thereof, the Depositor’s rights under any
          Insurance Policies related to the Mortgage Loans, and any and all proceeds
          of
          the foregoing, to have and to hold, in trust.

         

        (b)           In
          connection with the transfer and assignment set forth in clause (a) above,
          the
          Depositor has delivered or caused to be delivered to the Trustee or the
          Custodian on its behalf (or, in the case of the Delay Delivery Mortgage
          Loans,
          will deliver or cause to be delivered to the Trustee or the Custodian on
          its
          behalf within thirty (30) days following the Closing Date) for the benefit
          of
          the Certificateholders the following documents or instruments with respect
          to
          each Mortgage Loan so assigned:

         

        (i)           (A)           the
          original Mortgage Note endorsed by manual or facsimile signature in blank
          in the
          following form: “Pay to the order of ________________, without recourse,” with
          all intervening endorsements showing a complete chain of endorsement from
          the
          originator to the Person endorsing the Mortgage Note (each such endorsement
          being sufficient to transfer all right, title and interest of the party
          so
          endorsing, as noteholder or assignee thereof, in and to that Mortgage Note);
          or

         

        (B)           with
          respect to any lost Mortgage Note, a lost note affidavit from the Seller
          stating
          that the original Mortgage Note was lost or destroyed, together with a
          copy of
          such Mortgage Note;

         

        (ii)           except
          as provided below and for each Mortgage Loan that is not a MERS Mortgage
          Loan,
          the original recorded Mortgage or a copy of such Mortgage certified by
          the
          Seller as being a true and complete copy of the Mortgage, and in the case
          of
          each MERS Mortgage Loan, the original recorded Mortgage, noting the presence
          of
          the MIN of the Mortgage Loans and either language indicating that the Mortgage
          Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if the Mortgage
          Loan
          was not a MOM Loan at origination, the original Mortgage and the assignment
          thereof to MERS, with evidence of recording indicated thereon, or a copy
          of the
          Mortgage certified by the Seller as being a true and complete copy of the
          Mortgage;

         


        
          
            
            

          

          
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        (iii)           in
          the case of a Mortgage Loan that is not a MERS Mortgage Loan, a duly executed
          assignment of the Mortgage, or a copy of such assignment certified by the
          Seller
          as being a true and complete copy of the assignment, in blank (which may
          be
          included in a blanket assignment or assignments), together with, except
          as
          provided below, all interim recorded assignments, or copies of such interim
          assignments certified by the Seller as being true and complete copies of
          the
          interim assignments, of such Mortgage (each such assignment, when duly
          and
          validly completed, to be in recordable form and sufficient to effect the
          assignment of and transfer to the assignee thereof, under the Mortgage
          to which
          the assignment relates); provided that, if the related Mortgage has not
          been
          returned from the applicable public recording office, such assignment of
          the
          Mortgage may exclude the information to be provided by the recording
          office;

         

        (iv)           the
          original or copies of each assumption, modification, written assurance
          or
          substitution agreement, if any;

         

        (v)           either
          the original or duplicate original title policy, or a copy of such title
          policy
          certified by the Seller as being a true and complete copy of the title
          policy
          (including all riders thereto), with respect to the related Mortgaged Property,
          if available, provided that the title policy (including all riders thereto)
          will
          be delivered as soon as it becomes available, and if the title policy is
          not
          available, and to the extent required pursuant to the second paragraph
          below or
          otherwise in connection with the rating of the Certificates, a written
          commitment or interim binder or preliminary report of the title issued
          by the
          title insurance or escrow company with respect to the Mortgaged Property,
          or in
          lieu thereof, an Alternative Title Product or a copy of such Alternative
          Title
          Product certified by the Seller as being a true and complete copy of the
          Alternative Title Product; and

         

        (vi)           in
          the case of a Cooperative Loan, the originals of the following documents
          or
          instruments:

         

        1.           The
          Cooperative Shares, together with a stock power in blank;

         

        2.           The
          executed Security Agreement;

         

        3.           The
          executed Proprietary Lease;

         

        4.           The
          executed Recognition Agreement;

         

        5.           The
          executed UCC-1 financing statement with evidence of recording thereon which
          have
          been filed in all places required to perfect the Seller’s interest in the Coop
          Shares and the Proprietary Lease; and

         

        6.           Executed
          UCC-3 financing statements or other appropriate UCC financing statements
          required by state law, evidencing a complete and unbroken line from the
          mortgagee to the Trustee with evidence of recording thereon (or in a form
          suitable for recordation)

         


        
          
            
            

          

          
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        In
          the
          event that in connection with any Mortgage Loan that is not a MERS Mortgage
          Loan
          the Depositor cannot deliver (a) the original recorded Mortgage or (b)
          all
          interim recorded assignments satisfying the requirements of clause (ii)
          or (iii)
          above, respectively, concurrently with the execution and delivery hereof
          because
          such document or documents have not been returned from the applicable public
          recording office, the Depositor shall promptly deliver or cause to be delivered
          to the Trustee or the Custodian on its behalf such original Mortgage or
          such
          interim assignment, as the case may be, with evidence of recording indicated
          thereon upon receipt thereof from the public recording office, or a copy
          thereof, certified, if appropriate, by the relevant recording office, but
          in no
          event shall any such delivery of the original Mortgage and each such interim
          assignment or a copy thereof, certified, if appropriate, by the relevant
          recording office, be made later than one year following the Closing Date;
          provided, however, in the event the Depositor is unable to deliver or cause
          to
          be delivered by such date each Mortgage and each such interim assignment
          by
          reason of the fact that any such documents have not been returned by the
          appropriate recording office, or, in the case of each such interim assignment,
          because the related Mortgage has not been returned by the appropriate recording
          office, the Depositor shall deliver or cause to be delivered such documents
          to
          the Trustee or the Custodian on its behalf as promptly as possible upon
          receipt
          thereof and, in any event, within 270 days following the Closing Date.
          The
          Depositor shall forward or cause to be forwarded to the Trustee or the
          Custodian
          on its behalf (a) from time to time additional original documents evidencing
          an
          assumption or modification of a Mortgage Loan and (b) any other documents
          required to be delivered by the Depositor or the Servicer to the Trustee.
          In the
          event that the original Mortgage is not delivered and in connection with
          the
          payment in full of the related Mortgage Loan and the public recording office
          requires the presentation of a “lost instruments affidavit and indemnity” or any
          equivalent document, because only a copy of the Mortgage can be delivered
          with
          the instrument of satisfaction or reconveyance, the Servicer shall execute
          and
          deliver or cause to be executed and delivered such a document to the public
          recording office. In the case where a public recording office retains the
          original recorded Mortgage or in the case where a Mortgage is lost after
          recordation in a public recording office, the Depositor shall deliver or
          cause
          to be delivered to the Trustee or the Custodian on its behalf a copy of
          such
          Mortgage certified by such public recording office to be a true and complete
          copy of the original recorded Mortgage.

         

        In
          addition, in the event that in connection with any Mortgage Loan the Depositor
          cannot deliver or cause to be delivered the original or duplicate original
          lender’s title policy (together with all riders thereto), satisfying the
          requirements of clause (v) above, concurrently with the execution and delivery
          hereof because the related Mortgage has not been returned from the applicable
          public recording office, the Depositor shall promptly deliver or cause
          to be
          delivered to the Trustee or the Custodian on its behalf such original or
          duplicate original lender’s title policy (together with all riders thereto) upon
          receipt thereof from the applicable title insurer, but in no event shall
          any
          such delivery of the original or duplicate original lender’s title policy be
          made later than one year following the Closing Date; provided, however,
          in the
          event the Depositor is unable to deliver or cause to be delivered by such
          date
          the original or duplicate original lender’s title policy (together with all
          riders thereto) because the related Mortgage has not been returned by the
          appropriate recording office, the Depositor shall deliver or cause to be
          delivered such documents to the Trustee or the Custodian on its behalf
          as
          promptly as possible upon receipt thereof and, in any event, within 270
          days
          following the Closing Date; provided further, however, that the Depositor
          shall
          not be required to deliver an original or duplicate

         


        
          
            
            

          

          
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        lender’s
          title policy (together with all riders thereto) if the Depositor delivers
          an
          Alternative Title Product in lieu thereof. [Notwithstanding the preceding,
          in
          connection with any Mortgage Loan for which either the original or duplicate
          original title policy has not been delivered to the Trust, if at any time
          during
          the term of this Agreement the parent company of the Seller does not have
          a long
          term senior debt rating of A- or higher from S&P and A- or higher from Fitch
          (if rated by Fitch), then the Depositor shall within 30 days deliver or
          cause to
          be delivered to the Trustee or the Custodian on its behalf (if it has not
          previously done so) a written commitment or interim binder or preliminary
          report
          of the title issued by the title insurance or escrow company with respect
          to the
          Mortgaged Property.]

         

        Subject
          to the immediately following sentence, as promptly as practicable subsequent
          to
          such transfer and assignment, and in any event, within thirty (30) days
          thereafter, the Servicer shall (i) complete each assignment of Mortgage, as
          follows: “[__________________________], as trustee for the holders of the
          SunTrust [____________] Trust, Series 200[__]-[__] Mortgage Backed Pass-Through
          Certificates, Series 200[__]-[__]”, (ii) cause such assignment to be in proper
          form for recording in the appropriate public office for real property records
          and (iii) cause to be delivered for recording in the appropriate public
          office
          for real property records the assignments of the Mortgages to the Trustee,
          except that, with respect to any assignments of Mortgage as to which the
          Servicer has not received the information required to prepare such assignment
          in
          recordable form, the Servicer’s obligation to do so and to deliver the same for
          such recording shall be as soon as practicable after receipt of such information
          and in any event within thirty (30) days after receipt thereof. Notwithstanding
          the foregoing, the Servicer need not cause to be recorded any assignment
          which
          relates to a Mortgage Loan in any state other than the Required Recordation
          States.

         

        In
          the
          case of Mortgage Loans that have been prepaid in full as of the Closing
          Date,
          the Depositor, in lieu of delivering the above documents to the Trustee or the
          Custodian on its behalf, will deposit in the Certificate Account the portion
          of
          such payment that is required to be deposited in the Certificate Account
          pursuant to Section [3.8] hereof.

         

        Notwithstanding
          anything to the contrary in this Agreement, within thirty days after the
          Closing
          Date, the Depositor shall either (i) deliver or cause to be delivered to
          the
          Trustee or the Custodian on its behalf the Mortgage File as required pursuant
          to
          this Section 2.1 for each Delay Delivery Mortgage Loan or (ii) (A) substitute
          or
          cause to be substituted a Substitute Mortgage Loan for the Delay Delivery
          Mortgage Loan or (B) repurchase or cause to be repurchased the Delay Delivery
          Mortgage Loan, which substitution or repurchase shall be accomplished in
          the
          manner and subject to the conditions set forth in Section [2.3] (treating
          each
          Delay Delivery Mortgage Loan as a Deleted Mortgage Loan for purposes of
          such
          Section [2.3]), provided, however, that if the Depositor fails to deliver
          a
          Mortgage File for any Delay Delivery Mortgage Loan within the thirty-day
          period
          provided in the prior sentence, the Depositor shall use its best reasonable
          efforts to effect or cause to be effected a substitution, rather than a
          repurchase of, such Deleted Mortgage Loan and provided further that the
          cure
          period provided for in Section [2.2] or in Section [2.3] shall not apply
          to the
          initial delivery of the Mortgage File for such Delay Delivery Mortgage
          Loan, but
          rather the Depositor shall have five (5) Business Days to cure or cause
          to be
          cured such failure to deliver. At the end of such thirty-day period, the
          Trustee
          or the Custodian, on its behalf shall send a Delay Delivery Certification
          for
          the Delay Delivery

         


        
          
            
            

          

          
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        Mortgage
          Loans delivered during such thirty-day period in accordance with the provisions
          of Section [2.2]. Notwithstanding anything to the contrary contained in
          this
          Agreement, none of the Mortgage Loans in the Trust Fund is or will be Delay
          Delivery Mortgage Loans.

         

        (c)           On
          or prior to the Closing Date, the Depositor shall deliver to the Trustee,
          the
          Master Servicer, the Servicer and the Trust Administrator a copy of the Data
          Tape Information in an electronic, machine readable medium in a form mutually
          acceptable to the Depositor, the Servicer, the Master Servicer, the Trust
          Administrator and the Trustee.  Within ten (10) Business Days of the
          Closing Date, the Depositor shall deliver a copy of the complete Mortgage
          Loan
          Schedule to the Trustee, the Master Servicer, the Trust Administrator and
          the
          Servicer.

         

        (d)           The
          Depositor does hereby establish, pursuant to the further provisions of
          this
          Agreement and the laws of the State of New York, an express trust (the
“Trust”)
          to be known, for convenience, as “SunTrust
          [                      ]
          Trust, Series 200[ ]-[ ]” and
          [                              ]
          is hereby appointed as Trustee in accordance with the provisions of this
          Agreement.

         

        (e)           The
          Trust shall have the capacity, power and authority, and the Trustee on
          behalf of
          the Trust is hereby authorized and directed, to accept the sale, transfer,
          assignment, set over and conveyance by the Depositor to the Trust of all
          the
          right, title and interest of the Depositor in and to the Trust Fund (including,
          without limitation, the Mortgage Loans) pursuant to Section
          2.01(a).

         

        (f)           The
          parties hereto acknowledge and agree that it is the policy and intention
          of the
          Trust to acquire only Mortgage Loans meeting the requirements set forth
          in this
          Agreement, including without limitation, the representation and warranty
          set
          forth in paragraph II(l) of Schedule IV hereto.

         

        (g)           Notwithstanding
          anything to the contrary contained herein, the parties hereto acknowledge
          that
          the functions of the Trustee with respect to the custody, acceptance, inspection
          and release of Custodial Files, including but not limited to certain insurance
          policies and documents contemplated by this Agreement, and preparation
          and
          delivery of the Initial Certification and the Document Certification and
          Exception Report shall be performed by the Custodian pursuant to the terms
          and
          conditions of this Agreement.

         

        Section
          2.02.                                Acceptance by
          the Trustee of
          the Mortgage Loans.

         

        The
          Trustee on its behalf acknowledges receipt of the documents identified
          in its
          initial certification in the form annexed hereto as Exhibit E (the
          “Initial
          Certification”), and declares that it, or the Custodian on its behalf,
          holds and will hold such documents and the other documents delivered to
          it
          pursuant to Section 2.01, and that it holds or will hold such other assets
          as are included in the Trust Fund, in trust for the exclusive use and benefit
          of
          all present and future Certificateholders.  Each of the Trustee and
          the Custodian, as applicable, on its behalf acknowledges that it will maintain
          possession of the related Mortgage Notes in any of the states of
          [                   ]
          or  [                             ],
          unless otherwise permitted by the Rating Agencies.

         

        Prior
          to
          and as a condition to the Closing, the Trustee shall deliver, or cause
          the
          Custodian to deliver, via facsimile (with original to follow the next Business
          Day) to the

         


        
          
            
            

          

          
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        Depositor,
          the Master Servicer and the Servicer the Initial Certification prior to
          the
          Closing Date, or as the Depositor agrees, on the Closing Date, certifying
          receipt of a Mortgage Note and Assignment of Mortgage for each Mortgage
          Loan
          with any exceptions thereon.  The Trustee or the Custodian, as
          applicable, shall not be responsible to verify the validity, sufficiency
          or
          genuineness of any document in any Custodial File.

         

        The
          Trustee or the Custodian, as applicable, shall ascertain that all documents
          in
          the Custodial File required to be reviewed by it are in its possession,
          and
          shall deliver to the Depositor, the Master Servicer and the Servicer the
          Initial
          Certification on the Closing Date, and shall deliver to the Depositor and
          the
          Servicer a Document Certification and Exception Report, in the form annexed
          hereto as Exhibit F,
          within 90 days after the Closing Date to the effect that, as to each Mortgage
          Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
          paid in
          full or any Mortgage Loan specifically identified in such certification
          as an
          exception and not covered by such certification):  (i) all
          documents required to be received by it are in its possession; (ii) such
          documents have been reviewed by it and appear regular on their face and
          relate
          to such Mortgage Loan; (iii) based on its examination and only as to the
          foregoing documents, the information set forth in items (i), (ii) and (xii)
          of
          the Mortgage Loan Schedule and items (1), (2), (3) and (13) of the Data
          Tape
          Information respecting such Mortgage Loan is correct; and (iv) each
          Mortgage Note has been endorsed as provided in Section 2.01 of this
          Agreement.  The Trustee or Custodian, as applicable, shall not be
          responsible to verify the validity, sufficiency or genuineness of any document
          in any Custodial File.

         

        The
          Trustee or the Custodian, as applicable, shall retain possession and custody
          of
          each Custodial File in accordance with and subject to the terms and conditions
          set forth herein.  The Servicer shall promptly deliver to the Trustee
          or the Custodian, as applicable, upon the execution or receipt thereof,
          the
          originals of such other documents or instruments constituting the Custodial
          File
          as come into the possession of the Servicer from time to time.

         

        The
          Originator shall deliver to the Servicer copies of all trailing documents
          required to be included in the Custodial File at the same time the original
          or
          certified copies thereof are delivered to the Trustee or the Custodian,
          as
          applicable, including but not limited to such documents as the title insurance
          policy and any other Mortgage Loan documents upon return from the public
          recording office.  The documents shall be delivered by the Originator
          at the Originator’s expense to the Servicer and in no event shall the Servicer
          be responsible for such expense.

         

        Section
          2.03.                                Representations,
          Warranties
          and Covenants of the Originator and the Servicer.

         

        (a)           The
          Originator hereby makes the representations and warranties set forth in
          Schedule IV hereto to the Depositor and the Trustee as of the Closing
          Date.

         

        (b)           It
          is understood and agreed that the representations and warranties set forth
          in
          this Section 2.03 shall survive the transfer of the Mortgage Loans by the
          Depositor to the Trustee, and shall inure to the benefit of the Depositor
          and
          the Trustee notwithstanding any restrictive or qualified endorsement on
          any
          Mortgage Note or Assignment of Mortgage or the examination or

         


        
          
            
            

          

          
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        failure
          to examine any Mortgage File.  Upon discovery by any of the
          Originator, the Depositor, the Trustee, the Trust Administrator, the Master
          Servicer or the Servicer of a breach of any of the foregoing representations
          and
          warranties, the party discovering such breach shall give prompt written
          notice
          to the others.

         

        (c)           Within
          30 days of the earlier of either discovery by or notice to the Originator
          that
          any Mortgage Loan does not conform to the requirements as determined in
          the
          Trustee’s or the [Custodian’s] review of the related Custodial File or within
          60 days of the earlier of either discovery by or notice to the Originator
          of any breach of a representation or warranty set forth in Schedule IV
          hereto,
          that materially and adversely affects the value of any Mortgage Loan or
          the
          interest of the Trustee or the Certificateholders therein, the Originator
          shall
          use its best efforts to cause to be remedied a material defect in a document
          constituting part of a Mortgage File or promptly to cure such breach in
          all
          material respects and, if such defect or breach cannot be remedied, the
          Originator shall, (i) if such 30- or 60-day period, as applicable, expires
          prior to the second anniversary of the Closing Date, remove such related
          Mortgage Loan (a “Deleted Mortgage
          Loan”) from the Trust Fund and substitute in its place a Qualified
          Substitute Mortgage Loan, in the manner and subject to the conditions set
          forth
          in this Section 2.03, or (ii) repurchase such Mortgage Loan at the
          Repurchase Price; provided, however,
          that any
          such substitution pursuant to clause (i) above shall not be effected prior
          to
          the delivery to the Trustee of the Opinion of Counsel required by
          Section 2.04, if any, and a Request for Release substantially in the form
          of Exhibit J, and
          the Mortgage File for any such Qualified Substitute Mortgage Loan; provided, further,
          that with
          respect to any representations and warranties which are made to the best
          of the
          Originator’s knowledge, if it is discovered by the Originator, the Servicer, the
          Master Servicer, the Trust Administrator, the Depositor or the Trustee
          that the
          substance of such representation and warranty is inaccurate and such inaccuracy
          materially and adversely affects the value of the related Mortgage Loans
          or
          materially and adversely affects the interests of the Trustee or the
          Certificateholders therein or such inaccuracy materially and adversely
          affects
          the value of the related Mortgage Loan or materially and adversely affects
          the
          interests of the Trustee or the Certificateholders therein in the case
          of a
          representation and warranty relating to a particular Mortgage Loan,
          notwithstanding the Originator’s lack of knowledge with respect to the substance
          of such representation and warranty, such inaccuracy shall be deemed a
          breach of
          the applicable representation and warranty.  In the event that a
          breach which materially and adversely affects the value of the related
          Mortgage
          Loan or Mortgage Loans, as the case may be, or the interests of the Trustee
          or
          the Certificateholders therein, shall involve any representation or warranty
          set
          forth in Schedule IV, and such breach cannot be cured within 60 days of the
          earlier of either discovery by or notice to the Originator of such breach,
          all
          of the Mortgage Loans shall, at the Depositor’s option, be repurchased by the
          Originator at the Repurchase Price.  Notwithstanding the foregoing, a
          breach which causes a Mortgage Loan not to constitute a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code, or by the Originator
          of any of the representations and warranties set forth in clauses I(tt),
          I(uu) or I(lll) of Schedule IV, in each case, will be deemed automatically
          to materially and adversely affect the value of such Mortgage Loan and
          the
          interests of the Trustee and Certificateholders in such Mortgage
          Loan.  In the event that the Trustee receives notice of a breach by
          the Originator of any of the representations and warranties set forth in
          clauses I(tt), I(uu) or I(lll) of Schedule IV, the Trustee shall give
          notice of such breach to the Originator and request the Originator to repurchase
          the Mortgage Loan at the Repurchase Price within sixty (60) days of the
          Originator’s

         


        
          
            
            

          

          
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        receipt
          of such notice.  The Originator shall repurchase each such Deleted
          Mortgage Loan within 60 days of the earlier of discovery or receipt of
          notice with respect to each such Deleted Mortgage Loan.

         

        (d)           With
          respect to any Qualified Substitute Mortgage Loan or Loans, the Originator
          shall
          deliver to the Trustee or the Custodian for the benefit of the
          Certificateholders the Mortgage Note, the Mortgage, the related assignment
          of
          the Mortgage, and such other documents and agreements as are required by
          Section 2.01, with the Mortgage Note endorsed and the Mortgage assigned as
          required by Section 2.01.  No substitution is permitted to be
          made in any calendar month after the Determination Date for such
          month.  Scheduled Payments due with respect to Qualified Substitute
          Mortgage Loans in the Due Period of substitution shall not be part of the
          Trust
          Fund and will be retained by the Originator on the next succeeding Distribution
          Date.  For the Due Period of substitution, distributions to
          Certificateholders will include the Scheduled Payment due on any Deleted
          Mortgage Loan for such Due Period and thereafter the Originator shall be
          entitled to retain all amounts received in respect of such Deleted Mortgage
          Loan.

         

        (e)           In
          connection with any repurchase or substitution of a Mortgage Loan pursuant
          to
          this Section 2.03, the Servicer shall, based on information provided by
          the
          Originator, amend the Mortgage Loan Schedule for the benefit of the
          Certificateholders to reflect the removal of such Deleted Mortgage Loan
          and the
          substitution of the Qualified Substitute Mortgage Loan or Loans and the
          Servicer
          shall deliver the amended Mortgage Loan Schedule to the Trustee, the Trust
          Administrator and the Master Servicer.  Upon such substitution, the
          Qualified Substitute Mortgage Loan or Loans shall be subject to the terms
          of
          this Agreement in all respects, and the Originator shall be deemed to have
          made
          with respect to such Qualified Substitute Mortgage Loan or Loans, as of
          the date
          of substitution, the representations and warranties made pursuant to
          Section 2.03(b) with respect to such Mortgage Loan.  Upon any
          such substitution and the deposit to the Collection Account of the amount
          required to be deposited therein in connection with such substitution as
          described in the following paragraph, the Trustee or the Custodian shall
          release
          the Mortgage File held for the benefit of the Certificateholders relating
          to
          such Deleted Mortgage Loan to the Originator and the Trustee shall execute
          and
          deliver at the direction of the Originator such instruments of transfer
          or
          assignment prepared by the Originator in each case without recourse, as
          shall be
          necessary to vest title in the Originator or its designee, the Trustee’s
          interest in any Deleted Mortgage Loan substituted for pursuant to this
          Section 2.03.

         

        (f)           For
          any month in which the Originator substitutes one or more Qualified Substitute
          Mortgage Loans for one or more Deleted Mortgage Loans, the Servicer will
          determine the amount (if any) by which the aggregate unpaid principal balance
          of
          all such Qualified Substitute Mortgage Loans as of the date of substitution
          is
          less than the aggregate Stated Principal Balance of all such Deleted Mortgage
          Loans (after application of the scheduled principal portion of the Scheduled
          Payments due in the Due Period of substitution).  The amount of such
          shortage (the “Substitution
          Adjustment
          Amount”) plus an amount equal to the aggregate of any unreimbursed
          Advances with respect to such Deleted Mortgage Loans shall be remitted
          by the
          Originator to the Servicer for deposit into the Collection Account on or
          before
          the next Remittance Date.

         


        
          
            
            

          

          
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        (g)           In
          addition to such repurchase or substitution obligations, the Originator
          shall
          indemnify the Depositor, any of its Affiliates, the Servicer, the Master
          Servicer, the Trust Administrator and the Trustee and hold such parties
          harmless
          against any losses, damages, penalties, fines, forfeitures, reasonable
          and
          necessary legal fees and related costs, judgments, and other costs and
          expenses
          resulting from any claim, demand, defense or assertion based on or grounded
          upon, or resulting from, a breach by the Originator of any of its
          representations and warranties contained in this Agreement.

         

        (h)           In
          the event that a Mortgage Loan shall have been repurchased pursuant to
          this
          Agreement, the proceeds from such repurchase shall be deposited in the
          Collection Account by the Servicer pursuant to Section 3.10 on or before
          the next Remittance Date and upon such deposit of the Repurchase Price,
          the
          delivery of the Opinion of Counsel required by Section 2.04, if applicable,
          and receipt of a Request for Release in the form of Exhibit J
          hereto, the Trustee or the Custodian shall release the related Custodial
          File
          held for the benefit of the Certificateholders to such Person as directed
          by the
          Servicer, and the Trustee shall execute and deliver at such Person’s direction
          such instruments of transfer or assignment prepared by such Person, in
          each case
          without recourse, as shall be necessary to transfer title from the
          Trustee.  It is understood and agreed that the obligation under this
          Agreement of any Person to cure, repurchase or replace any Mortgage Loan
          as to
          which a breach has occurred and is continuing, together with any related
          indemnification obligations, shall constitute the sole remedy against such
          Persons respecting such breach available to Certificateholders, the Depositor,
          the Servicer, the Master Servicer, the Trust Administrator or the Trustee
          on
          their behalf.

         

        The
          representations and warranties made pursuant to this Section 2.03 shall
          survive delivery of the respective Custodial Files to the Trustee or Custodian
          for the benefit of the Certificateholders.

         

        Section
          2.04.                                Delivery of
          Opinion of
          Counsel in Connection with Substitution; Non-Qualified
          Mortgages.

         

        (a)           Notwithstanding
          any contrary provision of this Agreement, no substitution pursuant to
          Section 2.03 shall be made more than 90 days after the Closing Date unless
          the Originator delivers to the Trustee and the Trust Administrator, an
          Opinion
          of Counsel, which Opinion of Counsel shall not be at the expense of either
          the
          Trustee, the Trust Administrator or the Trust Fund, addressed to the Trustee
          and
          the Trust Administrator, to the effect that such substitution will not
          (i) result in the imposition of the tax on “prohibited transactions” on any
          Trust REMIC or contributions after the Start-up Day, as defined in
          Sections 860F(a)(2) and 860G(d) of the Code, respectively or
          (ii) cause any Trust REMIC to fail to qualify as a REMIC at any time that
          any Certificates are outstanding.

         

        (b)           Upon
          discovery by the Depositor, the Originator, the Master Servicer, the Trust
          Administrator, the Servicer or the Trustee that any Mortgage Loan does
          not
          constitute a “qualified mortgage” within the meaning of Section 860G(a)(3)
          of the Code, the party discovering such fact shall promptly (and in any
          event
          within five (5) Business Days of discovery) give written notice thereof
          to the
          other parties.  In connection therewith, the Trustee shall require the
          Originator to repurchase the affected Mortgage Loan within 30 days of
          the

         


        
          
            
            

          

          
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        earlier
          of discovery or receipt of notice in the same manner as it would a Mortgage
          Loan
          for a breach of representation or warranty made pursuant to
          Section 2.03.  The Trustee shall reconvey to the Originator the
          Mortgage Loan to be released pursuant hereto in the same manner, and on
          the same
          terms and conditions, as it would a Mortgage Loan repurchased for breach
          of a
          representation or warranty contained in Section 2.03.

         

        Section
          2.05.                                Execution and
          Delivery of
          Certificates.

         

        The
          Trustee acknowledges the transfer and assignment to it of the Trust Fund
          and,
          concurrently with such transfer and assignment, the Trust Administrator
          has
          executed and delivered to or upon the order of the Depositor, the Certificates
          in authorized denominations evidencing directly or indirectly the entire
          ownership of the Trust Fund.  The Trustee agrees to hold the Trust
          Fund and exercise the rights referred to above for the benefit of all present
          and future Holders of the Certificates.

         

        Section
          2.06.                                Representations
          and
          Warranties of the Depositor.

         

        The
          Depositor hereby represents, warrants and covenants to the Trustee, the
          Trust
          Administrator, the Master Servicer, the Servicer and the Originator that
          as of
          the date of this Agreement or as of such date specifically provided
          herein:

         

        (a)           The
          Depositor is a corporation duly organized, validly existing and in good
          standing
          under the laws of the state of Delaware;

         

        (b)           The
          Depositor has the corporate power and authority to convey the Mortgage
          Loans and
          to execute, deliver and perform, and to enter into and consummate the
          transactions contemplated by, this Agreement;

         

        (c)           This
          Agreement has been duly and validly authorized, executed and delivered
          by the
          Depositor, all requisite corporate action having been taken, and, assuming
          the
          due authorization, execution and delivery hereof by the Master Servicer,
          the
          Trust Administrator, the Servicer, the Originator and the Trustee, constitutes
          or will constitute the legal, valid and binding agreement of the Depositor,
          enforceable against the Depositor in accordance with its terms, except
          as such
          enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium
          or other similar laws relating to or affecting the rights of creditors
          generally, and by general equity principles (regardless of whether such
          enforcement is considered in a proceeding in equity or at law);

         

        (d)           No
          consent, approval, authorization or order of or registration or filing
          with, or
          notice to, any governmental authority or court is required for the execution,
          delivery and performance of or compliance by the Depositor with this Agreement
          or the consummation by the Depositor of any of the transactions contemplated
          hereby, except as have been made on or prior to the Closing Date;

         

        (e)           None
          of the execution and delivery of this Agreement, the consummation of the
          transactions contemplated hereby or thereby, or the fulfillment of or compliance
          with the terms and conditions of this Agreement, (i) conflicts or will
          conflict with or results or will result in a

         


        
          
            
            

          

          
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        breach
          of, or constitutes or will constitute a default or results or will result
          in an
          acceleration under (A) the charter or bylaws of the Depositor, or
          (B) of any term, condition or provision of any material indenture, deed of
          trust, contract or other agreement or instrument to which the Depositor
          or any
          of its subsidiaries is a party or by which it or any of its subsidiaries
          is
          bound; (ii) results or will result in a violation of any law, rule,
          regulation, order, judgment or decree applicable to the Depositor of any
          court
          or governmental authority having jurisdiction over the Depositor or its
          subsidiaries; or (iii) results in the creation or imposition of any lien,
          charge or encumbrance which would have a material adverse effect upon the
          Mortgage Loans or any documents or instruments evidencing or securing the
          Mortgage Loans;

         

        (f)           There
          are no actions, suits or proceedings before or against or investigations
          of, the
          Depositor pending, or to the knowledge of the Depositor, threatened, before
          any
          court, administrative agency or other tribunal, and no notice of any such
          action, which, in the Depositor’s reasonable judgment, might materially and
          adversely affect the performance by the Depositor of its obligations under
          this
          Agreement, or the validity or enforceability of this Agreement;

         

        (g)           The
          Depositor is not in default with respect to any order or decree of any
          court or
          any order, regulation or demand of any federal, state, municipal or governmental
          agency that may materially and adversely affect its performance hereunder;
          and

         

        (h)           Immediately
          prior to the transfer and assignment by the Depositor to the Trustee on
          the
          Closing Date, the Depositor had good title to, and was the sole owner of
          each
          Mortgage Loan, free of any interest of any other Person, and the Depositor
          has
          transferred all right, title and interest in each Mortgage Loan to the
          Trustee.  The transfer of each Mortgage Note and each Mortgage as and
          in the manner contemplated by this Agreement is sufficient either (i) fully
          to transfer to the Trustee, for the benefit of the Certificateholders,
          all
          right, title, and interest of the Depositor thereto as note holder and
          mortgagee
          or (ii) to grant to the Trustee, for the benefit of the Certificateholders,
          the security interest referred to in Section 10.04.

         

        It
          is
          understood and agreed that the representations, warranties and covenants
          set
          forth in this Section 2.06 shall survive delivery of the respective
          Custodial Files to the Trustee or to a custodian, as the case may be, and
          shall
          inure to the benefit of the Trustee.

         

        Within
          60
          days of the earlier of either discovery by or notice to the Depositor of
          a
          breach of the representations and warranties set forth in clause (h) above
          that
          materially and adversely affects the value of any Mortgage Loan or the
          interest
          of the Trustee or the Certificateholders therein, the Depositor shall use
          its
          best efforts to promptly cure such breach in all material respects and
          if such
          defect or breach cannot be remedied, the Depositor shall either (i) if
          such
          60-day period expires prior to the second anniversary of the Closing Date,
          remove such Deleted Mortgage Loan from the Trust Fund and substitute in
          its
          place a Substitute Mortgage Loan, in the manner and subject to the conditions
          set forth in Section 2.03, or (ii) repurchase such Mortgage Loan at the
          Repurchase Price.  The obligations of the Depositor to cure such
          breach or to substitute or purchase any Mortgage Loan constitute the sole
          remedies respecting a material breach of any such representation or warranty
          to
          the Holders of the Certificates and the Trustee.

         


        
          
            
            

          

          
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        Section
          2.07.                                Representations,
          Warranties
          and Covenants of the Servicer, the Originator and the Master
          Servicer.

         

        (a)           The
          Servicer hereby represents, warrants and covenants to the Trustee, the
          Trust
          Administrator, the Master Servicer, the Originator and the Depositor that
          as of
          the Closing Date or as of such date specifically provided herein:

         

        (i)           The
          Servicer is a corporation duly organized, validly existing and in good
          standing
          under the laws of the Commonwealth of Virginia and is duly authorized and
          qualified to transact any and all business contemplated by this Agreement
          to be
          conducted by the Servicer in any state in which a Mortgaged Property related
          to
          a Mortgage Loan is located or is otherwise not required under applicable
          law to
          effect such qualification and, in any event, is in compliance with the
          doing
          business laws of any such State, to the extent necessary to ensure its
          ability
          to enforce each Mortgage Loan serviced and to service the Mortgage Loans
          in
          accordance with the terms of this Agreement;

         

        (ii)           The
          Servicer has the full power and authority to service each Mortgage Loan
          which
          the Servicer is required to service hereunder, and to execute, deliver
          and
          perform, and to enter into and consummate the transactions contemplated
          by this
          Agreement and has duly authorized by all necessary action on the part of
          the
          Servicer the execution, delivery and performance of this Agreement; and
          this
          Agreement, assuming the due authorization, execution and delivery thereof by the
          Depositor, the Originator, the Master Servicer, the Trust Administrator
          and the
          Trustee, constitutes a legal, valid and binding obligation of the Servicer,
          enforceable against the Servicer in accordance with its terms, except to
          the
          extent that (a) the enforceability hereof may be limited by bankruptcy,
          insolvency, moratorium, receivership and other similar laws relating to
          creditors’ rights generally and (b) the remedy of specific performance and
          injunctive and other forms of equitable relief may be subject to the equitable
          defenses and to the discretion of the court before which any proceeding
          therefor
          may be brought;

         

        (iii)           The
          execution and delivery of this Agreement by the Servicer, the servicing
          of the
          Mortgage Loans by the Servicer hereunder, the consummation by the Servicer
          of
          any other of the transactions herein contemplated, and the fulfillment
          of or
          compliance with the terms hereof are in the ordinary course of business
          of the
          Servicer and will not (A) result in a breach of any term or provision of
          the
          organizational documents of the Servicer or (B) conflict with, result in
          a
          breach, violation or acceleration of, or result in a default under, the
          terms of
          any other material agreement or instrument to which the Servicer is a party
          or
          by which it may be bound, or any statute, order or regulation applicable
          to the
          Servicer of any court, regulatory body, administrative agency or governmental
          body having jurisdiction over the Servicer; and the Servicer is not a party
          to,
          bound by, or in breach or violation of any indenture or other agreement
          or
          instrument, or subject to or in violation of any statute, order or regulation
          of
          any court, regulatory body, administrative agency or governmental body
          having
          jurisdiction over it, which materially and adversely affects or, to the
          Servicer’s knowledge, would in the future materially and adversely affect, (x)
          the ability of the

         


        
          
            
            

          

          
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        Servicer
          to perform its obligations under this Agreement or (y) the business, operations,
          financial condition, properties or assets of the Servicer taken as a
          whole;

         

        (iv)           The
          Servicer is a HUD-approved non-supervised mortgagee pursuant to Section
          203 and
          Section 211 of the National Housing Act, and no event has occurred, including
          but not limited to a change in insurance coverage, that would make the
          Servicer
          unable to comply with HUD eligibility requirements or which would require
          notification to HUD;

         

        (v)           No
          litigation is pending or, to the best knowledge of the Servicer, threatened
          against the Servicer that would materially and adversely affect the execution,
          delivery or enforceability of this Agreement or the ability of the Servicer
          to
          service the Mortgage Loans or to perform any of its other obligations hereunder
          in accordance with the terms hereof;

         

        (vi)           No
          consent, approval, authorization or order of any court or governmental
          agency or
          body is required for the execution, delivery and performance by the Servicer
          of,
          or compliance by the Servicer with, this Agreement or the consummation
          by the
          Servicer of the transactions contemplated by this Agreement, except for
          such
          consents, approvals, authorizations or orders, if any, that have been obtained
          prior to the Closing Date;

         

        (vii)           The
          Servicer shall waive a Prepayment Premium or part of a Prepayment Premium
          only
          if (a) the prepayment is not the result of a refinancing by the Servicer
          or its
          affiliates and such waiver relates to a default or a reasonably foreseeable
          default and, in the reasonable judgment of the Servicer, such waiver would
          maximize recovery of total proceeds from the Mortgage Loan, taking into
          account
          the value of the Prepayment Premium and the related Mortgage Loan, or (ii)
          the
          collection of a Prepayment Premium  would, in the reasonable judgment
          of the Servicer, be in violation of law.  The Servicer will be
          obligated to deposit with the Master Servicer from its own funds the amount
          of
          any Prepayment Premium to the extent not collected from a Borrower (except
          with
          respect to a waiver of any such Prepayment Premium as described in the
          previous
          sentence).

         

        (viii)                      For
          each Mortgage Loan, the Servicer will accurately, fully and in a timely
          manner
          report its borrower credit files to each of the three credit repositories;
          and

         

        (ix)           the
          Servicer is a member of MERS in good standing and will comply in all material
          respects with the rules and procedures of MERS in connection with the servicing
          of the MERS Designated Mortgage Loans for as long as such Mortgage Loans
          are
          registered with MERS.

         

        (b)           The
          Originator hereby represents, warrants and covenants to the Trustee, the
          Trust
          Administrator, the Master Servicer, the Servicer and the Depositor that
          as of
          the Closing Date or as of such date specifically provided herein:

         


        
          
            
            

          

          
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        (i)           The
          Originator is a corporation duly organized, validly existing and in good
          standing under the laws of the Commonwealth of Virginia;

         

        (ii)           The
          Originator has full power and authority to own its property, to carry on
          its
          business as presently conducted and to enter into and perform its obligations
          under this Agreement;

         

        (iii)           The
          execution and delivery by the Originator of this Agreement have been duly
          authorized by all necessary corporate action on the part of the Originator;
          and
          neither the execution and delivery of this Agreement, nor the consummation
          of
          the transactions contemplated herein, nor compliance with the provisions
          hereof,
          will conflict with or result in a breach of, or constitute a default under,
          any
          of the provisions of any law, governmental rule, regulation, judgment,
          decree or
          order binding on the Originator or its properties or the certificate of
          incorporation or by-laws of the Originator, except those conflicts, breaches
          or
          defaults which would not reasonably be expected to have a material adverse
          effect on the Originator’s ability to enter into this Agreement and to
          consummate the transactions contemplated hereby;

         

        (iv)           The
          execution, delivery and performance by the Originator of this Agreement
          and the
          consummation of the transactions contemplated hereby do not require the
          consent
          or approval of, the giving of notice to, the registration with, or the
          taking of
          any other action in respect of, any state, federal or other governmental
          authority or agency, except those consents, approvals, notices, registrations
          or
          other actions as have already been obtained, given or made and, in connection
          with the recordation of the Mortgages, powers of attorney or assignments
          of
          Mortgages not yet completed;

         

        (v)           This
          Agreement has been duly executed and delivered by the Originator and, assuming
          due authorization, execution and delivery by the Trustee, the Servicer,
          the
          Master Servicer, the Trust Administrator and the Depositor, constitutes
          a valid
          and binding obligation of the Originator, enforceable against it in accordance
          with its terms (subject to applicable bankruptcy and insolvency laws and
          other
          similar laws affecting the enforcement of the rights of creditors
          generally);

         

        (vi)           There
          are no actions, litigation, suits or proceedings pending or, to the knowledge
          of
          the Originator, threatened against the Originator before or by any court,
          administrative agency, arbitrator or governmental body (i) with respect
          to any
          of the transactions contemplated by this Agreement or (ii) with respect
          to any
          other matter which in the judgment of the Originator if determined adversely
          to
          the Originator would reasonably be expected to materially and adversely
          affect
          the Originator’s ability to perform its obligations under this Agreement; and
          the Originator is not in default with respect to any order of any court,
          administrative agency, arbitrator or governmental body so as to materially
          and
          adversely affect the transactions contemplated by this Agreement;

         

        (vii)           The
          Originator hereby makes the representations and warranties set forth in
          Exhibit
          A to the Mortgage Loan Purchase Agreement, as of the Closing Date, or
          the

         


        
          
            
            

          

          
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        date
          specified therein, with respect to the Mortgage Loans identified on Schedule
          I
          hereto; and

         

        (viii)                      The
          Originator is a member of MERS in good standing and will comply in all
          material
          respects with the rules and procedures of MERS in connection with the servicing
          of the MERS Mortgage Loans for as long as such Mortgage Loans are registered
          with MERS.

         

        (c)           The
          Master Servicer hereby represents, warrants and covenants to the Servicer,
          the
          Originator, the Depositor and the Trustee, for the benefit of each of the
          Trustee and the Certificateholders, that as of the Closing Date or as of
          such
          date specifically provided herein:

         

        (i)           The
          Master Servicer is a national banking association duly formed, validly
          existing
          and in good standing under the laws of the United States of America and
          is duly
          authorized and qualified to transact any and all business contemplated
          by this
          Agreement to be conducted by the Master Servicer;

         

        (ii)           The
          Master Servicer has the full power and authority to conduct its business
          as
          presently conducted by it and to execute, deliver and perform, and to enter
          into
          and consummate, all transactions contemplated by this Agreement.  The
          Master Servicer has duly authorized the execution, delivery and performance
          of
          this Agreement, has duly executed and delivered this Agreement, and this
          Agreement, assuming due authorization, execution and delivery by the Depositor,
          the Originator, the Servicer and the Trustee, constitutes a legal, valid
          and
          binding obligation of the Master Servicer, enforceable against it in accordance
          with its terms except as the enforceability thereof may be limited by
          bankruptcy, insolvency, reorganization or similar laws affecting the enforcement
          of creditors’ rights generally and by general principles of equity;

         

        (iii)           The
          execution and delivery of this Agreement by the Master Servicer, the
          consummation by the Master Servicer of any other of the transactions herein
          contemplated, and the fulfillment of or compliance with the terms hereof
          are in
          the ordinary course of business of the Master Servicer and will not (A)
          result
          in a breach of any term or provision of charter and by-laws of the Master
          Servicer or (B) conflict with, result in a breach, violation or acceleration
          of,
          or result in a default under, the terms of any other material agreement
          or
          instrument to which the Master Servicer is a party or by which it may be
          bound,
          or any statute, order or regulation applicable to the Master Servicer of
          any
          court, regulatory body, administrative agency or governmental body having
          jurisdiction over the Master Servicer; and the Master Servicer is not a
          party
          to, bound by, or in breach or violation of any indenture or other agreement
          or
          instrument, or subject to or in violation of any statute, order or regulation
          of
          any court, regulatory body, administrative agency or governmental body
          having
          jurisdiction over it, which materially and adversely affects or, to the
          Master
          Servicer’s knowledge, would in the future materially and adversely affect, the
          ability of the Master Servicer to perform its obligations under this
          Agreement;

         


        
          
            
            

          

          
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        (iv)           The
          Master Servicer does not believe, nor does it have any reason or cause
          to
          believe, that it cannot perform each and every covenant made by it and
          contained
          in this Agreement;

         

        (v)           No
          litigation is pending against the Master Servicer that would materially
          and
          adversely affect the execution, delivery or enforceability of this Agreement
          or
          the ability of the Master Servicer to perform any of its other obligations
          hereunder in accordance with the terms hereof;

         

        (vi)           There
          are no actions or proceedings against, or investigations known to it of,
          the
          Master Servicer before any court, administrative or other tribunal (A)
          that
          might prohibit its entering into this Agreement, (B) seeking to prevent
          the
          consummation of the transactions contemplated by this Agreement or (C)
          that
          might prohibit or materially and adversely affect the performance by the
          Master
          Servicer of its obligations under, or validity or enforceability of, this
          Agreement; and

         

        (vii)           No
          consent, approval, authorization or order of any court or governmental
          agency or
          body is required for the execution, delivery and performance by the Master
          Servicer of, or compliance by the Master Servicer with, this Agreement
          or the
          consummation by it of the transactions contemplated by this Agreement,
          except
          for such consents, approvals, authorizations or orders, if any, that have
          been
          obtained prior to the Closing Date.

         

        (d)           It
          is understood and agreed that the representations, warranties and covenants
          set
          forth in this Section 2.07 shall survive delivery of the Mortgage Files
          to the
          Trustee.  Upon discovery by any of the Depositor, the Originator, the
          Master Servicer, the Trust Administrator, the Servicer or the Trustee of
          a
          breach of any of the foregoing representations, warranties and covenants
          which
          materially and adversely affects the value of any Mortgage Loan, Prepayment
          Premium or the interests therein of the Certificateholders, the party
          discovering such breach shall give prompt written notice (but in no event
          later
          than two Business Days following such discovery) to the other such
          parties.  The obligation of the Originator set forth in Section
          2.03(d) to cure breaches shall constitute the sole remedy against the Originator
          available to the Certificateholders, the Depositor, the Trust Administrator
          or
          the Trustee on behalf of the Certificateholders respecting a breach of
          the
          Originator’s representations, warranties and covenants contained in paragraph
          (b)(vii) of this Section 2.07.  The obligation of the Servicer set
          forth in Section 3.07(a) to pay the amount of any waived Prepayment Premium
          shall constitute the sole remedy against the Servicer available to the
          Certificateholders, the Depositor, the Trust Administrator or the Trustee
          on
          behalf of the Certificateholders respecting a breach of the Servicer’s
          representations, warranties and covenants contained in paragraph (a)(vii)
          of
          this Section 2.07.

         

        Section
          2.08.                                Representations
          and
          Warranties of the Custodian.

         

        The
          Custodian hereby represents and warrants to the Depositor, the Master Servicer,
          the Trust Administrator and the Trustee, as of the Closing Date, or if
          so
          specified herein, as of the Cut-off Date:

         


        
          
            
            

          

          
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        (a)           The
          Custodian is duly organized as a chartered bank and is validly existing
          and in
          good standing under the laws of the state of Georgia and is duly authorized
          and
          qualified to transact any and all business contemplated by this Agreement
          to be
          conducted by the Custodian in any state in which a Mortgaged Property is
          located
          or is otherwise not required under applicable law to effect such qualification
          and, in any event, is in compliance with the doing business laws of any
          such
          state, to the extent necessary to perform any of its obligations under
          this
          Agreement in accordance with the terms thereof.

         

        (b)           The
          Custodian has the full power and authority to execute, deliver and perform,
          and
          to enter into and consummate the transactions contemplated by this Agreement
          and
          has duly authorized by all necessary action on the part of the Custodian
          the
          execution, delivery and performance of this Agreement; and this Agreement,
          assuming the due authorization, execution and delivery thereof by the other
          parties thereto, constitutes a legal, valid and binding obligation of the
          Custodian, enforceable against the Custodian in accordance with its terms,
          except that (i) the enforceability thereof may be limited by bankruptcy,
          insolvency, moratorium, receivership and other similar laws relating to
          creditors’ rights generally and (ii) the remedy of specific performance and
          injunctive and other forms of equitable relief may be subject to equitable
          defenses and to the discretion of the court before which any proceeding
          therefor
          may be brought.

         

        (c)           The
          execution and delivery of this Agreement by the Custodian, the consummation
          of
          any other of the transactions contemplated by this Agreement, and the
          fulfillment of or compliance with the terms thereof are in the ordinary
          course
          of business of the Custodian and will not (i) result in a material breach
          of any
          term or provision of the articles of incorporation or by-laws of the Custodian,
          (ii) materially conflict with, result in a material breach, violation or
          acceleration of, or result in a material default under, the terms of any
          other
          material agreement or instrument to which the Custodian is a party or by
          which
          it may be bound, or (iii) constitute a material violation of any statute,
          order
          or regulation applicable to the Custodian of any court, regulatory body,
          administrative agency or governmental body having jurisdiction over the
          Custodian; and the Custodian is not in breach or violation of any material
          indenture or other material agreement or instrument, or in violation of
          any
          statute, order or regulation of any court, regulatory body, administrative
          agency or governmental body having jurisdiction over it which breach or
          violation may materially impair the Custodian’s ability to perform or meet any
          of its obligations under this Agreement.

         

        (d)           No
          litigation is pending or, to the knowledge of the Custodian, threatened
          against
          the Custodian that would materially and adversely affect the execution,
          delivery
          or enforceability of this Agreement or the ability of the Custodian to
          perform
          any of its obligations under this Agreement in accordance with the terms
          thereof.

         

        (e)           No
          consent, approval, authorization or order of any court or governmental
          agency or
          body is required for the execution, delivery and performance by the Custodian
          of, or compliance by the Custodian with, this Agreement or the consummation
          of
          the transactions contemplated thereby, or if any such consent, approval,
          authorization or order is required, the Custodian has obtained the
          same.

         


        
          
            
            

          

          
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        Section
          2.09.                                Purpose of
          Trust.

         

         

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

         

        
          	
                   

                	
                  (i)

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

                


        

         

        
          	
                   

                	
                  (ii)

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

                


        

         

        
          	
                            
                    (iii)

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

                


        

         

        
          	
                            
                    (iv)

                	
                  to
                    conduct its own business in its own
                    name;

                


        

         

        
          	
                   

                	
                   (v)

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

                


        

         

        
          	
                            
                    (vi)

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

                


        

         

        
          	
                          
                    (vii)

                	
                  to
                    observe all corporate and other organizational
                    formalities;

                


        

         

        
          	
                         
                    (viii)

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

                


        

         

        
          	
                          
                    (ix)

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

                


        

         

        
          	
                   

                	
                  (x)

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

                


        

         

        
          	
                         
                    (xi)

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

                


        

         

        
          	
                       
                    (xii)

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

                


        

         

        
          	
                      
                    (xiii)

                	
                  to
                    hold itself out as a separate
                    entity;

                


        

         

        
          	
                      
                    (xiv)

                	
                  to
                    correct any known misunderstanding regarding its separate
                    identity;

                


        

         

        
          	
                      
                    (xv)

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

                


        

         

        
          	
                      (xvi)

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

                


        

         

        
          	
                    
                    (xvii)

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

                


        


        
          
            
            

          

          
            66

            
              

            

          

          
            
            

          

        


         

        


         

        
          	
                     
                    (xviii)

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

                


        

         

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

         

        Section
          2.10.                                Subsequent
          Transfers.

         

        (a)           Subject
          to the satisfaction of the conditions set forth in paragraph (b) below
          and
          pursuant to the terms of each Subsequent Transfer Agreement, in consideration
          of
          the Trust Administrator’s delivery, on behalf of the Trust, on the related
          Subsequent Transfer Date to or upon the order of the Seller of the purchase
          price therefor, (i) the Seller shall on any Subsequent Transfer Date sell,
          transfer, assign, set over and otherwise convey without recourse to the
          Depositor and (ii) the Depositor shall sell, transfer, assign, set over
          and
          otherwise convey without recourse to the Trust, all right, title and interest
          of
          the Seller and the Depositor, as applicable, in and to each Subsequent
          Mortgage
          Loan transferred pursuant to such Subsequent Transfer Agreement, including
          (i)
          the related Stated Principal Balance as of the Subsequent Cut-Off Date
          after
          giving effect to payments of principal due on or before the Subsequent
          Cut-Off
          Date; (ii) all collections in respect of interest and principal received
          after
          the Subsequent Cut-Off Date (other than principal and interest due on or
          before
          such Subsequent Cut-off Date); (iii) property which secured such Subsequent
          Mortgage Loan and which has been acquired by foreclosure or deed in lieu
          of
          foreclosure; (iv) its interest in any insurance policies in respect of
          such
          Subsequent Mortgage Loan; and (v) all proceeds of any of the
          foregoing.  The transfers by the Seller to the Depositor and by the
          Depositor to the Trust of the Subsequent Mortgage Loans set forth on the
          Subsequent Mortgage Loan Schedule attached thereto shall be absolute and
          shall
          be intended by the Seller, the Depositor and all parties hereto, other
          than for
          federal income tax purposes, to be treated as a sale by the Seller to the
          Depositor and as a sale by the Depositor to the Trust.  The purchase
          price shall be one hundred Percent (100%) of the aggregate Stated Principal
          Balance of the Subsequent Mortgage Loans as of the Subsequent Cut-Off
          Date.  This provision constitutes a fixed price contract within the
          meaning of Section 860G(a)(3) of the Code.  On or before each
          Subsequent Transfer Date, the Seller shall deliver to, and deposit with
          the
          Trustee or the Custodian on behalf of the Trustee, the related documents
          with
          respect to each Subsequent Mortgage Loan transferred on such Subsequent
          Transfer
          Date, and the related Subsequent Mortgage Loan Schedule in computer readable
          format with respect to such Subsequent Mortgage Loans.

         

        (b)           The
          Seller shall transfer and deliver to the Trustee or the Custodian on behalf
          of
          the Trustee the Subsequent Mortgage Loans and the other property and rights
          related thereto

         


        
          
            
            

          

          
            67

            
              

            

          

          
            
            

          

        


        described
          in paragraph (a) of this Section 2.04 only upon the satisfaction of each
          of the
          following conditions on or prior to the applicable Subsequent Transfer
          Date:

         

        (i)           The
          Seller shall have provided the Servicer, the Trustee, the Depositor, the
          Trust
          Administrator, the Master Servicer and the Rating Agencies with an Addition
          Notice, which notice shall be given not less than two Business Days prior
          to the
          applicable Subsequent Transfer Date and shall designate the Subsequent
          Mortgage
          Loans to be sold to the Trust and the aggregate Stated Principal Balance
          of such
          Mortgage Loans and the Rating Agencies shall have informed the Seller,
          the
          Depositor, the Trustee, the Trust Administrator, the Master Servicer and
          the
          Servicer prior to the applicable Subsequent Transfer Date that the inclusion
          of
          such Subsequent Mortgage Loans will not result in the downgrade or withdrawal
          of
          the ratings assigned to the Notes;

         

        (ii)           The
          Seller shall have delivered to the Trustee, the Depositor, the Trust
          Administrator, the Master Servicer and the Servicer a duly executed Subsequent
          Transfer Agreement in substantially the form of Exhibit D;

         

        (iii)           The
          Seller shall have delivered to the Trust Administrator for deposit in the
          Collection Account all principal collected and interest collected to the
          extent
          accrued and due after the Subsequent Cut-off Date;

         

        (iv)           As
          of each Subsequent Transfer Date, the Seller was not insolvent, the Seller
          will
          not be made insolvent by such transfer and the Seller is not aware of any
          pending insolvency;

         

        (v)           Such
          addition will not result in a material adverse tax consequence to any
          Noteholder;

         

        (vi)           The
          Pre-Funding Period shall not have terminated;

         

        (vii)           The
          Depositor shall have provided the Trustee, the Trust Administrator and
          the
          Rating Agencies with an Opinion of Counsel relating to the sale (i.e.,
“True
          Sale Opinion”) of the Subsequent Mortgage Loans from the Depositor to the Trust,
          the enforceability of the Subsequent Transfer Agreement with respect to
          the
          Depositor and to the effect that the transfer of such Subsequent Mortgage
          Loans
          will not adversely affect the tax status of the Notes, which matters may
          be
          covered in the opinions delivered on the Closing Date;

         

        (viii)                      The
          aggregate Stated Principal Balance of Subsequent Mortgage Loans does not
          exceed
          the amount deposited in the Pre-Funding Account as of the Closing
          Date;

         

        (ix)           The
          conditions specified in Exhibit J hereto shall be met;

         

        (x)           On
          the last Subsequent Transfer Date, the Trustee and the Trust Administrator
          shall
          have received an accountant’s letter confirming that the characteristics of the
          Mortgage Loans (including the Subsequent Mortgage Loans), satisfy the parameters
          set forth in Exhibit J hereto; and

         


        
          
            
            

          

          
            68

            
              

            

          

          
            
            

          

        


        


         

        (xi)           The
          Issuer shall have provided the Trustee, the Trust Administrator, the Depositor,
          the Rating Agencies, the Seller and the Underwriters with an Opinion of
          Counsel
          relating to general corporate matters, in a form reasonably satisfactory
          to the
          addressees thereto.

         

        (c)           Each
          party hereto shall comply with their respective obligations set forth in
          Sections 2.01, 2.02, 3.01, 3.02 and 3.03 with respect to the Subsequent
          Mortgage
          Loans delivered on each Subsequent Transfer Date.  References in such
          Sections to the Initial Mortgage Loans or Mortgage Loans shall be deemed
          to
          refer to the Subsequent Mortgage Loans and references to the Initial Cut-Off
          Date or the Closing Date, as applicable, shall be deemed to refer to the
          applicable related Subsequent Cut-Off Date or Subsequent Transfer Date,
          respectively, except that references to 360 days after the Closing Date
          shall
          remain unchanged as shall representations made with specific reference
          to the
          Initial Mortgage Loans.

         

        ARTICLE
          III

        ADMINISTRATION
          AND SERVICING OF MORTGAGE LOANS

         

        Section
          3.01.                                Servicer to
          Service Mortgage
          Loans.

         

        (a)           For
          and on behalf of the Certificateholders, the Servicer shall service and
          administer the Mortgage Loans in accordance with the terms of this Agreement
          and
          the respective Mortgage Loans, to the extent consistent with such terms
          and in
          accordance with Accepted Servicing Practices but without regard to:

         

        (i)           any
          relationship that the Servicer, any Subservicer or any Affiliate of the
          Servicer
          or any Subservicer may have with the related Mortgagor;

         

        (i)           the
          ownership or non-ownership of any Certificate by the Servicer or any Affiliate
          of the Servicer;

         

        (ii)           the
          Servicer’s obligation to make P&I Advances or Servicing Advances;
          or

         

        (iii)           the
          Servicer’s or any Subservicer’s right to receive compensation for its services
          hereunder or with respect to any particular transaction.

         

        To
          the
          extent consistent with the foregoing, the Servicer shall [service the Mortgage
          Loans in a manner that provides for] the timely and complete recovery of
          principal and interest on the related Mortgage Notes.  Subject only to
          the above-described servicing standards and the terms of this Agreement
          and of
          the respective Mortgage Loans, the Servicer shall have full power and authority,
          acting alone or through Subservicers as provided in Section 3.02, to do or
          cause to be done any and all things in connection with such servicing and
          administration which it may deem necessary or desirable.  Without
          limiting the generality of the foregoing, the Servicer in its own name
          or in the
          name of a Subservicer is hereby authorized and empowered by the Trustee
          when the
          Servicer believes it appropriate in its best judgment in accordance with
          the
          Accepted Servicing Practices, to execute and deliver any and all instruments
          of
          satisfaction or cancellation, or of partial or full release or discharge,
          and
          all other comparable instruments, with

         


        
          
            
            

          

          
            69

            
              

            

          

          
            
            

          

        


        respect
          to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure
          proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
          ownership of such properties, and to hold or cause to be held title to
          such
          properties, on behalf of the Trustee.  The Servicer shall service and
          administer the Mortgage Loans in accordance with applicable state and federal
          law and shall provide to the Mortgagors any reports required to be provided
          to
          them thereby.  The Servicer shall also comply in the performance of
          this Agreement with all reasonable rules and requirements of each insurer
          under
          any standard hazard insurance policy.  Subject to Section 3.16,
          the Trustee shall execute, at the written request of the Servicer, and
          furnish
          to the Servicer and any Subservicer such documents as are necessary or
          appropriate to enable the Servicer or any Subservicer to carry out their
          servicing and administrative duties hereunder, and the Trustee hereby grants
          to
          the Servicer, and this Agreement shall constitute, a power of attorney
          to carry
          out such duties including a power of attorney to take title to Mortgaged
          Properties after foreclosure on behalf of the Trustee.  The Trustee
          shall execute any power of attorney, in the form annexed hereto as Exhibit L,
          furnished to it by the Servicer in favor of the Servicer for the purposes
          described herein to the extent necessary or desirable to enable the Servicer
          to
          perform its duties hereunder.  The Trustee shall not be liable for the
          actions of the Servicer or any Subservicers under such powers of attorney,
          or
          any actions taken by the Servicer or any Subservicer pursuant to the powers
          granted to them under this paragraph.

         

        (b)           Subject
          to Section 3.09(b), in accordance with Accepted Servicing Practices, the
          Servicer shall advance or cause to be advanced funds as necessary for the
          purpose of effecting the timely payment of taxes and assessments on the
          Mortgaged Properties, which advances shall be Servicing Advances reimbursable
          in
          the first instance from related collections from the Mortgagors pursuant
          to
          Section 3.09(b), and further as provided in
          Section 3.11.  Any cost incurred by the Servicer or by
          Subservicers in effecting the timely payment of taxes and assessments on
          a
          Mortgaged Property shall not be added to the unpaid principal balance of
          the
          related Mortgage Loan, notwithstanding that the terms of such Mortgage
          Loan so
          permit.

         

        (c)           [Notwithstanding
          anything in this Agreement to the contrary, the Servicer may not make any
          future
          advances with respect to a Mortgage Loan (except as provided in
          Section 4.01) and the Servicer shall not (i) permit any modification
          with respect to any Mortgage Loan that would change the Mortgage Interest
          Rate,
          reduce or increase the principal balance (except for reductions resulting
          from
          actual payments of principal) or change the final maturity date on such
          Mortgage
          Loan (except for (A) a reduction of interest payments resulting from the
          application of the Servicemembers Civil Relief Act, as amended, or any
          similar
          state statutes or (B) as provided in Section 3.07, if the Mortgagor is
          in default with respect to the Mortgage Loan or such default is, in the
          judgment
          of the Servicer, reasonably foreseeable) or (ii) permit any modification,
          waiver or amendment of any term of any Mortgage Loan that would both
          (A) effect an exchange or reissuance of such Mortgage Loan under
          Section 1001 of the Code (or final, temporary or proposed Treasury
          regulations promulgated thereunder) and (B) cause any Trust REMIC to fail
          to qualify as a REMIC under the Code or the imposition of any tax on “prohibited
          transactions” or “contributions after the start-up day” under the REMIC
          Provisions, or (iii) except as provided in Section 3.07(a),
          waive any Prepayment Premiums.]

         


        
          
            
            

          

          
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        (d)           The
          Servicer may delegate its responsibilities under this Agreement; provided, however,
          that no such
          delegation shall release the Servicer from the responsibilities or liabilities
          arising under this Agreement.

         

        (e)           In
          the event of any change in the outstanding rating by Moody’s of the Servicer as
          a servicer of residential Mortgage Loans, the Servicer shall provide written
          notice of such change to the Master Servicer within five (5) Business Days
          of
          such change.

         

        (f)           If,
          on any date of determination, the Servicer fails the Servicer Enhanced
          Review
          Test, the Servicer shall promptly submit a completed form in the form of
          Exhibit
          Q to the Master Servicer with respect to any Realized Losses, together
          with any
          supporting documentation reasonably requested by the Master Servicer, and
          shall
          continue to submit completed forms in the form of Exhibit Q, and
          related supporting documentation as requested by the Master Servicer, in
          connection with any subsequent Realized Losses.

         

        Section
          3.02.                                Subservicing
          Agreements
          between the Servicer and Subservicers.

         

        (a)           The
          Servicer may enter into one or more subservicing agreements with one or
          more
          Subservicers for the servicing and administration of the Mortgage Loans
          (“Subservicing
          Agreements”).

         

        (b)           Each
          Subservicer shall be (i) authorized to transact business in the state or
          states in which the related Mortgaged Properties it is to service are situated,
          if and to the extent required by applicable law to enable the Subservicer
          to
          perform its obligations hereunder and under the Subservicing Agreement
          and
          (ii) an institution approved as a mortgage loan originator by the Federal
          Housing Administration or an institution that has deposit accounts insured
          by
          the FDIC.  Each Subservicing Agreement must impose on the Subservicer
          requirements conforming to the provisions set forth in Section 3.08 and
          provide for servicing of the Mortgage Loans consistent with the terms of
          this
          Agreement.  The Servicer will examine each Subservicing Agreement and
          will be familiar with the terms thereof.  The terms of any
          Subservicing Agreement will not be inconsistent with any of the provisions
          of
          this Agreement.  The Servicer and the Subservicers may enter into and
          make amendments to the Subservicing Agreements or enter into different
          forms of
          Subservicing Agreements; provided, however,
          that any
          such amendments or different forms shall be consistent with and not violate
          the
          provisions of this Agreement, and that no such amendment or different form
          shall
          be made or entered into which could be reasonably expected to be materially
          adverse to the interests of the Trustee, without the consent of the
          Trustee.  Any variation without the consent of the Trustee from the
          provisions set forth in Section 3.08
          relating to insurance or priority requirements of Subservicing Accounts,
          or
          credits and charges to the Subservicing Accounts or the timing and amount
          of
          remittances by the Subservicers to the Servicer, are conclusively deemed
          to be
          inconsistent with this Agreement and therefore prohibited.  The
          Servicer shall deliver to the Trustee, the Master Servicer, the Trust
          Administrator and the Depositor copies of all Subservicing Agreements,
          and any
          amendments or modifications thereof, promptly upon the Servicer’s execution and
          delivery of such instruments.

         

        Any
          Subservicing Agreement and any other transactions or services relating
          to the
          Mortgage Loans involving a Subservicer shall be deemed to be between the
          Subservicer and the

         


        
          
            
            

          

          
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        Servicer
          alone, and the Depositor, the Master Servicer, the Trust Administrator
          and the
          Trustee shall have no obligations, duties or liabilities with respect to
          a
          Subservicer including no obligation, duty or liability of the Depositor,
          the
          Master Servicer, the Trust Administrator or Trustee, to pay a Subservicer’s fees
          and expenses.

         

        For
          purposes of this Agreement, the Servicer shall be deemed to have received
          any
          collections, recoveries or payments with respect to the related Mortgage
          Loans
          that are received by a related Subservicer regardless of whether such payments
          are remitted by the Subservicer to the Servicer.

         

        (c)           As
          part of its servicing activities hereunder, the Servicer (except as otherwise
          provided in the last sentence of this paragraph), for the benefit of the
          Trustee, shall enforce the obligations of each Subservicer under the related
          Subservicing Agreement to which the Servicer is a party, including, without
          limitation, any obligation to make advances in respect of delinquent payments
          as
          required by a Subservicing Agreement.  Such enforcement, including,
          without limitation, the legal prosecution of claims, termination of Subservicing
          Agreements, and the pursuit of other appropriate remedies, shall be in
          such form
          and carried out to such an extent and at such time as the Servicer, in
          its good
          faith business judgment, would require were it the owner of the related
          Mortgage
          Loans.  The Servicer shall pay the costs of such enforcement at its
          own expense, and shall be reimbursed therefor only (i) from a general
          recovery resulting from such enforcement, to the extent, if any, that such
          recovery exceeds all amounts due in respect of the related Mortgage Loans
          or
          (ii) from a specific recovery of costs, expenses or attorneys’ fees against
          the party against whom such enforcement is directed.

         

        The
          Servicer shall pay all fees, expenses or penalties necessary in order to
          terminate the rights and responsibilities of its Subservicer from the Servicer’s
          own funds without any right of reimbursement from the Depositor, the Trustee,
          the Master Servicer, the Trust Administrator, the   Collection
          Account.

         

        Section
          3.03.                                Successor
          Subservicers.

         

        The
          Servicer shall be entitled to terminate any Subservicing Agreement to which
          the
          Servicer is a party and the rights and obligations of any Subservicer pursuant
          to any Subservicing Agreement in accordance with the terms and conditions
          of
          such Subservicing Agreement.  In the event of termination of any
          Subservicer, all servicing obligations of such Subservicer shall be assumed
          simultaneously by the Servicer party to the related Subservicing Agreement
          without any act or deed on the part of such Subservicer or the Servicer,
          and the
          Servicer either shall service directly the related Mortgage Loans or shall
          enter
          into a Subservicing Agreement with a successor Subservicer which qualifies
          under
Section 3.02.

         

        Any
          Subservicing Agreement shall include the provision that such agreement
          may be
          immediately terminated by the Master Servicer, the Trustee or the Trust
          Administrator without fee, in accordance with the terms of this Agreement,
          in
          the event that the Servicer (or the Master Servicer, the Trust Administrator
          or
          the Trustee, if then acting as Servicer) shall, for any reason, no longer
          be the
          Servicer (including termination due to a Servicer Event of
          Default).

         


        
          
            
            

          

          
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        Section
          3.04.                                Liability of
          the
          Servicer.

         

        Notwithstanding
          any Subservicing Agreement, any of the provisions of this Agreement relating
          to
          agreements or arrangements between the Servicer and a Subservicer or reference
          to actions taken through a Subservicer or otherwise, the Servicer shall
          remain
          obligated and primarily liable to the Trustee for the servicing and
          administering of the Mortgage Loans in accordance with the provisions of
          Section 3.01 without diminution of such obligation or liability by virtue
          of such Subservicing Agreements or arrangements or by virtue of indemnification
          from the Subservicer and to the same extent and under the same terms and
          conditions as if the Servicer alone were servicing and administering such
          Mortgage Loans.  The Servicer shall be entitled to enter into any
          agreement with a Subservicer for indemnification of the Servicer by such
          Subservicer and nothing contained in this Agreement shall be deemed to
          limit or
          modify such indemnification.

         

        Section
          3.05.                                No Contractual
          Relationship
          between Subservicers and the Trustee, Master Servicer, Trust Administrator
          or
          Certificateholder.

         

        Any
          Subservicing Agreement that may be entered into and any transactions or
          services
          relating to the Mortgage Loans involving a Subservicer in its capacity
          as such
          shall be deemed to be between the Subservicer and the Servicer alone, and
          the
          Trustee, the Master Servicer, the  Trust Administrator and the
          Certificateholder (or any successor to the Servicer) shall not be deemed
          a party
          thereto and shall have no claims, rights, obligations, duties or liabilities
          with respect to the Subservicer except as set forth in Section 3.06.  The
          Servicer shall be solely liable for all fees owed by it to any Subservicer,
          irrespective of whether the Servicer’s compensation pursuant to this Agreement
          is sufficient to pay such fees.

         

        Section
          3.06.                                Assumption or
          Termination of
          Subservicing Agreements by Master Servicer, Trustee or Trust
          Administrator.

         

        In
          the
          event the Servicer at any time shall for any reason no longer be the Servicer
          (including by reason of the occurrence of a Servicer Event of Default),
          the
          Master Servicer or any other successor to Servicer pursuant to this Agreement,
          shall thereupon assume all of the rights and obligations of the Servicer
          under
          each Subservicing Agreement that the Servicer may have entered into, with
          copies
          thereof provided to the Master Servicer prior to the Master Servicer assuming
          such rights and obligations, unless the Master Servicer elects to terminate
          any
          Subservicing Agreement in accordance with its terms as provided in Section 3.03.

         

        Upon
          such
          assumption, the Master Servicer, its designee or the successor servicer
          shall be
          deemed, subject to Section 3.03, to
          have assumed all of the Servicer’s interest therein and to have replaced the
          Servicer as a party to each Subservicing Agreement to the same extent as
          if each
          Subservicing Agreement had been assigned to the assuming party, except
          that
          (i) the Servicer shall not thereby be relieved of any liability or
          obligations under any Subservicing Agreement that arose before it ceased
          to be
          the Servicer and (ii) none of the Trustee, the Trust Administrator, the
          Master Servicer, their designees or any successor to the Servicer shall
          be
          deemed to have assumed any liability or obligation of the Servicer that
          arose
          before it ceased to be the Servicer.

         


        
          
            
            

          

          
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        The
          Servicer at its expense shall, upon request of the Master Servicer, the
          Trust
          Administrator or the Trustee, deliver to the assuming party all documents
          and
          records relating to each Subservicing Agreement and the Mortgage Loans
          then
          being serviced by it and an accounting of amounts collected and held by
          or on
          behalf of it, and otherwise use its best efforts to effect the orderly
          and
          efficient transfer of the Subservicing Agreements to the assuming
          party.

         

        Section
          3.07.                                Collection of
          Certain
          Mortgage Loan Payments.

         

        (a)           The
          Servicer shall make reasonable efforts to collect all payments called for
          under
          the terms and provisions of the Mortgage Loans and shall, to the extent
          such
          procedures shall be consistent with this Agreement and the terms and provisions
          of any applicable Insurance Policies, follow such collection procedures
          as it
          would follow with respect to mortgage loans comparable to the Mortgage
          Loans and
          held for its own account.  Consistent with the foregoing and Accepted
          Servicing Practices, the Servicer may (i) waive any late payment charge or,
          if applicable, any penalty interest, or (ii) extend the due dates for the
          Scheduled Payments due on a Mortgage Note for a period of not greater than
          180 days; provided, that
          any
          extension pursuant to clause (ii) above shall not affect the amortization
          schedule of any Mortgage Loan for purposes of any computation hereunder,
          except
          as provided below.  In the event of any such arrangement pursuant to
          clause (ii) above, the Servicer shall make timely advances on such Mortgage
          Loan during such extension pursuant to Section 4.01 and
          in accordance with the amortization schedule of such Mortgage Loan without
          modification thereof by reason of such arrangements, subject to Section 4.01(d)
          pursuant to which the Servicer shall not be required to make any such advances
          that are Nonrecoverable P&I Advances; provided, however, that the no
          modification, waiver or amendment with respect to a Mortgage Loan shall
          be
          permitted if the aggregate number of outstanding Mortgage Loans which have
          been
          modified, waived or amended exceeds 5% of the number of Mortgage Loans
          as of the
          Cut-off Date. Notwithstanding the foregoing, in the event that any Mortgage
          Loan
          is in default or is a 60+ Day Delinquent Mortgage Loan and in the Servicer’s
          opinion it is reasonably foreseeable that such Mortgage Loan will default,
          the
          Servicer, consistent with the standards set forth in Section 3.01, may
          also waive, modify or vary any term of such Mortgage Loan (including
          modifications that would change the Mortgage Interest Rate, forgive the
          payment
          of principal or interest, extend the final maturity date of such Mortgage
          Loan
          or waive, in whole or in part, a Prepayment Premium), accept payment from
          the
          related Mortgagor of an amount less than the Stated Principal Balance in
          final
          satisfaction of such Mortgage Loan, or consent to the postponement of strict
          compliance with any such term or otherwise grant indulgence to any Mortgagor
          (any and all such waivers, modifications, variances, forgiveness of principal
          or
          interest, postponements, or indulgences collectively referred to herein
          as
“forbearance”);
          provided, however, that the Servicer’s approval of a modification of a Due Date
          shall not be considered a modification for purposes of this sentence; provided, further,
          that the
          final maturity date of any Mortgage Loan may not be extended beyond the
          Final
          Scheduled Distribution Date for the Certificates.  The Servicer’s
          analysis supporting any forbearance and the conclusion that any forbearance
          meets the standards of Section 3.01 shall
          be
          reflected in writing in the applicable Servicing File.  In addition,
          notwithstanding the foregoing, the Servicer may also waive, in whole or
          in part,
          a Prepayment Premium if such Prepayment Premium is (i) not permitted to be
          collected by applicable law or the collection thereof would be considered
          “predatory” pursuant to written guidance published by any applicable federal,
          state or local regulatory authority having jurisdiction over such matters,
          or

         


        
          
            
            

          

          
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        (ii) the
          enforceability thereof is limited (1) by bankruptcy, insolvency,
          moratorium, receivership or other similar laws relating to creditor’s rights or
          (2) due to acceleration in connection with a foreclosure or other
          involuntary payment.

         

        (b)           The
          Servicer shall give notice to the Trustee, the Trust Administrator, the
          Master
          Servicer, each Rating Agency and the Depositor of any proposed change of
          the
          location of the Collection Account within a reasonable period of time prior
          to
          any change thereof.

         

        Section
          3.08.                                Subservicing
          Accounts.

         

        In
          those
          cases where a Subservicer is servicing a Mortgage Loan pursuant to a
          Subservicing Agreement, the Subservicer will be required to establish and
          maintain one or more accounts (collectively, the “Subservicing
          Account”).  The Subservicing Account shall be an Eligible
          Account and shall otherwise be acceptable to the Servicer.  The
          Subservicer shall deposit in the clearing account (which account must be
          an
          Eligible Account) in which it customarily deposits payments and collections
          on
          mortgage loans in connection with its mortgage loan servicing activities
          on a
          daily basis, and in no event more than one Business Day after the Subservicer’s
          receipt thereof, all proceeds of Mortgage Loans received by the Subservicer
          less
          its servicing compensation to the extent permitted by the Subservicing
          Agreement, and shall thereafter deposit such amounts in the Subservicing
          Account, in no event more than two Business Days after the deposit of such
          funds
          into the clearing account.  The Subservicer shall thereafter deposit
          such proceeds in the Collection Account of the Servicer or remit such proceeds
          to the Servicer for deposit in the Collection Account of the Servicer not
          later
          than two Business Days after the deposit of such amounts in the Subservicing
          Account.  For purposes of this Agreement, the Servicer shall be deemed
          to have received payments on the Mortgage Loans when the Subservicer receives
          such payments.

         

        Section
          3.09.                                Collection of
          Taxes,
          Assessments and Similar Items; Escrow Accounts.

         

        (a)           The
          Servicer shall ensure that each of the related Mortgage Loans shall be
          covered
          by a paid-in-full, life-of-the-loan tax service contract in effect with
          respect
          to each related Mortgage Loan (each, a “Tax Service
          Contract”).  Each Tax Service Contract shall be assigned to the
          Trustee, or its designee, at the Servicer’s expense in the event that the
          Servicer is terminated as Servicer of the related Mortgage Loan.

         

        (b)           To
          the extent that the services described in this paragraph (b) are not
          otherwise provided pursuant to the Tax Service Contracts described in
          paragraph (a) hereof, the Servicer undertakes to perform such
          functions.  To the extent the related Mortgage Loan provides for
          Escrow Payments, the Servicer shall establish and maintain, or cause to
          be
          established and maintained, one or more accounts (the “Escrow Accounts”),
          which shall be Eligible Accounts.  The Servicer shall deposit in the
          clearing account (which account must be an Eligible Account) in which it
          customarily deposits payments and collections on mortgage loans in connection
          with its mortgage loan servicing activities on a daily basis, and in no
          event
          more than one Business Day after the Servicer’s receipt thereof, all collections
          from the Mortgagors (or related advances from Subservicers) for the payment
          of
          taxes, assessments, hazard insurance premiums and comparable items for
          the
          account of the Mortgagors (“Escrow Payments”)
          collected on account

         


        
          
            
            

          

          
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        of
          the
          Mortgage Loans and shall thereafter deposit such Escrow Payments in the
          Escrow
          Accounts, in no event more than two Business Days after the deposit of
          such
          funds in the clearing account, for the purpose of effecting the payment
          of any
          such items as required under the terms of this Agreement.  Withdrawals
          of amounts from an Escrow Account may be made only to (i) effect payment of
          taxes, assessments, hazard insurance premiums, and comparable items;
          (ii) reimburse the Servicer (or a Subservicer to the extent provided in the
          related Subservicing Agreement) out of related collections for any advances
          made
          pursuant to Section 3.01 (with respect to taxes and assessments) and
          Section 3.13 (with respect to hazard insurance); (iii) refund to
          Mortgagors any sums as may be determined to be overages; (iv) apply to the
          restoration or repair of the Mortgaged Property in accordance with the
          Section
          3.13; (v) transfer to the Collection Account and application to reduce the
          principal balance of the Mortgage Loan in accordance with the terms of
          the
          related Mortgage and Mortgage Note; (vi) pay interest to the Servicer and,
          if required and as described below, to Mortgagors on balances in the Escrow
          Account; (vii) clear and terminate the Escrow Account at the termination of
          the Servicer’s obligations and responsibilities in respect of the related
          Mortgage Loans under this Agreement; or (viii) recover amounts deposited in
          error.  As part of its servicing duties, the Servicer or Subservicers
          shall pay to the Mortgagors interest on funds in Escrow Accounts, to the
          extent
          required by law and, to the extent that interest earned on funds in the
          Escrow
          Accounts is insufficient, to pay such interest from its or their own funds,
          without any reimbursement therefor.  To the extent that a Mortgage
          does not provide for Escrow Payments, the Servicer shall use commercially
          reasonable efforts consistent with Accepted Servicing Practices to determine
          whether any such payments are made by the Mortgagor in a manner and at
          a time
          that avoids the loss of the Mortgaged Property due to a tax sale or the
          foreclosure as a result of a tax lien.  The Servicer assumes full
          responsibility for the payment of all such bills within such time and shall
          effect payments of all such bills irrespective of the Mortgagor’s faithful
          performance in the payment of same or the making of the Escrow Payments
          and
          shall make advances from its own funds to effect such payments; provided, however,
          that such
          advances are deemed to be Servicing Advances.

         

        Section
          3.10.                                Collection
          Account.

         

        (a)           On
          behalf of the Trustee, the Servicer shall establish and maintain, or cause
          to be
          established and maintained, one or more segregated Eligible Accounts (such
          account or accounts, the “Collection Account”),
          held in trust for the benefit of the Trustee.  On behalf of the
          Trustee, the Servicer shall deposit or cause to be deposited in the clearing
          account (which account must be an Eligible Account) in which it customarily
          deposits payments and collections on mortgage loans in connection with
          its
          mortgage loan servicing activities on a daily basis, and in no event more
          than
          one Business Day after the Servicer’s receipt thereof, and shall thereafter
          deposit in the Collection Account, in no event more than two Business Days
          after
          the deposit of such funds into the clearing account, as and when received
          or as
          otherwise required hereunder, the following payments and collections received
          or
          made by it subsequent to the Cut-off Date (other than in respect of principal
          or
          interest on the related Mortgage Loans due on or before the Cut-off Date),
          or
          payments (other than Principal Prepayments) received by it on or prior
          to the
          related Cut-off Date but allocable to a Due Period subsequent
          thereto:

         


        
          
            
            

          

          
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        (i)           all
          payments on account of principal, including Principal Prepayments, on the
          Mortgage Loans;

         

        (ii)           all
          payments on account of interest (net of the Servicing Fee) on each Mortgage
          Loan;

         

        (iii)           all
          Insurance Proceeds and Condemnation Proceeds (to the extent such Insurance
          Proceeds and Condemnation Proceeds are not to be applied to the restoration
          of
          the related Mortgaged Property or released to the related Mortgagor in
          accordance with the express requirements of law or in accordance with prudent
          and customary servicing practices) and all Liquidation Proceeds;

         

        (iv)           any
          amounts required to be deposited pursuant to Section 3.12 in
          connection with any losses realized on Permitted Investments with respect
          to
          funds held in the Collection Account;

         

        (v)           any
          amounts required to be deposited by the Servicer pursuant to the second
          paragraph of Section 3.13(a)
          in respect of any blanket policy deductibles;

         

        (vi)           all
          proceeds of any Mortgage Loan repurchased or purchased in accordance with
          this
          Agreement;

         

        (vii)           all
          Substitution Shortfall Amounts; and

         

        (viii)          all
          Prepayment Premiums collected by the Servicer.

         

        The
          foregoing requirements for deposit in the Collection Account shall be exclusive,
          it being understood and agreed that, without limiting the generality of
          the
          foregoing, payments in the nature of late payment charges, NSF fees,
          reconveyance fees, assumption fees and other similar fees and charges need
          not
          be deposited by the Servicer in the Collection Account and shall, upon
          collection, belong to the Servicer as additional compensation for its servicing
          activities.  In the event the Servicer shall deposit in the Collection
          Account any amount not required to be deposited therein, it may at any
          time
          withdraw such amount from the Collection Account, any provision herein
          to the
          contrary notwithstanding.

         

        (b)           Funds
          in the Collection Account may be invested in Permitted Investments in accordance
          with the provisions set forth in Section 3.12.  The
          Servicer shall give notice to the Trust Administrator, the Master Servicer
          and
          the Depositor of the location of the Collection Account maintained by it
          when
          established and prior to any change thereof.

         

        Section
          3.11.                                Withdrawals
          from the
          Collection Account and the Certificate Account.

         

        (a)           The
          Servicer and the Trust Administrator, respectively, shall, from time to
          time,
          make withdrawals from the Collection Account or the Certificate Account,
          as
          applicable, for any of the following purposes or as described in Section 4.01:

         


        
          
            
            

          

          
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        (i)           on
          or prior to the Remittance Date, to remit to the Trust Administrator for
          deposit
          into the Certificate Account all Available Funds in respect of the related
          Distribution Date together with all amounts representing Prepayment Premiums
          from the Mortgage Loans received during the related Prepayment
          Period;

         

        (ii)           to
          reimburse the Servicer for P&I Advances, but only to the extent of amounts
          received which represent Late Collections (net of the related Servicing
          Fees) of
          Scheduled Payments on Mortgage Loans with respect to which such P&I Advances
          were made in accordance with the provisions of Section 4.01;

         

        (iii)           to
          pay the Servicer or any Subservicer (A) any unpaid Servicing Fees or
          (B) any unreimbursed Servicing Advances with respect to each Mortgage Loan,
          but only to the extent of any Late Collections, Liquidation Proceeds,
          Condemnation Proceeds, Insurance Proceeds or other amounts as may be collected
          by the Servicer from a Mortgagor, or otherwise received with respect to
          such
          Mortgage Loan (or the related REO Property);

         

        (iv)           to
          pay to the Servicer as servicing compensation (in addition to the Servicing
          Fee)
          on the Remittance Date any interest or investment income earned on funds
          deposited in the Collection Account;

         

        (v)           to
          pay to the Originator, with respect to each Mortgage Loan that has previously
          been repurchased or replaced pursuant to this Agreement all amounts received
          thereon subsequent to the date of purchase or substitution, as the case
          may
          be;

         

        (vi)           to
          reimburse the Servicer for (A) any P&I Advance or Servicing Advance
          previously made which the Servicer has determined to be a Nonrecoverable
          P&I
          Advance or Nonrecoverable Servicing Advance in accordance with the provisions
          of
          Section 4.01 and (B) any unpaid Servicing Fees to the extent not
          recoverable from Liquidation Proceeds, Insurance Proceeds or other amounts
          received with respect to the related Mortgage Loan under Section
          3.11(a)(iii);

         

        (vii)           to
          pay, or to reimburse the Servicer for advances in respect of, expenses
          incurred
          in connection with any Mortgage Loan pursuant to Section 3.15;

         

        (viii)          to
          pay to the Master Servicer the Master Servicing Fee;

         

        (ix)           [reserved];

         

        (x)           to
          reimburse the Servicer, the Depositor, the Master Servicer, the Trust
          Administrator, the Trustee or the Custodian for expenses incurred by or
          reimbursable to the Servicer, the Depositor, the Trustee, the Master Servicer,
          the Trust Administrator or the Custodian, as the case may be, pursuant
          to this
          Agreement;

         

        (xi)           to
          reimburse the Servicer, the Master Servicer, the Trust Administrator or
          the
          Trustee, as the case may be, for expenses reasonably incurred in respect
          of the
          breach or defect giving rise to the repurchase obligation under Section 2.03 of
          this Agreement

         


        
          
            
            

          

          
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        that
          were
          included in the Repurchase Price of the Mortgage Loan, including any expenses
          arising out of the enforcement of the repurchase obligation, to the extent
          not
          otherwise paid pursuant to the terms hereof;

         

        (xii)           [reserved];

         

        (xiii)            to
          withdraw any amounts deposited in the Collection Account in error;
          and

         

        (xiv)           to
          clear and terminate the Collection Account upon termination of this
          Agreement.

         

        To
          the
          extent that the Servicer does not timely make the remittance referred to
          in
          clause (i) above, the Servicer shall pay the Trust Administrator for the
          account
          of the Trust Administrator interest on any amount not timely remitted at
          the
          prime rate, from and including the applicable Remittance Date to but excluding
          the date such remittance is actually made.

         

        (b)           The
          Servicer shall keep and maintain separate accounting, on a Mortgage Loan
          by
          Mortgage Loan basis, for the purpose of justifying any withdrawal from
          the
          Collection Account, to the extent held by or on behalf of it, pursuant
          to
          subclauses (a)(ii), (iii), (iv), (v), (vi), (vii), (viii) and (ix)
          above.  The Servicer shall provide written notification to the
          Depositor on or prior to the next succeeding Remittance Date, upon making
          any
          withdrawals from the Collection Account pursuant to subclause (a)(vi)
          above.

         

        Section
          3.12.                                Investment of
          Funds in the
          Collection Account, the Pre-Funding Account and the Certificate
          Account.

         

        (a)           The
          Servicer may invest the funds in the Collection Account and the Trust
          Administrator may invest funds in the Pre-Funding Account and the Certificate
          Account (for purposes of this Section 3.12, each such Account is referred
          to as an “Investment
          Account”), in one or more Permitted Investments bearing interest or sold
          at a discount, and maturing, unless payable on demand, no later than the
          Business Day on which such funds are required to be withdrawn from such
          account
          pursuant to this Agreement (or, in the case of investments not managed
          or
          advised by the Trust Administrator or an affiliate thereof, the Business
          Day
          prior to such date).  All such Permitted Investments shall be held to
          maturity, unless payable on demand.  Any investment of funds in an
          Investment Account shall be made in the name of the Trust
          Administrator.  The Trust Administrator shall be entitled to sole
          possession (except with respect to investment direction of funds held in
          the
          Collection Account and any income and gain realized thereon) over each
          such
          investment, and any certificate or other instrument evidencing any such
          investment shall be delivered directly to the Trust Administrator or its
          agent,
          together with any document of transfer necessary to transfer title to such
          investment to the Trust Administrator.  In the event amounts on
          deposit in an Investment Account are at any time invested in a Permitted
          Investment payable on demand, the Trust Administrator may:

         

        
          	
                   

                	
                  (x)

                	
                  consistent
                    with any notice required to be given thereunder, demand that
                    payment
                    thereon be made on the last day such Permitted Investment may
                    otherwise
                    mature hereunder in an amount equal to the lesser of
                    (1) all

                


        

         


        
          
            
            

          

          
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        amounts
          then payable thereunder and (2) the amount required to be withdrawn on such
          date; and

         

        
          	
                   

                	
                  (y)

                	
                  demand
                    payment of all amounts due thereunder to the extent that such
                    Permitted
                    Investment would not constitute a Permitted Investment in respect
                    of funds
                    thereafter on deposit in the Investment
                    Account.

                


        

         

        (b)           All
          income and gain realized from the investment of funds deposited in the
          Collection Account and Escrow Account held by or on behalf of the Servicer,
          shall be for the benefit of the Servicer and shall be subject to its withdrawal
          in the manner set forth in Section 3.11.  Any other benefit
          derived from the Collection Account and Escrow Account associated with
          the
          receipt, disbursement and accumulation of principal, interest, taxes, hazard
          insurance, mortgage blanket insurance, and like sources, shall accrue to
          the
          benefit of the Servicer, except that the Servicer shall not realize any
          economic
          benefit from any forced charging of services.  All income and gain
          realized from the investment of funds deposited in the Pre-Funding Account
          shall
          be for the benefit of the Seller and shall be paid to the Seller in accordance
          with the provisions of Section ___ hereof.  The Servicer and the
          Seller shall deposit in the Collection Account, the Escrow Account and
          the
          Pre-Funding Account, respectively, the amount of any loss of principal
          incurred
          in respect of any such Permitted Investment made with funds in such accounts
          immediately upon realization of such loss.

         

        (c)           All
          income and gain realized from the investment of funds deposited in the
          Certificate Account held by the Trust Administrator, shall be for the benefit
          of
          the Trust Administrator.  The  Trust Administrator shall
          deposit in the Certificate Account the amount of any loss of principal
          incurred
          in respect of any such Permitted Investment made with funds in such accounts
          immediately upon realization of such loss.

         

        (d)           Except
          as otherwise expressly provided in this Agreement, if any default occurs
          in the
          making of a payment due under any Permitted Investment, or if a default
          occurs
          in any other performance required under any Permitted Investment, the Trustee
          shall take such action as may be appropriate to enforce such payment or
          performance, including the institution and prosecution of appropriate
          proceedings.

         

        (e)           The
          Trustee and the Trust Administrator or their respective Affiliates are
          permitted
          to receive additional compensation that could be deemed to be in their
          respective economic self-interest for (i) serving as investment adviser,
          administrator, shareholder, servicing agent, custodian or sub-custodian
          with
          respect to certain of the Permitted Investments, (ii) using Affiliates to
          effect transactions in certain Permitted Investments and (iii) effecting
          transactions in certain Permitted Investments.

         

        Section
          3.13.                                Maintenance
          of Hazard
          Insurance, Errors and Omissions and Fidelity Coverage.

         

        (a)           The
          Servicer shall cause to be maintained for each Mortgage Loan fire insurance
          with
          extended coverage on the related Mortgaged Property in an amount which
          is at
          least equal to the least of (i) the current principal balance of such
          Mortgage Loan, (ii) the amount necessary

         


        
          
            
            

          

          
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        to
          fully
          compensate for any damage or loss to the improvements that are a part of
          such
          property on a replacement cost basis, (iii) the maximum insurable value of
          the improvements which are a part of such Mortgaged Property, and (iv) the
          amount determined by applicable federal or state law, in each case in an
          amount
          not less than such amount as is necessary to avoid the application of any
          coinsurance clause contained in the related hazard insurance
          policy.  The Servicer shall also cause to be maintained fire insurance
          with extended coverage on each REO Property in an amount which is at least
          equal
          to the lesser of (i) the maximum insurable value of the improvements which
          are a part of such property and (ii) the outstanding principal balance of
          the related Mortgage Loan at the time it became an REO Property, plus
          accrued interest at the Mortgage Interest Rate and related Servicing
          Advances.  The Servicer will comply in the performance of this
          Agreement with all reasonable rules and requirements of each insurer under
          any
          such hazard policies.  Any amounts to be collected by any Servicer
          under any such policies (other than amounts to be applied to the restoration
          or
          repair of the property subject to the related Mortgage or amounts to be
          released
          to the Mortgagor in accordance with the procedures that the Servicer would
          follow in servicing loans held for its own account, subject to the terms
          and
          conditions of the related Mortgage and Mortgage Note) shall be deposited
          in the
          Collection Account, subject to withdrawal pursuant to
          Section 3.11.  If the Mortgagor fails to provide
          Mortgage Loan hazard insurance coverage after thirty (30) days of Servicer’s
          written notification, the Servicer shall put in place such hazard insurance
          coverage on the Mortgagor’s behalf.  Any out-of-pocket expense or
          advance made by the Servicer on such force placed hazard insurance coverage
          shall be deemed a Servicing Advance.  Any cost incurred by any
          Servicer in maintaining any such insurance shall not, for the purpose of
          calculating distributions to the Trust Administrator, be added to the unpaid
          principal balance of the related Mortgage Loan, notwithstanding that the
          terms
          of such Mortgage Loan so permit.  It is understood and agreed that no
          earthquake or other additional insurance is to be required of any Mortgagor
          other than pursuant to such applicable laws and regulations as shall at
          any time
          be in force and as shall require such additional insurance.  If the
          Mortgaged Property or REO Property is at any time in an area identified in
          the Federal Register by the Federal Emergency Management Agency as having
          special flood hazards and flood insurance has been made available, the
          Servicer
          will cause to be maintained a flood insurance policy in respect
          thereof.  Such flood insurance shall be in an amount equal to the
          lesser of (i) the minimum amount required, under the terms of coverage, to
          compensate for any damage or loss on a replacement cost basis (or the unpaid
          principal balance of the related Mortgage Loan if replacement cost coverage
          is
          not available for the type of building insured) and (ii) the maximum amount
          of insurance which is available under the Flood Disaster Protection Act
          of 1973,
          as amended.  If at any time during the term of the Mortgage Loan, the
          Servicer determines in accordance with applicable law and pursuant to the
          Federal Emergency Management Agency Guides that a Mortgaged Property is
          located
          in a special flood hazard area and is not covered by flood insurance or
          is
          covered in an amount less than the amount required by the Flood Disaster
          Protection Act of 1973, as amended, the Servicer shall notify the related
          Mortgagor to obtain such flood insurance coverage, and if said Mortgagor
          fails
          to obtain the required flood insurance coverage within forty-five (45)
          days
          after such notification, the Servicer shall immediately force place the
          required
          flood insurance on the Mortgagor’s behalf. Any out-of-pocket expense or advance
          made by the Servicer on such force placed flood insurance coverage shall
          be
          deemed a Servicing Advance.

         


        
          
            
            

          

          
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        In
          the
          event that any Servicer shall obtain and maintain a blanket policy with
          an
          insurer having a General Policy Rating of “B” or better in Best’s (or such other
          rating that is comparable to such rating) insuring against hazard losses
          on all
          of the Mortgage Loans, it shall conclusively be deemed to have satisfied
          its
          obligations as set forth in the first two sentences of this Section 3.13,
          it being understood and agreed that such policy may contain a deductible
          clause,
          in which case the Servicer shall, in the event that there shall not have
          been
          maintained on the related Mortgaged Property or REO Property a policy complying
          with the first two sentences of this Section 3.13, and there shall have
          been one or more losses which would have been covered by such policy, deposit
          to
          the Collection Account from its own funds the amount not otherwise payable
          under
          the blanket policy because of such deductible clause.  In connection
          with its activities as administrator and servicer of the Mortgage Loans,
          the
          Servicer agrees to prepare and present, on behalf of itself, the Trustee
          claims
          under any such blanket policy in a timely fashion in accordance with the
          terms
          of such policy.

         

        (b)           The
          Servicer shall keep in force during the term of this Agreement a policy
          or
          policies of insurance covering errors and omissions for failure in the
          performance of the Servicer’s obligations under this Agreement.  The
          Servicer shall provide the Trustee, the Master Servicer or the Trust
          Administrator upon request with copies of any such insurance policies and
          fidelity bond.  The Servicer shall be deemed to have complied with
          this provision if an Affiliate of the Servicer has such errors and omissions
          and
          fidelity bond coverage and, by the terms of such insurance policy or fidelity
          bond, the coverage afforded thereunder extends to the Servicer.  Any
          such errors and omissions policy and fidelity bond shall by its terms not
          be
          cancelable without thirty days’ prior written notice to the
          Trustee.  The Servicer shall also cause each Subservicer to maintain a
          policy of insurance covering errors and omissions and a fidelity bond which
          would meet such requirements.

         

        Section
          3.14.                                Enforcement
          of Due-on-Sale
          Clauses; Assumption Agreements.

         

        The
          Servicer will, to the extent it has knowledge of any conveyance or prospective
          conveyance of any Mortgaged Property by any Mortgagor (whether by absolute
          conveyance or by contract of sale, and whether or not the Mortgagor remains
          or
          is to remain liable under the Mortgage Note and/or the Mortgage), exercise
          its
          rights to accelerate the maturity of such Mortgage Loan under the “due-on-sale”
clause, if any, applicable thereto; provided, however, that the Servicer
          shall
          not be required to take such action if, in its sole business judgment,
          the
          Servicer believes it is not in the best interests of the Trust Fund and
          shall
          not exercise any such rights if prohibited by law from doing so.  If
          the Servicer reasonably believes it is unable under applicable law to enforce
          such “due-on-sale” clause or if any of the other conditions set forth in the
          proviso to the preceding sentence apply, the Servicer will enter into an
          assumption and modification agreement from or with the person to whom such
          property has been conveyed or is proposed to be conveyed, pursuant to which
          such
          person becomes liable under the Mortgage Note, and, to the extent permitted
          by
          applicable state law, the Mortgagor remains liable thereon.  The
          Servicer is also authorized to enter into a substitution of liability agreement
          with such person, pursuant to which the original Mortgagor is released
          from
          liability and such person is substituted as the Mortgagor and becomes liable
          under the Mortgage Note; provided, that no such substitution shall be effective
          unless such person satisfies the underwriting criteria of the Servicer
          and such
          substitution is in the best interest of the Certificateholders as determined
          by

         


        
          
            
            

          

          
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        the
          Servicer.  In connection with any assumption, modification or
          substitution, the Servicer shall apply such underwriting standards and
          follow
          such practices and procedures as shall be normal and usual in its general
          mortgage servicing activities and as it applies to other mortgage loans
          owned
          solely by it.  The Servicer shall not take or enter into any
          assumption and modification agreement, however, unless (to the extent
          practicable in the circumstances) it shall have received confirmation,
          in
          writing, of the continued effectiveness of any applicable hazard insurance
          policy, or a new policy meeting the requirements of this Section is
          obtained.  Any fee collected by the Servicer in respect of an
          assumption or substitution of liability agreement will be retained by the
          Servicer as additional servicing compensation.  In connection with any
          such assumption, no material term of the Mortgage Note (including but not
          limited to the related Mortgage Interest Rate and the amount of the Scheduled
          Payment) may be amended or modified, except as otherwise required pursuant
          to
          the terms thereof and in accordance with Section 3.01(c) herein.  The
          Servicer shall notify the Trustee that any such substitution, modification
          or
          assumption agreement has been completed by forwarding to the Trustee the
          executed original of such substitution or assumption agreement, which document
          shall be added to the related Mortgage File and shall, for all purposes,
          be
          considered a part of such Mortgage File to the same extent as all other
          documents and instruments constituting a part thereof.

         

        Notwithstanding
          the foregoing paragraph or any other provision of this Agreement, the Servicer
          shall not be deemed to be in default, breach or any other violation of
          its
          obligations hereunder by reason of any assumption of a Mortgage Loan by
          operation of law or by the terms of the Mortgage Note or any assumption
          which
          the Servicer may be restricted by law from preventing, for any reason
          whatsoever.  For purposes of this Section 3.14, the term
“assumption” is deemed to also include a sale (of the Mortgaged Property)
          subject to the Mortgage that is not accompanied by an assumption or substitution
          of liability agreement.

         

        Section
          3.15.                                Realization
          upon Defaulted
          Mortgage Loans.

         

        The
          Servicer shall use its best efforts, consistent with Accepted Servicing
          Practices, to foreclose upon or otherwise comparably convert (which may
          include
          an acquisition of REO Property) the ownership of properties securing such
          of the Mortgage Loans as come into and continue in default and as to which
          no
          satisfactory arrangements can be made for collection of delinquent payments
          pursuant to Section 3.07, and which are not released from this Agreement
          pursuant to any other provision hereof.  [The Servicer shall use
          reasonable efforts to realize upon such defaulted Mortgage Loans as
          expeditiously as possible and in such manner as will maximize the receipt
          of
          principal and interest by the Trust Fund, taking into account, among other
          things, the timing of foreclosure proceedings.]  The foregoing is
          subject to the provisions that, in any case in which a Mortgaged Property
          shall
          have suffered damage from an uninsured cause, the Servicer shall not be
          required
          to expend its own funds toward the restoration of such property unless
          it shall
          determine in its sole discretion (i) that such restoration will increase
          the net proceeds of liquidation of the related Mortgage Loan to the Trust
          Fund,
          after reimbursement to itself for such expenses, and (ii) that such
          expenses will be recoverable by the Servicer through Insurance Proceeds,
          Condemnation Proceeds or Liquidation Proceeds from the related Mortgaged
          Property, as contemplated in Section 3.11.  The Servicer shall be
          responsible for all other costs and expenses incurred by it in any such
          proceedings; provided, however, that it shall be entitled to reimbursement
          thereof from the related property, as contemplated in
          Section 3.11.

         


        
          
            
            

          

          
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        The
          proceeds of any Liquidation Event or REO Disposition, as well as any recovery
          resulting from a partial collection of Insurance Proceeds, Condemnation
          Proceeds
          or Liquidation Proceeds or any income from an REO Property, will be applied
          in
          the following order of priority:  first, to reimburse the Servicer or
          any Subservicer for any related unreimbursed Servicing Advances, pursuant
          to
          Section 3.11 or 3.17; second, to accrued and unpaid interest on the
          Mortgage Loan or REO Imputed Interest, at the Mortgage Interest Rate, to
          the date of the liquidation or REO Disposition, or to the Due Date prior to
          the Remittance Date on which such amounts are to be distributed if not
          in
          connection with a Liquidation Event or REO Disposition; third, to reimburse
          any
          Servicer for any related unreimbursed P&I Advances, pursuant to
          Section 3.11; and fourth, as a recovery of principal of the Mortgage
          Loan.  If the amount of the recovery so allocated to interest is less
          than a full recovery thereof, that amount will be allocated as
          follows:  first, to unpaid Servicing Fees; and second, as interest at
          the Mortgage Interest Rate (net of the Servicing Fee Rate).  The
          portion of the recovery so allocated to unpaid Servicing Fees shall be
          reimbursed to the Servicer or any Subservicer pursuant to Section 3.11 or
3.17.  The
          portions of the recovery so allocated to interest at the Mortgage Interest
          Rate
          (net of the Servicing Fee Rate) and to principal of the Mortgage Loan shall
          be
          applied as follows:  first, to reimburse the Servicer or any
          Subservicer for any related unreimbursed Servicing Advances in accordance
          with
Section 3.11 or
3.17,
          and
          second, to the Trust Administrator for distribution in accordance with
          the
          provisions of Section 4.02,
          subject to the last paragraph of Section 3.17
          with respect to certain excess recoveries from an REO Disposition.

         

        Notwithstanding
          anything to the contrary contained herein, in connection with a foreclosure
          or
          acceptance of a deed in lieu of foreclosure, in the event the Servicer
          has
          received actual notice of, or has actual knowledge of the presence of,
          hazardous
          or toxic substances or wastes on the related Mortgaged Property, or if
          the
          Trustee otherwise requests, the Servicer shall cause an environmental inspection
          or review of such Mortgaged Property to be conducted by a qualified
          inspector.  Upon completion of the inspection, the Servicer shall
          promptly provide the Trustee, the Master Servicer and the Depositor with
          a
          written report of the environmental inspection.

         

        After
          reviewing the environmental inspection report, the Depositor  shall
          determine how the Servicer shall proceed with respect to the Mortgaged
          Property.  In the event (a) the environmental inspection report
          indicates that the Mortgaged Property is contaminated by hazardous or toxic
          substances or wastes and (b) the Depositor directs the Servicer to proceed
          with foreclosure or acceptance of a deed in lieu of foreclosure, the Servicer
          shall be reimbursed for all reasonable costs associated with such foreclosure
          or
          acceptance of a deed in lieu of foreclosure and any related environmental
          clean-up costs, as applicable, from the related Liquidation Proceeds, or
          if the
          Liquidation Proceeds are insufficient to fully reimburse the Servicer,
          the
          Servicer shall be entitled to be reimbursed from amounts in the Collection
          Account pursuant to Section 3.11.  In the event the Depositor,
          with the prior consent of the Trustee, directs the Servicer not to proceed
          with
          foreclosure or acceptance of a deed in lieu of foreclosure, the Servicer
          shall
          be reimbursed from general collections for all Servicing Advances made
          with
          respect to the related Mortgaged Property from the Collection Account pursuant
          to Section 3.11.  Neither the Trustee nor the Master Servicer
          shall be responsible for any direction given by the Depositor to the Servicer
          pursuant to this paragraph.

         


        
          
            
            

          

          
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        Section
          3.16.                                Release of Mortgage
          Files.

         

        (a)           Upon
          the payment in full of any Mortgage Loan, or the receipt by the Servicer
          of a
          notification that payment in full shall be escrowed in a manner customary
          for
          such purposes, the Servicer will, within five (5) Business Days of the
          payment
          in full, notify the Custodian by a certification (which certification shall
          include a statement to the effect that all amounts received or to be received
          in
          connection with such payment which are required to be deposited in the
          Collection Account pursuant to Section 3.10
          have been or will be so deposited) of a Servicing Officer and shall request
          delivery to it of the Custodial File by completing a Request for Release
          (in the
          form of Exhibit J or in
          an electronic format acceptable to the Custodian).  Upon receipt of
such
          certification and Request for Release, the Custodian shall promptly release
          the
          related Custodial File to the Servicer within three (3) Business
          Days.  No expenses incurred in connection with any instrument of
          satisfaction or deed of reconveyance shall be chargeable to the Collection
          Account.

         

        (b)           From
          time to time and as appropriate for the servicing or foreclosure of any
          Mortgage
          Loan, including, for this purpose, collection under any Insurance Policy
          relating to the Mortgage Loans, the Custodian shall, upon request of the
          Servicer and delivery to the Custodian of a Request for Release (in the
          form of
Exhibit J
          or in an electronic format acceptable to the Custodian), release the related
          Custodial File to the Servicer, and the Trustee shall, at the direction
          of the
          Servicer, execute such documents provided to it as shall be necessary to
          the
          prosecution of any such proceedings and the Servicer shall retain the Mortgage
          File in trust for the benefit of the Trustee.  Such Request for
          Release shall obligate the Servicer to return each and every document previously
          requested from the Custodial File to the Custodian when the need therefor
          by the
          Servicer no longer exists, unless the Mortgage Loan has been liquidated
          and the
          Liquidation Proceeds relating to the Mortgage Loan have been deposited
          in the
          Collection Account or the Mortgage File or such document has been delivered
          to
          an attorney, or to a public trustee or other public official as required
          by law,
          for purposes of initiating or pursuing legal action or other proceedings
          for the
          foreclosure of the Mortgaged Property either judicially or non-judicially,
          and
          the Servicer has delivered to the Custodian a certificate of a Servicing
          Officer
          certifying as to the name and address of the Person to which such Mortgage
          File
          or such document was delivered and the purpose or purposes of such
          delivery.  Upon receipt of a certificate of a Servicing Officer
          stating that such Mortgage Loan was liquidated and that all amounts received
          or
          to be received in connection with such liquidation that are required to
          be
          deposited into the Collection Account have been so deposited, or that such
          Mortgage Loan has become an REO Property, a copy of the Request for Release
          shall be released by the Custodian to the Servicer or its
          designee.  Upon receipt of a Request for Release under this
          Section 3.16, the Custodian shall deliver the related Custodial File to the
          Servicer by overnight courier (such delivery to be at the Servicer’s expense);
provided, however,
          that in the
          event the Servicer has not previously received copies of the relevant Mortgage
          Loan Documents necessary to service the related Mortgage Loan in accordance
          with
          Accepted Servicing Practices, the Originator shall reimburse the Servicer
          for
          any overnight courier charges incurred for the requested Custodial
          Files.

         

        Upon
          written certification of a Servicing Officer, the Trustee shall execute
          and
          deliver to any Servicer copies of any court pleadings, requests for trustee’s
          sale or other documents

         


        
          
            
            

          

          
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        reasonably
          necessary to the foreclosure or trustee’s sale in respect of a Mortgaged
          Property or to any legal action brought to obtain judgment against any
          Mortgagor
          on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or
          to
          enforce any other remedies or rights provided by the Mortgage Note or Mortgage
          or otherwise available at law or in equity, or shall exercise and deliver
          to the
          Servicer a power of attorney sufficient to authorize the Servicer to execute
          such documents on its behalf.  Each such certification shall include a
          request that such pleadings or documents be executed by the Trustee and
          a
          statement as to the reason such documents or pleadings are required and
          that the
          execution and delivery thereof by the Trustee will not invalidate or otherwise
          affect the lien of the Mortgage, except for the termination of such a lien
          upon
          completion of the foreclosure or trustee’s sale.  Notwithstanding
          anything to the contrary herein, the Trustee shall in no way be liable
          or
          responsible for the willful malfeasance of the Servicer, or for any wrongful
          or
          negligent actions taken by the Servicer, while the Servicer is acting pursuant
          to the powers granted to it in this paragraph.

         

        Section
          3.17.                                Title, Conservation
          and
          Disposition of REO Property.

         

        (a)           This
          Section shall apply only to REO Properties acquired for the account of
          the
          Trustee and shall not apply to any REO Property relating to a Mortgage
          Loan
          which was purchased or repurchased from the Trustee pursuant to any provision
          hereof.  In the event that title to any such REO Property is
          acquired, the Servicer shall cause the deed or certificate of sale to be
          issued
          in the name of the Trustee, on behalf of the Certificateholders, or the
          Trustee’s nominee.

         

        (b)           The
          Servicer shall manage, conserve, protect and operate each REO Property for
          the Trustee solely for the purpose of its prompt disposition and
          sale.  The Servicer, either itself or through an agent selected by the
          Servicer, shall manage, conserve, protect and operate the REO Property
          in the
          same manner that it manages, conserves, protects and operates other foreclosed
          property for its own account, and in the same manner that similar property
          in
          the same locality as the REO Property is managed.  The Servicer shall
          attempt to sell the same (and may temporarily rent the same for a period
          not
          greater than one year, except as otherwise provided below) on such terms
          and
          conditions as the Servicer deems to be in the best interest of the
          Trustee.

         

        (c)           [Reserved.]

         

        (d)           The
          Servicer shall segregate and hold all funds collected and received in connection
          with the operation of any REO Property separate and apart from its own
          funds and
          general assets and shall deposit such funds in the Collection
          Account.

         

        (e)           The
          Servicer shall deposit net of reimbursement to the Servicer for any related
          outstanding Servicing Advances and unpaid Servicing Fees provided in
          Section 3.11, or cause to be deposited, on a daily basis in the Collection
          Account all revenues received with respect to the related REO Property
          and shall
          withdraw therefrom funds necessary for the proper operation, management
          and
          maintenance of the REO Property.

         


        
          
            
            

          

          
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        (f)           The
          Servicer, upon an REO Disposition, shall be entitled to reimbursement for
          any
          related unreimbursed Servicing Advances as well as any unpaid Servicing
          Fees
          from proceeds received in connection with the REO Disposition, as further
          provided in Section 3.11.

         

        (g)           Any
          net proceeds from an REO Disposition which are in excess of the unpaid
          principal
          balance of the related Mortgage Loan plus all unpaid REO Imputed Interest
          thereon through the date of the REO Disposition shall be retained by the
          Servicer as additional servicing compensation.

         

        (h)           The
          Servicer shall use Accepted Servicing Practices, to sell, or cause the
          Subservicer to sell, any REO Property as soon as possible, but in no event
          later
          than the conclusion of the third calendar year beginning after the year
          of its
          acquisition by the REMIC unless (i) the Servicer applies for, and is
          granted, an extension of such period from the Internal Revenue Service
          pursuant
          to the REMIC Provisions and Code Section 856(e)(3), in which event such
          REO Property shall be sold within the applicable extension period, or
          (ii) the Servicer obtains for the Depositor, the Trustee, the Trust
          Administrator and the Servicer an Opinion of Counsel, addressed to the
          Depositor, the Trustee, the Trust Administrator and the Servicer, to the
          effect
          that the holding by REMIC I of such REO Property subsequent to such period
          will not result in the imposition of taxes on “prohibited transactions” as
          defined in Section 860F of the Code or cause any Trust REMIC to fail to
          qualify as a REMIC under the REMIC Provisions or comparable provisions
          of
          relevant state laws at any time.  The Servicer shall manage, conserve,
          protect and operate each REO Property for the Trustee solely for the purpose
          of
          its prompt disposition and sale in a manner which does not cause such REO
          Property to fail to qualify as “foreclosure property” within the meaning of
          Section 860G(a)(8) or result in the receipt by any REMIC of any “income
          from non-permitted assets” within the meaning of Section 860F(a)(2)(B) of
          the Code or any “net income from foreclosure property” which is subject to
          taxation under Section 860G(a)(1) of the Code.  Pursuant to its
          efforts to sell such REO Property, the Servicer shall either itself or
          through
          an agent selected by the Servicer protect and conserve such REO Property in
          the same manner and to such extent as is customary in the locality where
          such
          REO Property is located and may, incident to its conservation and
          protection of the interests of the Trustee on behalf of the Certificateholders,
          rent the same, or any part thereof, as the Servicer deems to be in the
          best
          interest of the Trustee on behalf of the Certificateholders for the period
          prior
          to the sale of such REO Property; provided, however,
          that any
          rent received or accrued with respect to such REO Property qualifies as
“rents
          from real property” as defined in Section 856(d) of the
          Code.  Neither the Trustee nor the Master Servicer has any obligation
          with respect to REO Dispositions.

         

        (i)           The
          Servicer shall perform the tax reporting required by section 6050J of the
          Code
          with respect to foreclosures and abandonments, the tax reporting required
          by
          section 6050H of the Code with respect to the receipt of mortgage interest
          from
          individuals and, if required by section 6050P of the Code with respect
          to the
          cancellation of indebtedness by certain financial entities, by preparing
          any
          required tax and information returns, in the form required.

         


        
          
            
            

          

          
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        Section
          3.18.                                Notification
          of
          Adjustments.

         

        With
          respect to each Adjustable Rate Mortgage Loan, the Servicer shall adjust
          the
          Mortgage Interest Rate on the related Adjustment Date and shall adjust
          the
          Scheduled Payment on the related mortgage payment adjustment date, if
          applicable, in compliance with the requirements of applicable law and the
          related Mortgage and Mortgage Note.  The Servicer shall execute and
          deliver any and all necessary notices required under applicable law and
          the
          terms of the related Mortgage Note and Mortgage regarding the Mortgage
          Interest
          Rate and Scheduled Payment adjustments.  The Servicer shall promptly,
          upon written request therefor, deliver to the Trustee, the Trust Administrator
          and the Master Servicer such notifications and any additional applicable
          data
          regarding such adjustments and the methods used to calculate and implement
          such
          adjustments.  Upon the discovery by the Servicer or the receipt of
          notice from the Trustee, the Trust Administrator or the Master Servicer
          that the
          Servicer has failed to adjust a Mortgage Interest Rate or Scheduled Payment
          in
          accordance with the terms of the related Mortgage Note, the Servicer shall
          deposit in the Collection Account from its own funds the amount of any
          interest
          loss caused as such interest loss occurs.

         

        Section
          3.19.                                Access to Certain
          Documentation and Information Regarding the Mortgage Loans.

         

        The
          Servicer shall provide, or cause the Subservicer to provide, to the Depositor,
          the Trustee, the Trust Administrator, the Master Servicer, the OTS or the
          FDIC
          and the examiners and supervisory agents thereof, access to the documentation
          regarding the Mortgage Loans in its possession required by applicable
          regulations of the OTS.  Such access shall be afforded without charge,
          but only upon 15 days’ (or, if a Servicer Event of Default has occurred and is
          continuing, 2 days’) prior written request and during normal business hours at
          the offices of the Servicer or any Subservicer.  Nothing in this
          Section shall derogate from the obligation of any such party to observe
          any
          applicable law prohibiting disclosure of information regarding the Mortgagors
          and the failure of any such party to provide access as provided in this
          Section as a result of such obligation shall not constitute a breach of
          this Section.

         

        Section
          3.20.                                Documents, Records
          and Funds
          in Possession of the Servicer to Be Held for the Trustee.

         

        The
          Servicer shall account fully to the Trustee for any funds received by the
          Servicer or which otherwise are collected by the Servicer as Liquidation
          Proceeds, Condemnation Proceeds or Insurance Proceeds in respect of any
          Mortgage
          Loan.  All Mortgage Files and funds collected or held by, or under the
          control of, the Servicer in respect of any Mortgage Loans, whether from
          the
          collection of principal and interest payments or from Liquidation Proceeds,
          including, but not limited to, any funds on deposit in the Collection Account,
          shall be held by the Servicer for and on behalf of the Trustee and shall
          be and
          remain the sole and exclusive property of the Trustee, subject to the applicable
          provisions of this Agreement.  The Servicer also agrees that it shall
          not create, incur or subject any Mortgage File or any funds that are deposited
          in the Collection Account, the Certificate Account or any Escrow Account,
          or any
          funds that otherwise are or may become due or payable to the Trustee for
          the
          benefit of the Certificateholders, to any claim, lien, security interest,
          judgment, levy, writ of attachment or other encumbrance, or assert by
          legal

         


        
          
            
            

          

          
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        action
          or
          otherwise any claim or right of setoff against any Mortgage File or any
          funds
          collected on, or in connection with, a Mortgage Loan, except, however,
          that the
          Servicer shall be entitled to set off against and deduct from any such
          funds any
          amounts that are properly due and payable to the Servicer under this
          Agreement.

         

        Section
          3.21.                                Servicing
          Compensation.

         

        (a)           As
          compensation for its activities hereunder, the Servicer shall, with respect
          to
          each Mortgage Loan, be entitled to retain from deposits to the Collection
          Account and from Liquidation Proceeds, Insurance Proceeds, and Condemnation
          Proceeds related to such Mortgage Loan, the Servicing Fee with respect
          to each
          Mortgage Loan (less any portion of such amounts retained by any
          Subservicer).  In addition, the Servicer shall be entitled to recover
          unpaid Servicing Fees out of related late collections and as otherwise
          permitted
          in Section 3.11.  Except as provided in Section 6.06, the right
          to receive the Servicing Fee may not be transferred in whole or in part
          except
          in connection with the transfer of all of the Servicer’s responsibilities and
          obligations under this Agreement; provided, however,
          that the
          Servicer may pay from the Servicing Fee any amounts due to a Subservicer
          pursuant to a Subservicing Agreement entered into under
          Section 3.02.

         

        (b)           Additional
          servicing compensation in the form of assumption or modification fees,
          late
          payment charges, NSF fees, reconveyance fees and other similar fees and
          charges
          (other than Prepayment Premiums) shall be retained by the Servicer only
          to the
          extent such fees or charges are received by the Servicer.  The
          Servicer shall also be entitled pursuant to Sections 3.09(b)(vi) and
          3.11(a)(iv) to withdraw from the Collection Account, as additional servicing
          compensation, interest or other income earned on deposits therein.

         

        (c)           The
          Servicer shall be required to pay all expenses incurred by it in connection
          with
          its servicing activities hereunder (including payment of premiums for any
          blanket policy insuring against hazard losses pursuant to Section 3.13,
          servicing compensation of any Subservicer to the extent not retained by
          such
          Subservicer and the fees and expenses of independent accountants and any
          agents
          appointed by the Servicer), and shall not be entitled to reimbursement
          therefor
          except as specifically provided in Section 3.11.

         

        Section
          3.22.                                Annual Statement
          as to
          Compliance.

         

        The
          Servicer, Master Servicer and the Trust Administrator shall deliver (or
          otherwise make available) (and the Servicer, the Master Servicer and Trust
          Administrator shall cause any Servicing Function Participant engaged by
          it to
          deliver) to the Depositor and the Trust Administrator on or before March
          1 (with
          a ten-calendar day cure period) of each year, commencing in March
          20[  ], an Officer’s Certificate stating, as to the signer thereof,
          that (a) a review of such party’s activities during the preceding calendar year
          or portion thereof and of such party’s performance under this Agreement, or such
          other applicable agreement in the case of a Servicing Function Participant,
          has
          been made under such officer’s supervision and (b) to the best of such officer’s
          knowledge, based on such review, such party has fulfilled all its obligations
          under this Agreement, or such other applicable agreement in the case of
          a
          Servicing Function Participant, in all material respects throughout such
          year or
          portion thereof, or, if there

         


        
          
            
            

          

          
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        has
          been
          a failure to fulfill any such obligation in any material respect, specifying
          each such failure known to such officer and the nature and status
          thereof.

         

        In
          the
          event the Servicer, Master Servicer, the Trust Administrator or any Servicing
          Function Participant engaged by any such party is terminated or resigns
          pursuant
          to the terms of this Agreement, or any applicable agreement in the case
          of a
          Servicing Function Participant, as the case may be, such party shall provide
          an
          Officer’s Certificate pursuant to this Section 3.22 or to such applicable
          agreement, as the case may be, notwithstanding any such termination, assignment
          or resignation.

         

        Section
          3.23.                                Report on Assessment
          of
          Compliance and Attestation.

         

        (a)           By
          March 1 (with a ten-calendar day cure period) of each year, commencing
          in March
          20[  ], the Servicer, Master Servicer, the Trust Administrator and the
          Custodian, each at its own expense, shall furnish or otherwise make available,
          and each such party shall cause any Servicing Function Participant engaged
          by it
          to furnish, each at its own expense, to the Trust Administrator and the
          Depositor, a report on an assessment of compliance (an “Assessment of
          Compliance”) with the Relevant Servicing Criteria that contains (i) a
          statement by such party of its responsibility for assessing compliance
          with the
          Relevant Servicing Criteria, (ii) a statement that such party used the
          Relevant
          Servicing Criteria to assess compliance with the Relevant Servicing Criteria,
          (iii) such party’s Assessment of Compliance with the Relevant Servicing Criteria
          as of and for the fiscal year covered by the Form 10-K required to be filed
          pursuant to Section 4.07, including, if there has been any material instance
          of
          noncompliance with the Relevant Servicing Criteria, a discussion of each
          such
          failure and the nature and status thereof, and (iv) a statement that a
          registered public accounting firm has issued an Attestation Report on such
          party’s Assessment of Compliance with the Relevant Servicing Criteria as of and
          for such period.

         

        No
          later
          than the end of each fiscal year for the Trust for which a 10-K is required
          to
          be filed, the Master Servicer and the Custodian shall forward to the Trust
          Administrator and the Depositor the name of each Servicing Function Participant
          engaged by it and what Relevant Servicing Criteria will be addressed in
          the
          report on Assessment of Compliance prepared by such Servicing Function
          Participant (provided, however, that the Master Servicer need not provide
          such
          information to the Trust Administrator so long as the Master Servicer and
          the
          Trust Administrator are the same Person).  When the Master Servicer,
          the Custodian and the Trust Administrator (or any Servicing Function Participant
          engaged by them) submit their assessments to the Trust Administrator, such
          parties will also at such time include the assessment and attestation pursuant
          to Section 3.23(b) of each Servicing Function Participant engaged by
          it.

         

        Promptly
          after receipt of each such report on Assessment of Compliance, (i) the
          Depositor
          shall review each such report and, if applicable, consult with the Master
          Servicer, the Trust Administrator and any Servicing Function Participant
          engaged
          by such parties as to the nature of any material instance of noncompliance
          with
          the Relevant Servicing Criteria by each such party, and (ii) the Trust
          Administrator shall confirm that the assessments, taken as a whole, address
          all
          of the Servicing Criteria and taken individually address the Relevant
          Servicing

         


        
          
            
            

          

          
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        Criteria
          for each party as set forth on Exhibit S and
          on any
          similar exhibit set forth in each Servicing Agreement in respect of each
          Servicer and notify the Depositor of any exceptions.

         

        The
          Master Servicer shall include all annual reports on Assessment of Compliance
          received by it from the Servicer with its own Assessment of Compliance
          to be
          submitted to the Trust Administrator pursuant to this Section.

         

        In
          the
          event the Master Servicer, the Trust Administrator or any Servicing Function
          Participant engaged by any such party is terminated, assigns its rights
          and
          obligations under, or resigns pursuant to, the terms of this Agreement,
          or any
          other applicable agreement, as the case may be, such party shall provide
          a
          report on Assessment of Compliance pursuant to this Section 3.23(a), or
          to such
          other applicable agreement, notwithstanding any such termination, assignment
          or
          resignation.

         

        (b)           By
          March 1 (with a ten-calendar day cure period) of each year, commencing
          in March
          20[  ], the Servicer, the Master Servicer, the Trust Administrator and
          the Custodian, each at its own expense, shall cause, and each such party
          shall
          cause any Servicing Function Participant engaged by it to cause, each at
          its own
          expense, a registered public accounting firm and that is a member of the
          American Institute of Certified Public Accountants to furnish an attestation
          report (an “Attestation
          Report”)
          to the Trust Administrator and the Depositor, to the effect that (i) it
          has
          obtained a representation regarding certain matters from the management
          of such
          party, which includes an assertion that such party has complied with the
          Relevant Servicing Criteria, and (ii) on the basis of an examination conducted
          by such firm in accordance with standards for attestation engagements issued
          or
          adopted by the PCAOB, it is expressing an opinion as to whether such party’s
          compliance with the Relevant Servicing Criteria was fairly stated in all
          material respects, or it cannot express an overall opinion regarding such
          party’s Assessment of Compliance with the Relevant Servicing
          Criteria.  In the event that an overall opinion cannot be expressed,
          such registered public accounting firm shall state in such report why it
          was
          unable to express such an opinion.  Such report must be available for
          general use and not contain restricted use language.

         

        Promptly
          after receipt of each such Assessment of Compliance and Attestation Report,
          the
          Trust Administrator shall confirm that each assessment submitted pursuant
          to
          Section 3.23(a) is coupled with an attestation meeting the requirements
          of this
          Section and notify the Depositor of any exceptions.

         

        The
          Master Servicer shall include each such attestation furnished to it by
          the
          Servicer with its own attestation to be submitted to the Trust Administrator
          pursuant to this Section.

         

        In
          the
          event the Master Servicer, the Trust Administrator, the Servicer, the Custodian
          or any Servicing Function Participant engaged by any such party, is terminated,
          assigns its rights and duties under, or resigns pursuant to the terms of,
          this
          Agreement, or any applicable Custodial Agreement, Servicing Agreement or
          sub-servicing agreement, as the case may be, such party shall cause a registered
          public accounting firm to provide an attestation pursuant to this Section
          3.23(b), or such other applicable agreement, notwithstanding any such
          termination, assignment or resignation.

         


        
          
            
            

          

          
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        Section
          3.24.                                Master Servicer
          to Act as
          Servicer.

         

        (a)           In
          the event that the Servicer shall for any reason no longer be the Servicer
          hereunder (including by reason of a Servicer Event of Default), the Master
          Servicer or its successor shall thereupon assume all of the rights and
          obligations of the Servicer hereunder arising thereafter (except that the
          Master
          Servicer shall not be (i) liable for losses of such predecessor Servicer
          pursuant to Section 3.10 or any acts or omissions of such predecessor
          Servicer hereunder, (ii) obligated to make Advances if it is prohibited
          from doing so by applicable law, (iii) obligated to effectuate repurchases
          or substitutions of Mortgage Loans hereunder, including but not limited
          to
          repurchases or substitutions pursuant to Section 2.03,
          (iv) responsible for expenses of the Servicer pursuant to Section 2.03
          or (v) deemed to have made any representations and warranties of the
          Servicer hereunder).  Any such assumption shall be subject to
          Section 7.02.

         

        (b)           If
          the Servicer shall for any reason no longer be the Servicer (including
          by reason
          of any Servicer Event of Default), the Master Servicer (or any other successor
          Servicer) may, at its option, succeed to any rights and obligations of
          the
          Servicer under any Subservicing Agreement in accordance with the terms
          thereof;
provided, that
          the Master Servicer (or any other successor Servicer) shall not incur any
          liability or have any obligations in its capacity as successor Servicer
          under a
          Subservicing Agreement arising prior to the date of such succession unless
          it
          expressly elects to succeed to the rights and obligations of the Servicer
          thereunder; and the Servicer shall not thereby be relieved of any liability
          or
          obligations under the Subservicing Agreement arising prior to the date
          of such
          succession.

         

        (c)           The
          Servicer shall, upon request of the Master Servicer, but at the expense
          of the
          Servicer, deliver to the assuming party all documents and records relating
          to
          each Subservicing Agreement (if any) and the Mortgage Loans then being
          serviced
          thereunder and an accounting of amounts collected and held by it and otherwise
          use its best efforts to effect the orderly and efficient transfer of the
          Subservicing Agreement to the assuming party.

         

        Section
          3.25.                                Compensating
          Interest.

         

        The
          Servicer shall remit to the Trust Administrator for deposit into the Certificate
          Account on each Remittance Date an amount from its own funds equal to
          Compensating Interest payable by the Servicer for such Remittance
          Date.

         

        Section
          3.26.                                Credit Reporting;
          Gramm-Leach-Bliley Act.

         

        (a)           With
          respect to each Mortgage Loan, the Servicer shall fully furnish, in accordance
          with the Fair Credit Reporting Act and its implementing regulations, accurate
          and complete information (e.g., favorable and unfavorable) on the related
          Mortgagor credit files to three of the national credit repositories, on
          a
          monthly basis.

         

        (b)           The
          Servicer shall comply with Title V of the Gramm-Leach-Bliley Act of 1999
          and all
          applicable regulations promulgated thereunder relating to the Mortgage
          Loans and
          the related borrowers, and shall provide all required notices
          thereunder.

         


        
          
            
            

          

          
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        Section
          3.27.                                Certificate
          Account.

         

        (a)           The
          Trust Administrator shall establish and maintain the Certificate Account
          on
          behalf of the Certificateholders.  The Trust Administrator shall,
          promptly on the Business Day received, deposit in the Certificate Account
          and
          retain therein the following:

         

        (i)           the
          aggregate amount remitted by the Servicer to the Trust Administrator pursuant
          to
          Section 3.11;

         

        (ii)           any
          amount deposited by the Servicer pursuant to Section 3.12(b) in connection
          with any losses on Permitted Investments; and

         

        (iii)           any
          other amounts deposited hereunder which are required to be deposited in
          the
          Certificate Account.

         

        (b)           In
          the event that the Servicer shall remit any amount not required to be remitted,
          the Servicer may at any time direct the Trust Administrator in writing
          to
          withdraw such amount from the Certificate Account, any provision herein
          to the
          contrary notwithstanding.  Such direction may be accomplished by
          delivering notice to the Trust Administrator which describes the amounts
          deposited in error in the Certificate Account.  All funds deposited in
          the Certificate Account shall be held by the Trust Administrator in trust
          for
          the Certificateholders until disbursed in accordance with this Agreement
          or
          withdrawn in accordance with Section 4.02.

         

        Section
          3.28.                                Pre-Funding
          Account.

         

        (a)           The
          Trust Administrator has heretofore established or caused to be established
          and
          shall hereafter maintain or cause to be maintained a separate account
          denominated the Pre-Funding Account, which is and shall continue to be
          an
          Eligible Account in the name of the Trust Administrator and shall be designated
          “[                           ],
          as Trust Administrator of the SunTrust
          [                ]
          Trust, Series 200[ ]-[ ], Pre-Funding Account.” Any investment earnings from the
          Pre-Funding Account will be paid to the Seller on the first Business Day
          of the
          month following each Payment Date during the Pre-Funding Period; provided,
          however, that if the final Subsequent Transfer Date occurs after the Payment
          Date in a month, on such Subsequent Transfer Date, the Trust Administrator
          shall
          (i) transfer the Excess Funding Amount from the Pre-Funding Account to
          the
          Collection Account, (ii) transfer any investment earnings to the Seller
          as soon
          as practicable and (iii) close the Pre-Funding Account.  The amount on
          deposit in the related Subaccount of the Pre-Funding Account shall be invested
          in Eligible Investments at the direction of the Seller in accordance with
          the
          provisions of Section 3.12(a).  All investment earnings on funds on
          deposit in the Pre-Funding Account will be treated as owned by, and will
          be
          taxable to, the Seller.  For federal income tax purposes, the Seller
          shall be the owner of the Pre-Funded Accounts and shall report all items
          of
          income, deduction, gain or loss arising therefrom.

         

        (b)           On
          the Closing Date, the Seller will cause to be deposited $__________ in
          the Pool
          1 Subaccount, $___________ in the Pool 2 Subaccount and $_______________
          in the
          Pool 3 Subaccount, in each case from the sale of the Certificates.

         


        
          
            
            

          

          
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        (c)           On
          each Subsequent Transfer Date, (i) the Seller shall instruct the Trust
          Administrator to withdraw from the Pre-Funding Account an amount equal
          to 100%
          of the aggregate Stated Principal Balances of the Subsequent Mortgage Loans
          sold
          to the Trust on such Subsequent Transfer Date and (ii) the Trust Administrator
          shall pay such amounts to or upon the order of the Seller with respect
          to such
          transfer.  This Agreement shall constitute a fixed price purchase
          contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

         

        (d)           If
          at the end of the Pre-Funding Period amounts still remain in the Pre-Funding
          Account, the Trust Administrator shall withdraw such amounts, exclusive
          of
          investment income, from the Pre-Funding Account on such date and deposit
          such
          amounts in the Collection Account.

         

        (e)           Withdrawals
          pursuant to paragraph (a)(i), (c) and (d) of this Section 3.28 shall be
          treated
          as contributions of cash to REMIC 1 on the date of withdrawal.  Each
          of the Pre-Funding Accounts shall be an “outside reserve fund” within the
          meaning of Treasury regulation § 1.860G-2(h).

         

        (f)           Unless
          closed as provided in Section 3.28(a) above, the Pre-Funding Account shall
          be
          closed at the close of business on the Payment Date immediately following
          the
          end of the Pre-Funding Period.

         

        Section
          3.29.                                [Reserved.]

         

        Section
          3.30.                                REMIC-Related
          Covenants.

         

        For
          as
          long as each Trust REMIC shall exist, the Servicer shall act in accordance
          herewith to treat such Trust REMIC as a REMIC, and the Servicer shall comply
          with any directions of the Trustee or the Trust Administrator and, for
          the
          avoidance of doubt, Section 11.02 hereof to assure such continuing
          treatment.

         

        ARTICLE
          IIIA

        ADMINISTRATION
          AND MASTER SERVICING OF

        THE
          MORTGAGE LOANS BY THE MASTER SERVICER

         

        Section
          3A.01                                Master
          Servicer.

         

        The
          Master Servicer shall supervise, monitor and oversee the obligation of
          the
          Servicer to service and administer the Mortgage Loans in accordance with
          the
          terms of the Agreement and shall have full power and authority to do any
          and all
          things which it may deem necessary or desirable in connection with such
          master
          servicing and administration.  In performing its obligations
          hereunder, the Master Servicer shall act in a manner consistent with Accepted
          Master Servicing Practices.  Furthermore, the Master Servicer shall
          oversee and consult with the Servicer as necessary from time-to-time to
          carry
          out the Master Servicer’s obligations hereunder, shall receive, review and
          evaluate all reports, information and other data provided to the Master
          Servicer
          by the Servicer and shall cause the Servicer to perform and observe the
          covenants, obligations and conditions to be performed or observed by the
          Servicer under this Agreement.  The Master Servicer shall
          independently and separately monitor the Servicer’s servicing activities with
          respect to each related Mortgage Loan, reconcile the results of such
          monitoring

         


        
          
            
            

          

          
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        with
          such
          information provided in the previous sentence on a monthly basis and coordinate
          corrective adjustments to the Servicer’s and Master Servicer’s
          records.  The Master Servicer shall reconcile the results of its
          Mortgage Loan monitoring with the actual remittances of the Servicer to
          the
          Certificate Account pursuant to the terms hereof based on information provided
          to the Master Servicer by the Trust Administrator pursuant to the third
          paragraph of Section 8.01.  Notwithstanding any provision of this
          Agreement to the contrary, the Master Servicer shall have no duty or obligation
          to confirm or verify the amounts reported by the Servicer as Realized Losses
          with respect to any Determination Date unless the Servicer shall have failed
          the
          Servicer Enhanced Review Test for such Determination Date.

         

        The
          Trustee shall furnish the Master Servicer with any limited powers of attorney
          and other documents in form acceptable to it that are necessary or appropriate
          to enable the Master Servicer to perform its master servicing
          obligations.  The Trustee shall have no responsibility for any action
          of the Master Servicer pursuant to any such limited power of attorney and
          shall
          be indemnified by the Master Servicer, as applicable, for any cost, liability
          or
          expense incurred by the Trustee in connection with the Master Servicer’s misuse
          of any such power of attorney.

         

        The
          Master Servicer shall provide access to the records and documentation in
          possession of the Master Servicer regarding the related Mortgage Loans
          and REO
          Property and the servicing thereof to the Certificateholders, the FDIC,
          and the
          supervisory agents and examiners of the FDIC, such access being afforded
          only
          upon reasonable prior written request and during normal business hours
          at the
          office of the Master Servicer; provided, however, that, unless otherwise
          required by law, the Master Servicer shall not be required to provide access
          to
          such records and documentation if the provision thereof would violate the
          legal
          right to privacy of any Mortgagor.  The Master Servicer shall allow
          representatives of the above entities to photocopy any of the records and
          documentation and shall provide equipment for that purpose at a charge
          that
          covers the Master Servicer’s actual costs.

         

        Section
          3A.02                                REMIC-Related
          Covenants.

         

        For
          as
          long as each Trust REMIC shall exist, the Master Servicer shall act in
          accordance herewith to treat such Trust REMIC as a REMIC, and the Master
          Servicer shall comply with any directions of the Trustee or the Trust
          Administrator and for the avoidance of doubt, Section 11.02 hereof to assure
          such continuing treatment.

         

        Section
          3A.03                                Monitoring of
          Servicer.

         

        (a)           Subject
          to Section 3A.01, the Master Servicer shall be responsible for monitoring
          compliance by the Servicer with its duties under this Agreement.  In
          the review of the Servicer’s activities, the Master Servicer may rely upon an
          Officer’s Certificate of the Servicer with regard to the Servicer’s compliance
          with the terms of this Agreement.  In the event that the Master
          Servicer, in its judgment, determines that the Servicer should be terminated
          in
          accordance with the terms hereof, or that a notice should be sent pursuant
          to
          the terms hereof with respect to the occurrence of an event that, unless
          cured,
          would constitute a Servicer Event of Default, the Master Servicer shall
          notify
          the Servicer and the Trustee thereof and the Master Servicer shall issue
          such
          notice or take such other action as it deems appropriate.

         


        
          
            
            

          

          
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        (b)           The
          Master Servicer, for the benefit of the Trustee and the Certificateholders,
          shall enforce the obligations of the Servicer under this Agreement, and
          shall,
          in the event that the Servicer fails to perform its obligations in accordance
          with this Agreement, subject to the preceding paragraph and Article VII, cause
          the Trustee to terminate the rights and obligations of the Servicer hereunder
          in
          accordance with the provisions of Article
          VII.  Such enforcement, including, without limitation, the
          legal prosecution of claims and the pursuit of other appropriate remedies,
          shall
          be in such form and carried out to such an extent and at such time as the
          Master
          Servicer, in its good faith business judgment, would require were it the
          owner
          of the related Mortgage Loans.  The Master Servicer shall pay the
          costs of such enforcement at its own expense, provided that the Master
          Servicer
          shall not be required to prosecute or defend any legal action except to
          the
          extent that the Master Servicer shall have received reasonable indemnity
          for its
          costs and expenses in pursuing such action.

         

        (c)           The
          Master Servicer shall be entitled to be reimbursed by the Servicer (or
          from
          amounts on deposit in the Certificate Account if the Servicer does not
          timely
          fulfill its obligations hereunder) for all reasonable out-of-pocket or
          third
          party costs associated with the transfer of servicing from the predecessor
          Servicer (or if the predecessor Servicer is the Master Servicer, from the
          Servicer immediately preceding the Master Servicer), including without
          limitation, any reasonable out-of-pocket or third party costs or expenses
          associated with the complete transfer of all servicing data and the completion,
          correction or manipulation of such servicing data as may be required by
          the
          Master Servicer to correct any errors or insufficiencies in the servicing
          data
          or otherwise to enable the Master Servicer to service the Mortgage Loans
          properly and effectively, upon presentation of reasonable documentation
          of such
          costs and expenses.

         

        (d)           Subject
          to Section 3A.01, the Master Servicer shall require the Servicer to comply
          with
          the remittance requirements and other obligations set forth in this
          Agreement.

         

        (e)           If
          the Master Servicer acts as successor Servicer, it will not assume liability
          for
          the representations and warranties of the terminated Servicer.

         

        (f)           The
          Master Servicer shall not be liable for any acts or omissions of the
          Servicer.

         

        Section
          3A.04                                Fidelity
          Bond.

         

        The
          Master Servicer, at its expense, shall maintain in effect a blanket fidelity
          bond and an errors and omissions insurance policy, affording coverage with
          respect to all directors, officers, employees and other Persons acting
          on such
          Master Servicer’s behalf, and covering errors and omissions in the performance
          of the Master Servicer’s obligations hereunder.  The errors and
          omissions insurance policy and the fidelity bond shall be in such form
          and
          amount generally acceptable for entities serving as master servicers or
          trustees.

         

        Section
          3A.05                                Power to Act;
          Procedures.

         

        The
          Master Servicer shall master service the Mortgage Loans and shall have
          full
          power and authority, subject to the REMIC Provisions and the provisions
          of
          Article XI, to do any and all things that it may deem necessary or desirable
          in
          connection with the master servicing and

         


        
          
            
            

          

          
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        administration
          of the Mortgage Loans; provided, however, that the Master Servicer shall
          not
          knowingly or intentionally take any action, allow the Servicer to take any
          action, or fail to take (or fail to cause to be taken) any action reasonably
          within its control and the scope of duties more specifically set forth
          herein,
          that, under the REMIC Provisions, if taken or not taken, as the case may
          be,
          would cause any REMIC created hereunder to fail to qualify as a REMIC or
          result
          in the imposition of a tax upon the Trust Fund (including but not limited
          to the
          tax on prohibited transactions as defined in Section 860F(a)(2) of the
          Code and
          the tax on contributions to a REMIC set forth in Section 860G(d) of the
          Code)
          unless the Master Servicer has received an Opinion of Counsel (but not
          at the
          expense of the Master Servicer) to the effect that the contemplated action
          will
          not cause any REMIC created hereunder to fail to qualify as a REMIC or
          result in
          the imposition of a tax upon any REMIC created hereunder.  The Trustee
          shall execute and deliver such other documents, as the Master Servicer
          or the
          Servicer may request, to enable the Master Servicer to master service and
          administer the Mortgage Loans and carry out its duties hereunder, in each
          case
          in accordance with Accepted Master Servicing Practices.  If the Master
          Servicer or the Trustee has been advised that it is likely that the laws
          of the
          state in which action is to be taken prohibit such action if taken in the
          name
          of the Trustee or that the Trustee would be adversely affected under the
“doing
          business” or tax laws of such state if such action is taken in its name, the
          Master Servicer shall join with the Trustee in the appointment of a co-trustee
          pursuant to Section
          8.10.  In the performance of its duties hereunder, the Master
          Servicer shall be an independent contractor and shall not, except in those
          instances where it is taking action in the name of the Trustee, be deemed
          to be
          the agent of the Trustee.  The Trustee shall have no responsibility
          for any action of the Master Servicer or the Servicer taken pursuant to
          any
          document delivered by the Trustee under this Section
          3A.05.

         

        Section
          3A.06                                Due-on-Sale
          Clauses;
          Assumption Agreements.

         

        To
          the
          extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
          Servicer shall cause the Servicer to enforce such clauses in accordance
          with
          this Agreement.

         

        Section
          3A.07                                Documents, Records
          and Funds
          in Possession of Master Servicer To Be Held
          for
          Trustee.

         

        (a)           The
          Master Servicer shall transmit to the Trustee or the Custodian such documents
          and instruments coming into the possession of the Master Servicer from
          time to
          time as are required by the terms hereof to be delivered to the Trustee
          or the
          Custodian.  Any funds received by the Master Servicer in respect of
          any Mortgage Loan or which otherwise are collected by the Master Servicer
          as
          Liquidation Proceeds or Insurance Proceeds in respect of any Mortgage Loan
          shall
          be remitted to the Trust Administrator for deposit in the Certificate
          Account.  The Master Servicer shall, and, subject to Section 3.19, shall
          cause the Servicer to, provide access to information and documentation
          regarding
          the Mortgage Loans to the Trustee, its agents and accountants at any time
          upon
          reasonable request and during normal business hours, and to Certificateholders
          that are savings and loan associations, banks or insurance companies, the
          Office
          of Thrift Supervision, the FDIC and the supervisory agents and examiners
          of such
          Office and Corporation or examiners of any other federal or state banking
          or
          insurance regulatory authority if so required by applicable regulations
          of the
          Office of Thrift Supervision or other regulatory authority, such access
          to be
          afforded without charge but only upon reasonable

         


        
          
            
            

          

          
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        request
          in writing and during normal business hours at the offices of the Master
          Servicer designated by it.  In fulfilling such a request the Master
          Servicer shall not be responsible for determining the sufficiency of such
          information.

         

        (b)           All
          funds collected or held by, or under the control of, the Master Servicer,
          in
          respect of any Mortgage Loans, whether from the collection of principal
          and
          interest payments or from Liquidation Proceeds or Insurance Proceeds, shall
          be
          remitted to the Trust Administrator for deposit in the Certificate
          Account.

         

        Section
          3A.08                                [RESERVED].

         

        Section
          3A.09                                Compensation
          for the Master
          Servicer.

         

        As
          compensation for the activities of the Master Servicer hereunder, the Master
          Servicer shall be entitled to the Master Servicing Fee and all investment
          income
          on funds on deposit in the Certificate Account.  The compensation
          owing to the Master Servicer in respect of any Distribution Date shall
          be
          reduced as applicable in accordance with Section
          3A.12.  The Master Servicer shall be required to pay all
          expenses incurred by it in connection with its ordinary activities hereunder
          and
          shall not be entitled to reimbursement therefor except as provided in this
          Agreement.

         

        Section
          3A.10                                [RESERVED].

         

        Section
          3A.11                                [RESERVED].

         

        Section
          3A.12                                Obligation of
          the Master
          Servicer in Respect of Prepayment Interest Shortfalls.

         

        In
          the
          event that the Servicer fails to perform on any Remittance Date its obligations
          pursuant to Section
          3.25, the Master Servicer shall remit to the Trust Administrator not
          later than the Distribution Date an amount equal to the lesser of (i) the
          aggregate amounts required to be paid by the Servicer with respect to Prepayment
          Interest Shortfalls attributable to Principal Prepayments on the related
          Mortgage Loans for the related Distribution Date, and not so paid by the
          Servicer and (ii) the Master Servicing Fee for such Distribution Date,
          without
          reimbursement therefor.

         

        ARTICLE
          IV

        DISTRIBUTIONS
          AND ADVANCES BY THE SERVICER

         

        Section
          4.01.                                Advances.

         

        (a)           The
          amount of P&I Advances to be made by the Servicer for any Remittance Date
          shall equal, subject to Section 4.01(c),
          the sum of (i) the aggregate amount of Scheduled Payments (with each
          interest portion thereof net of the Servicing Fee), due during the Due
          Period
          immediately preceding such Remittance Date in respect of the first lien
          Mortgage
          Loans, which Scheduled Payments were not received as of the close of business
          on
          the related Determination Date, plus (ii) the aggregate amount of Scheduled
          Payments (with each interest portion thereof

         


        
          
            
            

          

          
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        net
          of
          the Servicing Fee), due during the Due Period immediately preceding such
          Remittance Date in respect of the second lien Mortgage Loans that are not
          thirty
          (30) or more days delinquent, which Scheduled Payments were not received
          as of
          the close of business on the related Determination Date, plus (iii) with
          respect
          to each REO Property, which REO Property was acquired during or prior to
          the
          related Prepayment Period and as to which such REO Property an REO Disposition
          did not occur during the related Prepayment Period, an amount equal to
          the
          excess, if any, of the Scheduled Payments (with REO Imputed Interest) that
          would
          have been due on the related Due Date in respect of the related Mortgage
          Loan,
          over the net income from such REO Property transferred to the Collection
          Account
          for distribution on such Remittance Date.

         

        (b)           On
          each Remittance Date, the Servicer shall remit in immediately available
          funds to
          the Trust Administrator for deposit into the Certificate Account an amount
          equal
          to the aggregate amount of P&I Advances, if any, to be made in respect of
          the Mortgage Loans and REO Properties for the related Remittance Date either
          (i) from its own funds or (ii) from the Collection Account, to the
          extent of funds held therein for future distribution (in which case, it
          will
          cause to be made an appropriate entry in the records of the Collection
          Account
          that Amounts Held for Future Distribution have been, as permitted by this
          Section 4.01, used by the Servicer in discharge of any such P&I
          Advance) or (iii) in the form of any combination of (i) and (ii)
          aggregating the total amount of P&I Advances to be made by the Servicer with
          respect to the Mortgage Loans and REO Properties.  Any Amounts Held
          for Future Distribution and so used shall be appropriately reflected in
          the
          Servicer’s records and replaced by the Servicer by deposit in the Collection
          Account on or before any future Remittance Date to the extent
          required.

         

        (c)           The
          obligation of the Servicer to make such P&I Advances on first lien Mortgage
          Loans is mandatory, notwithstanding any other provision of this Agreement
          but
          subject to (d) below, and, with respect to any Mortgage Loan or REO Property,
          shall continue until a Final Recovery Determination in connection therewith
          or
          the removal thereof from coverage under this Agreement, except as otherwise
          provided in this Section.  The Servicer may, but will not be obligated
          (i) to make any P&I Advances of principal on any REO property or any second
          lien Mortgage Loan that is thirty (30) or more days delinquent or (ii)
          to make
          any P&I Advances with respect to reductions in the amount of the monthly
          payments on the Mortgage Loans due to bankruptcy proceedings or any Relief
          Act
          Interest Shortfalls.

         

        (d)           Notwithstanding
          anything herein to the contrary, no P&I Advance or Servicing Advance shall
          be required to be made hereunder by the Servicer if such P&I Advance or
          Servicing Advance would, if made, constitute a Nonrecoverable P&I Advance or
          Nonrecoverable Servicing Advance.  The determination by the Servicer
          that it has made a Nonrecoverable P&I Advance or a Nonrecoverable Servicing
          Advance or that any proposed P&I Advance or Servicing Advance, if made,
          would constitute a Nonrecoverable P&I Advance or a Nonrecoverable Servicing
          Advance, respectively, shall be evidenced by an Officer’s Certificate of the
          Servicer delivered to the Trustee, the Master Servicer and the Trust
          Administrator.  The Master Servicer shall be entitled to rely on any
          non-recoverability analysis made by the Servicer.

         


        
          
            
            

          

          
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        (e)           Except
          as otherwise provided herein, the Servicer shall be entitled to reimbursement
          pursuant to Section 3.11 for
          Advances from recoveries from the related Mortgagor or from all Liquidation
          Proceeds and other payments or recoveries (including Insurance Proceeds
          and
          Condemnation Proceeds) with respect to the related Mortgage Loan.

         

        Section
          4.02.                                Priorities of
          Distribution.

         

        (a)           On
          each Distribution Date, the Trust Administrator shall withdraw the related
          Group
          Available Funds (to the extent on deposit in the Distribution Account)
          from the
          Distribution Account and, pursuant to written instruction received from
          the
          Master Servicer as set forth in Section 4.04(a), upon which it may conclusively
          rely, apply such funds, first to distributions in respect of the REMIC
          I Regular
          Interests and REMIC II Regular Interests, as provided in Section 4.08,
          and then
          to distributions on the Certificates in the following order and priority
          and, in
          each case, to the extent of such Group Available Funds, subject to adjustment
          in
          accordance with Sections 4.02(b), 4.02(d) and 4.02(d):

         

        (i)           With
          respect to the Group 1 Certificates, from the Group 1 Available Funds;
          with
          respect to the Group 2 Certificates, from the Group 2 Available Funds;
          with
          respect to the Group 3 Certificates, from the Group 3 Available Funds;
          and with
          respect to the Subordinate Certificates, from the Group 1 Available Funds,
          Group
          2 Available Funds and Group 3 Available Funds as follows:

         

        first,
          concurrently,

         

        (A)           to
          the Group 1 Certificates, pro
          rata based on the Accrued Certificate Interest of such Class, an amount
          allocable to interest equal to the related Accrued Certificate Interest;
          and

         

        (B)           to
          the Group 2 Certificates, pro
          rata based on the Accrued Certificate Interest of such Class, an amount
          allocable to interest equal to the related Accrued Certificate Interest;
          and

         

        (C)           to
          the Group 3 Certificates, pro
          rata based on the Accrued Certificate Interest of such Class, an amount
          allocable to interest equal to the related Accrued Certificate
          Interest.

         

        in
          each
          case (clause (A), (B) and (C) of this paragraph), any shortfall shall be
          allocated among such Classes described in the related paragraph in proportion
          to
          the amount of the Accrued Certificate Interest that would have been distributed
          in the absence of such shortfall; and

         

        second,
          from the Available
          Funds for Loan Group 1, the Senior Optimal Principal Amount for Loan Group
          1 for
          that Distribution Date:

         

        1.           to
          the Class 1-A certificates, based on its Certificate Principal Balance,
          until
          its Certificate Principal Balance has been reduced to zero;

         


        
          
            
            

          

          
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        (D)           from
          the Available Funds for Loan Group 2, to the Group 2 Certificates, the
          Senior Optimal Principal Amount for Loan Group 2 for that Distribution
          Date, concurrently, to the Class 2-A Certificates, until its Certificate
          Principal Balance is reduced to zero;

         

        (E)           from
          the Available Funds for Loan Group 3, to the Group 3 Certificates, the
          Senior Optimal Principal Amount for Loan Group 3 for that Distribution
          Date, to the Class 3-A Certificates, until its Certificate Principal Balance
          is
          reduced to zero;

         

        fourth,
          to the Subordinate
          Certificates from the remaining Available Funds for each Loan Group in
          the
          aggregate, subject to Section 4.02(b) and 4.02(d), in the following order
          of
          priority:

         

        (F)           to
          the Class M-1 Certificates, an amount allocable to interest equal to the
          Accrued
          Certificate Interest for such Class for such Distribution Date;

         

        (G)           to
          the Class M-1 Certificates, an amount allocable to principal equal to its
          Allocable Share for such Distribution Date until the Class Principal Balance
          of
          such Class is reduced to zero;

         

        (H)           to
          the Class M-2 Certificates, an amount allocable to interest equal to the
          Accrued
          Certificate Interest for such Class for such Distribution Date;

         

        (I)           to
          the Class M-2 Certificates, an amount allocable to principal equal to its
          Allocable Share for such Distribution Date until the Class Principal Balance
          of
          such Class is reduced to zero;

         

        (J)           to
          the Class M-3 Certificates, an amount allocable to interest equal to the
          Accrued
          Certificate Interest for such Class for such Distribution Date;

         

        (K)           to
          the Class M-3 Certificates, an amount allocable to principal equal to its
          Allocable Share for such Distribution Date until the Class Principal Balance
          of
          such Class is reduced to zero;

         

        (L)           to
          the Class M-4 Certificates, an amount allocable to interest equal to the
          Accrued
          Certificate Interest for such Class for such Distribution Date;

         

        (M)           to
          the Class M-4 Certificates, an amount allocable to principal equal to its
          Allocable Share for such Distribution Date until the Class Principal Balance
          of
          such Class is reduced to zero;

         

        (N)           to
          the Class M-5 Certificates, an amount allocable to interest equal to the
          Accrued
          Certificate Interest for such Class for such Distribution Date;

         


        
          
            
            

          

          
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        (O)           to
          the Class M-5 Certificates, an amount allocable to principal equal to its
          Allocable Share for such Distribution Date until the Class Principal Balance
          of
          such Class is reduced to zero;

         

        (P)           to
          the Class M-6 Certificates, an amount allocable to interest equal to the
          Accrued
          Certificate Interest for such Class for such Distribution Date;

         

        (Q)           to
          the Class M-6 Certificates, an amount allocable to principal equal to its
          Allocable Share for such Distribution Date until the Class Principal Balance
          of
          such Class is reduced to zero;

         

        (R)           to
          the Class M-7 Certificates, an amount allocable to interest equal to the
          Accrued
          Certificate Interest for such Class for such Distribution Date;

         

        (S)           to
          the Class M-7 Certificates, an amount allocable to principal equal to its
          Allocable Share for such Distribution Date until the Class Principal Balance
          of
          such Class is reduced to zero; and

         

        fifth,
          to the Class R
          Certificate, in respect of the Class R-I Interest, any remaining funds
          in REMIC
          I, and to the Class R Certificate, in respect of the Class R-II Interest,
          any
          remaining funds in each remaining REMIC II.

         

        (b)           On
          each Distribution Date, the amount referred to in clause (i) of the definition
          of Accrued Certificate Interest for each Class of Certificates shall be
          reduced
          by (i) the related Class’s pro
          rata share of Net Prepayment Interest Shortfalls with respect to the
          Mortgage Loans in the related Loan Group, based on such Class’s Accrued
          Certificate Interest for such Distribution Date without taking into account
          such
          Net Prepayment Interest Shortfalls and (ii) the related Class’s pro rata share (based
          on such
          Class’ pro rata share without taking into account any such reduction) of (A)
          after the Special Hazard Coverage Termination Date with respect to each
          Mortgage
          Loan in the related Loan Group that became a Special Hazard Mortgage Loan
          during
          the calendar month preceding the month of such Distribution Date, the excess
          of
          one month’s interest at the related Net Mortgage Rate on the Scheduled Principal
          Balance of such Mortgage Loan as of the Due Date in such month over the
          amount
          of Liquidation Proceeds applied as interest on such Mortgage Loan with
          respect
          to such month, (B) after the Bankruptcy Coverage Termination Date with
          respect
          to each Mortgage Loan in the related Loan Group or Loan Groups that became
          subject to a Bankruptcy Loss during the calendar month preceding the month
          of
          such Distribution Date, the interest portion of the related Deficient Valuation,
          (C) each Relief Act Interest Shortfall incurred on a Mortgage Loan in the
          related Loan Group or Loan Groups, during the calendar month preceding
          the month
          of such Distribution Date and (D) after the Fraud Loss Coverage Termination
          Date
          with respect to each Mortgage Loan in the related Loan Group or Loan Groups
          that
          became a Fraud Loan during the calendar month preceding the month of such
          Distribution Date, the excess of one month’s interest at the related Net
          Mortgage Rate on the Scheduled Principal Balance of such Mortgage Loan
          as of the
          Due Date in such month over the amount of Liquidation Proceeds applied
          as
          interest on such Mortgage Loan with respect to such month.

         


        
          
            
            

          

          
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        (c)           Notwithstanding
          the priority and allocation contained in Section 4.02(a)(i) priority fourth,
          if
          with respect to any Class of Subordinate Certificates on any Distribution
          Date,
          such Class has not satisfied the related Class Prepayment Distribution
          Trigger,
          no distribution of amounts pursuant to clauses (ii) and (iii) of the definition
          of the Subordinate Optimal Principal Amount will be made to any such Classes
          (the “Restricted Classes”) and such amounts otherwise distributable to the
          Restricted Classes shall be distributed to any Classes of Subordinate
          Certificates that are not Restricted Classes, having lower numerical Class
          designations than such Restricted Classes, pro rata based on their respective
          Class Principal Balances immediately prior to such Distribution
          Date.  The calculation of any amount to be distributed under this
          Section 4.02(c) shall be made by the Master Servicer.

         

        (d)           On
          each Distribution Date, after application of Group 1 Available Funds, Group
          2
          Available Funds and Group 3 Available Funds in accordance with Section
          4.02(a)(i) items first and second, the Trust Administrator shall effect
          cross-collateralization among each Certificate Group in the following
          priority:

         

        (i)           Subject
          to Section 4.02(b), to the extent any Accrued Certificate Interest with
          respect
          to any Class of Senior Certificates remains unpaid after application of
          Available Funds for the related Loan Group in accordance with Section 4.02(a)(i)
          items first and second,
          Available Funds for
          the other Loan Groups remaining after payments on the Senior Certificates
          related to such other Loan Groups shall be applied to cover such unpaid
          Accrued
          Certificate Interest and, to the extent there are insufficient funds to
          pay such
          amounts in full, shall be applied pro rata based on the amounts of such
          unpaid
          Accrued Certificate Interest.

         

        (ii)           If
          on any Distribution Date, one or more Certificate Groups is an
          Undercollateralized Group, the available Subordinate Principal Distribution
          Amount for the Subordinate Certificates shall be paid to such
          Undercollateralized Group or Groups as principal to the Senior Certificates
          of
          such Undercollateralized Group or Groups in accordance with the priorities
          set
          forth in Section 4.02(a)(i) until the aggregate Class Principal Balance
          of the
          Senior Certificates of each such Undercollateralized Group equals the related
          Group Balance of the related Loan Group. If more than one such Certificate
          Group
          is an Undercollateralized Group, the available Subordinate Principal
          Distribution Amount for the Subordinate Certificates shall be distributed
          between such Undercollateralized Groups pro rata based on the outstanding
          balances of the respective Certificate Groups.

         

        (iii)           On
          or after the date on which the Class Principal Balances of all of the Senior
          Certificates in any Certificate Group have been reduced to zero, amounts
          otherwise distributable as principal on the Subordinate Certificates, up
          to the
          applicable Apportioned Subordinate Principal Distribution Amount, shall
          be paid
pro rata as principal
          to the remaining Senior Certificates of the other Certificate Group or
          Groups in
          accordance with the priorities set forth in Section 4.02(a)(i), provided that
          on such
          Distribution Date (a) the Aggregate Subordinate Percentage for the Subordinate
          Certificates for such Distribution Date is less than twice the initial
          Aggregate
          Subordinate Percentage for the Subordinate Certificates or (b) the average
          outstanding principal

         


        
          
            
            

          

          
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        balance
          of the Mortgage Loans delinquent 60 days or more over the last six months
          (including delinquent Mortgage Loans in bankruptcy, and all Mortgage Loans
          in
          foreclosure and REO Properties) as a percentage of the Group Subordinate
          Amount
          is greater than or equal to 50%.

         

        (iv)           Any
          application of the Subordinate Principal Distribution Amount pursuant to
          the
          preceding paragraphs (ii) and (iii) will reduce distributions to the Subordinate
          Certificates of such amount in reverse order of priority pursuant to the
          priorities set forth in Section 4.02(a)(i) priority fourth.

         

        (e)           [Reserved].

         

        (f)           [Reserved].

         

        (g)           [Reserved].

         

        (h)           In
          the event that the Mortgage Loans are purchased at the Servicer's election
          pursuant to Section 10.01(a), the Trust Administrator shall remit the amount
          of
          any Fair Market Value Excess by wire transfer of immediately available
          funds to
          the holders of the Class R Certificates in accordance with the instructions
          of
          the holders of the Class R Certificates.

         

        Section
          4.03.                                Monthly Statements
          to
          Certificateholders.

         

        (a)           Not
          later than each Distribution Date, the Trust Administrator shall make available
          to each Certificateholder, the Servicer, the Master Servicer, the Trustee,
          the
          Depositor and each Rating Agency a statement setting forth with respect
          to the
          related distribution:

         

        (i)           the
          amount of the distribution made on such Distribution Date to the Holders
          of each
          Class of Certificates allocable to principal, separately identified, and
          the
          amount of the distribution made on such Distribution Date to the Holders
          of the
          Class [__] Certificates allocable to Prepayment Charges;

         

        (ii)           the
          amount of the distribution made on such Distribution Date to the Holders
          of each
          Class of Certificates allocable to interest, separately identified;

         

        (iii)           the
          Net Monthly Excess Cashflow and the Credit Enhancement Percentage for such
          Distribution Date;

         

        (iv)           the
          fees and expenses of the trust accrued and paid on such Distribution Date
          and to
          whom such fees and expenses were paid;

         

        (v)           the
          aggregate amount of P&I Advances for such Distribution Date (including the
          general purpose of such P&I Advances);

         

        (vi)           the
          aggregate Principal Balance of the Mortgage Loans and any REO Properties
          as of
          the end of the related Due Period;

         


        
          
            
            

          

          
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        (vii)           the
          number, aggregate Principal Balance, weighted average remaining term to
          maturity
          and weighted average Mortgage Rate of the Mortgage Loans as of the related
          Due
          Date;

         

        (viii)          the
          number and aggregate unpaid Principal Balance of Mortgage Loans in respect
          of
          which (a) one monthly payment is delinquent, (b) two monthly payments are
          delinquent, (c) three monthly payments are delinquent and (d) foreclosure
          proceedings have begun, in each case, as of the last day of the calendar
          month
          preceding the related Distribution Date and in accordance with the OTS
          method of
          calculating delinquencies;

         

        (ix)           the
          total number and cumulative principal balance of all REO Properties as
          of the
          close of business on the last day of the calendar month preceding the related
          Distribution Date;

         

        (x)           the
          aggregate amount of Principal Prepayments made during the related Prepayment
          Period;

         

        (xi)           the
          Delinquency Percentage;

         

        (xii)           the
          aggregate amount of Realized Losses incurred during the related Prepayment
          Period, the aggregate amount of Realized Losses incurred since the Closing
          Date
          and the aggregate amount of Subsequent Recoveries received during the related
          Prepayment Period;

         

        (xiii)          the
          aggregate amount of extraordinary trust fund expenses withdrawn from the
          Certificate Account for such Distribution Date;

         

        (xiv)          the
          Certificate Principal Balance of each Class of Certificates, before and
          after
          giving effect to the distributions, and allocations of Realized Losses,
          made on
          such Distribution Date;

         

        (xv)           the
          Current Interest in respect of the Certificates for such Distribution Date
          and
          the Unpaid Interest Shortfall Amount, if any, with respect to the Certificates
          on such Distribution Date;

         

        (xvi)          the
          aggregate amount of any Prepayment Interest Shortfall for such Distribution
          Date, to the extent not covered by payments of Compensating Interest by
          the
          Servicer or the Master Servicer;

         

        (xvii)         the
          amount of the Servicing Fees paid to or retained by the Servicer or any
          subservicer (with respect to the Subservicers, in the aggregate) with respect
          to
          such Distribution Date;

         

        (xviii)         the
          amount of the Master Servicing Fees to be paid to or retained by the Master
          Servicer with respect to such Distribution Date;

         


        
          
            
            

          

          
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        (xix)          the
          amount of the Custodial Fee, if any, to be paid or retained by the Trust
          Administrator with respect to such Distribution Date;

         

        (xx)           whether
          the Stepdown Date or a Trigger Event has occurred;

         

        (xxi)          the
          total cashflows received and the general sources thereof;

         

        (xxii)         the
          respective Pass-Through Rates applicable to the Certificates for such
          Distribution Date and the Pass-Through Rate applicable to the Certificates
          for
          the immediately succeeding Distribution Date; and

         

        (xxiii)        the
          applicable Record Dates, Interest Accrual Periods and Determination Dates
          for
          calculating distributions for such Distribution Date.

         

        (b)           The
          Trust Administrator’s responsibility for providing the above statement to the
          Certificateholders, each Rating Agency, the Servicer, the Master Servicer,
          the
          Originator and the Depositor is limited to the availability, timeliness
          and
          accuracy of the information derived from the Servicer.  The Trust
          Administrator will make the above statement available via the Trust
          Administrator’s internet website.  The Trust Administrator’s website
          will initially be located at
          http://www.[        ].com and assistance
          in using the website can be obtained by calling the Trust Administrator’s
          customer service desk at
          [                            ].  Parties
          that are unable to use the above distribution method are entitled to have
          a
          paper copy mailed to them via first class mail by calling the customer
          service
          desk and indicating such.  The Trust Administrator shall have the
          right to change the manner in which the above statement is distributed
          in order
          to make such distribution more convenient and/or more accessible, and the
          Trust
          Administrator shall provide timely and adequate notification to the
          Certificateholders and the parties hereto regarding any such
          changes.

         

        The
          Trust
          Administrator shall also be entitled to rely on, but shall not be responsible
          for the content or accuracy of, any information provided by the Servicer
          for
          purposes of preparing the above statement and may affix thereto any disclaimer
          it deems appropriate in its reasonable discretion (without suggesting liability
          on the part of any other party hereto).

         

        Upon
          written request from any Certificateholder, the Trust Administrator shall
          provide the information provided for in Sections 4.03(d) to such
          Certificateholder, at the expense of the requesting
          Certificateholder.  The Trust Administrator’s responsibility for
          providing the information provided for in Sections 4.03(d) to the
          Certificateholders is limited to the availability and timeliness of the
          information provided by the Servicer.  The Trust Administrator shall
          provide the information provided for in Sections 4.03(d) in the same format
          as
          received from the Servicer upon request by the
          Certificateholders.  The Trust Administrator shall have no duty or
          obligation to monitor, review or take any action regarding such information
          received pursuant to Section 4.03(d) other than forwarding copies to
          Certificateholders.  The Trust Administrator shall have no liability
          for the accuracy, completeness or otherwise for such information.

         

        (c)           Upon
          request, within a reasonable period of time after the end of each calendar
          year,
          the Trust Administrator shall cause to be furnished to each Person who
          at any
          time during the calendar year was a Certificateholder, a statement containing
          the information set forth in

         


        
          
            
            

          

          
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        clauses (a)(i)
          and (a)(ii) of this Section 4.03 aggregated for such calendar year or
          applicable portion thereof during which such Person was a
          Certificateholder.  Such obligation of the Trust Administrator shall
          be deemed to have been satisfied to the extent that substantially comparable
          information shall be provided by the Trust Administrator pursuant to any
          requirements of the Code as are from time to time in effect.

         

        (d)           Not
          later than the Reporting Date, the Servicer shall furnish to the Trust
          Administrator and the Master Servicer a monthly remittance advice statement
          (in
          a format mutually agreed upon by the Servicer and the Trust Administrator)
          containing such information as shall be reasonably requested by the Trust
          Administrator to provide the reports required by Section 4.03(a)
          as to the accompanying remittance and the period ending on the close of
          business
          on the last Business Day of the immediately preceding month (the “Servicer Remittance
          Report”).

         

        The
          Servicer shall furnish to the Trust Administrator an individual loan accounting
          report, as of the last Business Day of each month, to document Mortgage
          Loan
          payment activity on an individual Mortgage Loan basis.  With respect
          to each month, the corresponding individual loan accounting report (in
          electronic format) shall be received by the Trust Administrator no later
          than
          the Reporting Date, which report shall contain the following:

         

        (i)           with
          respect to each Scheduled Payment, the amount of such remittance allocable
          to
          principal (including a separate breakdown of any Principal Prepayment,
          including
          the date of such prepayment, and any Prepayment Premiums, along with a
          detailed
          report of interest on principal prepayment amounts remitted in accordance
          with
          Section 3.25);

         

        (ii)           with
          respect to each Scheduled Payment, the amount of such remittance allocable
          to
          interest;

         

        (iii)           the
          amount of servicing compensation received by the Servicer during the prior
          distribution period;

         

        (iv)           the
          individual and aggregate Stated Principal Balance of the Mortgage
          Loans;

         

        (v)           the
          aggregate of any expenses reimbursed to the Servicer during the prior
          distribution period pursuant to Section 3.11;

         

        (vi)           the
          number and aggregate outstanding principal balances of Mortgage Loans (not
          including Liquidated Mortgage Loans as of the end of the Prepayment Period)
          (a) delinquent (1) 31 to 60 days, (2) 61 to 90 days, or
          (3) 91 days or more; (b) as to which foreclosure has commenced; and
          (c) as to which REO Property has been acquired;

         

        (vii)           each
          Mortgage Loan which has been altered, modified or varied during such month,
          and
          the reason for such modification (i.e., extension of maturity date, Mortgage
          Interest Rate);

         


        
          
            
            

          

          
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        (viii)         with
          respect to each Mortgage Loan, the amount of any Realized Losses for such
          Mortgage Loan; and

         

        (ix)           any
          other information reasonably required by the Trust Administrator to enable
          it to
          prepare the monthly statement referred to in Section 4.03(a).

         

        Section
          4.04.                                [Reserved].

         

        Section
          4.05.                                Allocation of
          Realized Loss
          Amounts.

         

        (a)           On
          or prior to each Distribution Date, the Master Servicer shall determine
          the
          total amount of Realized Losses, including Excess Losses and the allocation
          of
          such total amount as set forth below.  Realized Losses occurring on
          the Mortgage Loans shall be allocated as follows:

         

        (i)           [reserved];

         

        (ii)           any
          Realized Loss with respect to any Mortgage Loan (other than an Excess Loss)
          shall be allocated first to the Subordinate Certificates in reverse order
          of
          their respective numerical Class designations (beginning with the Class
          of
          Subordinate Certificates then outstanding with the highest numerical Class
          designation) until the respective Class Principal Balance of each such
          Class is
          reduced to zero, and second to the Senior Certificates of the related
          Certificate Group pro rata based upon their respective Class Principal
          Balances
          after giving effect to distributions of principal on such Distribution
          Date
          until the Class Principal Balance of each such Class has been reduced to
          zero;

         

        (iii)           any
          Excess Losses occurring on any Mortgage Loan contributing to any Loan Group
          shall be allocated among (A) (1) the Group 1 Certificates, in the case
          of an
          Excess Loss on a Mortgage Loan contributing to Loan Group 1, (2) the Group
          2
          Certificates, in the case of an Excess Loss on a Mortgage Loan contributing
          to
          Loan Group 2, and (3) the Group 3 Certificates, in the case of an Excess
          Loss on
          a Mortgage Loan contributing to Loan Group 3; and (B) each Class of Subordinate
          Certificates, pro rata based upon their respective Class Principal Balances
          after giving effect to distributions of principal on such Distribution
          Date of
          the Group Subordinate Amount for the Loan Group which incurred the Excess
          Loss);
          and

         

        (b)           The
          Class Principal Balance of the Class of Subordinate Certificates then
          outstanding with the highest numerical Class designation shall be reduced
          on
          each Distribution Date by the sum the amount, if any, by which the aggregate
          of
          the Class Principal Balances of all outstanding Classes of Group 1, Group
          2 and
          Group 3 Certificates and Subordinate Certificates (after giving effect
          to the
          distribution of principal and the allocation of Realized Losses with respect
          to
          the Mortgage Loans) exceeds the Aggregate Pool Principal Balance for the
          following Distribution Date, less any Deficient Valuations occurring before
          the
          Bankruptcy Loss Coverage Amount has been reduced to zero; and

         


        
          
            
            

          

          
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        (c)           Any
          allocation of Realized Losses to a Certificate or any reduction in the
          Certificate Principal Balance of a Certificate pursuant to Section 4.03(a)
          or
          (b) above shall be accomplished by reducing the Certificate Principal Balance
          of
          such Certificate immediately following the distributions made on the related
          Distribution Date in accordance with the definition of “Certificate Principal
          Balance” herein; provided that
          no
          Realized Loss with respect to any Loan Group shall be allocated to reduce
          the
          Certificate Principal Balance of a Senior Certificate in any Certificate
          Group
          to the extent that such allocation would reduce the aggregate Certificate
          Principal Balance of all of the Senior Certificates and Subordinate Certificates
          to an amount less than the Aggregate Pool Principal Balance for the following
          Distribution Date minus any related Deficient Valuations occurring before
          the
          Bankruptcy Loss Coverage Termination Date (such limitation, the “Loss Allocation
          Limitation”).

         

        (d)           Prior
          to the Cross-Over Date, with respect to any Recoveries received during
          the
          related Prepayment Period with respect to any Mortgage Loans, the Class
          Principal Balance of one or more Classes of Certificates that have previously
          had Realized Losses allocated, will be increased, as follows:

         

        (i)           first,
          up to the amount of
          the Recoveries with respect to any Loan Group, the Class Principal Balance
          of
          each Class of Senior Certificates will be increased, pro rata, up to the
          amount
          of the excess, if any, of (x) unrecovered Realized Losses previously allocated
          to each such Class, if any over (y) amounts previously applied to the increase
          of the Class Principal Balance of such Class pursuant to this Section
          4.03(d)(i); and

         

        (ii)         second,
          up to the amount of
          the Recoveries related to each Loan Group remaining after allocation pursuant
          to
          the preceding clause (i), the Class Principal Balance of each Class of
          Subordinate Certificates, in order of seniority, will be increased, by
          the
          amount of the excess, if any, of (x) unrecovered Realized Losses previously
          allocated to each such Class, if any, over (y) amounts previously applied
          to the
          increase of the Class Principal Balance of such Class pursuant to this
          Section
          4.03(d)(ii)(4).

         

        (e)           With
          respect to any Distribution Date on or after the Cross-Over Date, the Trust
          Administrator shall distribute the amount of any Recovery on a Mortgage
          Loan
          received during the calendar month prior to that Distribution Date to the
          Classes of Senior Certificates of the Certificate Group or Certificate
          Groups
          corresponding to the Loan Group to which the Mortgage Loan for which the
          Recovery was received, pro
          rata, the amount of such Recovery;

         

        provided,
however,
          that any
          distribution to a Class of Certificates pursuant to this Section 4.03(e)
          shall
          not reduce the Class Principal Balance of such Class.

         

        Section
          4.06.                                Compliance with
          Withholding
          Requirements.

         

        Notwithstanding
          any other provision of this Agreement, the Trustee and the Trust Administrator
          shall comply with all federal withholding requirements respecting payments
          to
          Certificateholders of interest or original issue discount that the Trust
          Administrator reasonably believes are applicable under the Code.  The
          consent of Certificateholders shall not be required

         


        
          
            
            

          

          
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        for
          such
          withholding.  In the event the Trust Administrator does withhold any
          amount from interest or original issue discount payments or advances thereof
          to
          any Certificateholder pursuant to federal withholding requirements, the
          Trust
          Administrator shall indicate the amount withheld to such
          Certificateholders.

         

        Section
          4.07.                                Commission
          Reporting.

         

        (a)           (i)           Using
          best efforts, within 10 days after each Distribution Date, and no later
          than 15
          days after each Distribution Date (subject to permitted extensions under
          the
          Exchange Act), the Trust Administrator shall, in accordance with industry
          standards, prepare and file, on behalf of the Trust, with the Commission
          via the
          Electronic Data Gathering and Retrieval System (“EDGAR”), any
          Form
          10-D required by the Exchange Act, in form and substance as required by
          the
          Exchange Act, signed by the Master Servicer, with a copy of the monthly
          statement to be furnished by the Trust Administrator to the Certificateholders
          for such Distribution Date attached thereto.  Any disclosure in
          addition to the monthly statement that is required to be included on Form
          10-D
          (“Additional Form
          10-D
          Disclosure”) shall be reported by the parties set forth on Exhibit
          T to the
          Depositor and the Trust Administrator and directed and approved by the
          Depositor
          pursuant to the following paragraph, and the Trust Administrator will have
          no
          duty or liability for any failure hereunder to determine or prepare any
          Additional Form 10-D Disclosure, except as set forth in the next
          paragraph.

         

        (ii)           For
          so long as the Trust is subject to the reporting requirements of the Exchange
          Act, within 5 calendar days after the related Distribution Date, (i) the
          parties
          set forth in Exhibit
          T shall be required to provide, pursuant to Section 4.07(a)(v) below,
          to
          the Trust Administrator (by email at
          [        ] and by facsimile at
          [           ]) and the
          Depositor, to the extent known, in EDGAR-compatible format, or in such
          other
          format as otherwise agreed upon by the Trust Administrator and such party,
          the
          form and substance of any Additional Form 10-D Disclosure, if applicable,
          together with an Additional Disclosure Notification in the form attached
          hereto
          as Exhibit R
          (an “Additional
          Disclosure Notification”) and (ii) the Depositor will approve, as to form
          and substance, or disapprove, as the case may be, the inclusion of the
          Additional Form 10-D Disclosure on Form 10-D.  The Trust Administrator
          has no duty under this Agreement to monitor or enforce the performance
          by the
          parties listed on Exhibit T of their
          duties under this paragraph or proactively solicit or procure from such
          parties
          any Additional Form 10-D Disclosure information.  The Depositor will
          be responsible for any reasonable fees and expenses assessed or incurred
          by the
          Trust Administrator in connection with including any Additional Form 10-D
          Disclosure on Form 10-D pursuant to this Section.

         

        After
          preparing the Form 10-D, the Trust Administrator shall, upon request, forward
          electronically a copy of the Form 10-D to the Depositor for review, only
          to the
          extent that the Form 10-D contains Additional Form 10-D
          Disclosure.  Within two Business Days after receipt of such copy, but
          no later than the 13th
          calendar day
          after the Distribution Date, the Depositor shall notify the Trust Administrator
          in writing (which may be furnished electronically) of any changes to or
          approval
          of such Form 10-D.  In the absence of receipt of any written changes
          or approval, or if the Depositor does not request a copy of a Form 10-D,
          the
          Trust Administrator shall be entitled to assume that such Form 10-D is
          in final
          form and the Trust Administrator may

         


        
          
            
            

          

          
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        proceed
          with the execution and filing of the Form 10-D.  A duly authorized
          representative of the Master Servicer shall sign each Form 10-D.  If a
          Form 10-D cannot be filed on time or if a previously filed Form 10-D needs
          to be
          amended, the Trust Administrator will follow the procedures set forth in
          Section
          4.07(a)(vi).  Promptly (but no later than one Business Day) after
          filing with the Commission, the Trust Administrator will make available
          on its
          internet website a final executed copy of each Form 10-D filed by the Trust
          Administrator.  Form 10-D requires the registrant to indicate (by
          checking “yes” or “no”) that it “(1) has filed all reports required to be filed
          by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
          (or
          for such shorter period that the registrant was required to file such reports),
          and (2) has been subject to such filing requirements for the past 90
          days.”  The Depositor hereby represents to the Trust Administrator
          that the Depositor has filed all such required reports during the preceding
          12
          months (other than any such reports required to be filed by the Trust
          Administrator) and that it has been subject to such filing requirement
          for the
          past 90 days. The
          Depositor shall notify the Trust Administrator in writing, no later than
          the
          fifth calendar day after the related Distribution Date with respect to
          the
          filing of a report on Form 10-D, if the answer to the questions should
          be
“no.”  In the absence of such notification by the Depositor to the
          Trust Administrator, the Trust Administrator shall be entitled to assume
          that
          the answer to the questions on Form 10-D should be “yes”; provided, however,
          that with respect to any such reports that the Trust Administrator was
          obligated
          to file but failed to timely file, the Trust Administrator will check “no” on
          the Form 10-D and promptly notify the Depositor thereof.  The Trust
          Administrator shall be entitled to rely on such representations in preparing,
          executing and/or filing any such report.  The parties to this
          Agreement acknowledge that the performance by the Master Servicer and the
          Trust
          Administrator of its duties under Sections 4.07(a)(i), (ii) and (v) related
          to
          the timely preparation and filing of Form 10-D is contingent upon such
          parties
          strictly observing all applicable deadlines in the performance of their
          duties
          under such Sections.  The Depositor acknowledges that the performance
          by the Master Servicer and the Trust Administrator of its duties under
          this
          Section 4.07(a)(ii) related to the timely preparation, execution and filing
          of
          Form 10-D is also contingent upon the Servicer, the custodian and any
          Subservicer or Subcontractor strictly observing deadlines no later than
          those
          set forth in this paragraph that are applicable to the parties to this
          Agreement
          in the delivery to the Trust Administrator of any necessary Additional
          Form 10-D
          Disclosure pursuant to any applicable agreement.  Neither the Master
          Servicer nor the Trust Administrator shall have any liability for any loss,
          expense, damage or claim arising out of or with respect to any failure
          to
          properly prepare, execute and/or timely file such Form 10-D and Form 10-K,
          where
          such failure results from the Trust Administrator’s inability or failure to
          receive, on a timely basis, any information from any other party hereto
          or any
          custodian (other than the Trust Administrator in such capacity), Subservicer
          or
          Subcontractor needed to prepare, arrange for execution or file such Form
          10-D,
          not resulting from its own negligence, bad faith or willful
          misconduct.

         

        (iii)           Within
          four (4) Business Days after the occurrence of an event requiring disclosure
          on
          Form 8-K (each such event, a “Reportable Event”),
          and if requested by the Depositor, the Trust Administrator shall prepare
          and
          file on behalf of the Trust a Form 8-K, as required by the Exchange Act,
          provided that the Depositor shall file the initial Form 8-K in connection
          with
          the issuance of the Certificates.  Any disclosure or information
          related to a Reportable Event or that is otherwise required to be included
          on
          Form 8-K other than the initial Form 8-K (“Form 8-K Disclosure
          Information”) shall, be reported

         


        
          
            
            

          

          
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        by
          the
          parties set forth on Exhibit T to the
          Depositor and the Trust Administrator and directed and approved by the
          Depositor, pursuant to the following paragraph, and the Trust Administrator
          will
          have no duty or liability for any failure hereunder to determine or prepare
          any
          Form 8-K Disclosure Information or any Form 8-K, except as set forth in
          the next
          paragraph.

         

        For
          so
          long as the Trust is subject to the Exchange Act reporting requirements,
          no
          later than the close of business (New York City Time) on the 2nd
          Business Day
          after the occurrence of a Reportable Event (i) the parties set forth in
Exhibit T shall
          be
          required pursuant to Section 4.07(a)(v) below to provide to the Trust
          Administrator and the Depositor, to the extent known, in EDGAR-compatible
          format, or in such other format as otherwise agreed upon by the Trust
          Administrator and such party, the form and substance of any Form 8-K Disclosure
          Information, if applicable, together with an Additional Disclosure Notification
          and (ii) the Depositor will approve, as to form and substance, or disapprove,
          as
          the case may be, the inclusion of the Form 8-K Disclosure Information on
          Form
          8-K.  The Depositor will be responsible for any reasonable fees and
          expenses assessed or incurred by the Trust Administrator in connection
          with
          including any Form 8-K Disclosure Information on Form 8-K pursuant to this
          Section.

         

        After
          preparing the Form 8-K, the Trust Administrator shall, upon request, forward
          electronically a copy of the Form 8-K to the Depositor for
          review.  Promptly, but no later than the close of business on the
          third Business Day after the Reportable Event, the Depositor shall notify
          the
          Trust Administrator in writing (which may be furnished electronically)
          of any
          changes to or approval of such Form 8-K.  In the absence of receipt of
          any written changes or approval, or if the Depositor does not request a
          copy of
          a Form 8-K, the Trust Administrator shall be entitled to assume that such
          Form
          8-K is in final form and the Trust Administrator may proceed with the execution
          and filing of the Form 8-K.  A duly authorized representative of the
          Master Servicer shall sign each Form 8-K.  If a Form 8-K cannot be
          filed on time or if a previously filed Form 8-K needs to be amended, the
          Trust
          Administrator will follow the procedures set forth in Section
          4.07(a)(vi).  Promptly (but no later than one Business Day) after
          filing with the Commission, the Trust Administrator will make available
          on its
          internet website a final executed copy of each Form 8-K prepared and filed
          by
          the Trust Administrator.  The parties to this Agreement acknowledge
          that the performance by the Master Servicer and the Trust Administrator
          of its
          duties under this Section 4.07(a)(iii) related to the timely preparation
          and
          filing of Form 8-K is contingent upon such parties strictly observing all
          applicable deadlines in the performance of their duties under this Section
          4.07(a)(iii).  The Depositor acknowledges that the performance by the
          Master Servicer and the Trust Administrator of its duties under this Section
          4.07(a)(iii) related to the timely preparation, execution and filing of
          Form
          10-D is also contingent upon the Servicer, the custodian (other than the
          Trust
          Administrator in such capacity) and any Subservicer or Subcontractor strictly
          observing deadlines no later than those set forth in this paragraph that
          are
          applicable to the parties to this Agreement in the delivery to the Trust
          Administrator of any necessary Form 8-K Disclosure Information pursuant
          to the
          Custodial Agreement or any other applicable agreement.  Neither the
          Master Servicer nor the Trust Administrator shall have any liability for
          any
          loss, expense, damage or claim arising out of or with respect to any failure
          to
          properly prepare, execute and/or timely file such Form 8-K, where such
          failure
          results from the Trust Administrator’s inability or failure to receive, on a
          timely basis, any information from any other party hereto or any custodian
          (other than the Trust

         


        
          
            
            

          

          
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        Administrator
          in such capacity), Subservicer or Subcontractor needed to prepare, arrange
          for
          execution or file such Form 8-K, not resulting from its own negligence,
          bad
          faith or willful misconduct.

         

        (iv)           (A)           Within
          90 days after the end of each fiscal year of the Trust or such earlier
          date as
          may be required by the Exchange Act (the “10-K Filing
          Deadline”) (it being understood that the fiscal year for the Trust ends
          on December 31st
          of each year),
          commencing in March 200[ ], the Trust Administrator shall prepare and file
          on
          behalf of the Trust an annual report on Form 10-K, in form and substance
          as
          required by the Exchange Act.  Each such Form 10-K shall include the
          following items, in each case to the extent they have been delivered to
          the
          Trust Administrator within the applicable time frames set forth in this
          Agreement, (i) an annual compliance statement for the Servicer, the Master
          Servicer, the Trust Administrator and any Subservicer, Subcontractor or
          other
          Person engaged by such parties or the Trustee (together with any custodian
          other
          than the Trust Administrator in such capacity, each a “Reporting Servicer”),
          as described under Section 3.22 of this Agreement, provided, however, that
          the
          Trust Administrator, at its discretion, may omit from the Form 10-K any
          annual
          compliance statement that is not required to be filed with such Form 10-K
          for
          each Reporting Servicer pursuant to Regulation AB, (ii)(A) the annual reports
          on
          Assessment of Compliance with Servicing Criteria for each Reporting Servicer,
          as
          described under Section 3.23 of this Agreement, and (B) if the report on
          Assessment of Compliance with the Servicing Criteria identifies any material
          instance of noncompliance, disclosure identifying such instance of
          noncompliance, or if any such Assessment of Compliance with Servicing Criteria
          is not included as an exhibit to such Form 10-K, disclosure that such report
          is
          not included and an explanation why such report is not included provided,
          however, that the Trust Administrator, at its discretion, may omit from
          the Form
          10-K any Assessment of Compliance or Attestation Report that is not required
          to
          be filed with such Form 10-K pursuant to Regulation AB, (iii)(A) the registered
          public accounting firm Attestation Report for each Reporting Servicer as
          described under Section 3.23 of this Agreement, and (B) if any registered
          public
          accounting firm Attestation Report described under Section 3.23 identifies
          any
          material instance of noncompliance, disclosure identifying such instance
          of
          noncompliance, or if any such registered public accounting firm Attestation
          Report is not included as an exhibit to such Form 10-K, disclosure that
          such
          report is not included and an explanation why such report is not included,
          and
          (iv) a Sarbanes-Oxley Certification as described below.  Any
          disclosure or information in addition to the disclosure or information
          specified
          in items (i) through (iv) above that is required to be included on Form
          10-K
          (“Additional Form
          10-K
          Disclosure”) shall, be reported by the parties set forth on Exhibit
          T to the
          Depositor and the Trust Administrator and directed and approved by the
          Depositor
          pursuant to the following paragraph, and the Trust Administrator will have
          no
          duty or liability for any failure hereunder to determine or prepare any
          Additional Form 10-K Disclosure, except as set forth in the next
          paragraph.

         

        No
          later
          than March 1st
          (with a 10
          calendar day cure period) of each year that the Trust is subject to the
          Exchange
          Act reporting requirements, commencing in 200[ ], (i) the parties set forth
          in
Exhibit T shall
          be required to provide pursuant to Section 4.07(a)(v)
          below to the

         


        
          
            
            

          

          
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        Depositor
          and to the Trust Administrator (by email at
          [        ] and by facsimile at
          [         ]) and the Depositor, to
          the extent known, in EDGAR-compatible form, or in such other form as otherwise
          agreed upon by the Trust Administrator and such party, the form and substance
          of
          any Additional Form 10-K Disclosure, if applicable, together with an Additional
          Disclosure Notification and (ii) the Depositor will approve, as to form
          and
          substance, or disapprove, as the case may be, the inclusion of the Additional
          Form 10-K Disclosure on Form 10-K.  The Trust Administrator has no
          duty under this Agreement to monitor or enforce the performance by the
          parties
          listed on Exhibit
          T of their duties under this paragraph or proactively solicit or
          procure
          from such parties any Additional Form 10-K Disclosure
          information.  The Depositor will be responsible for any reasonable
          fees and expenses assessed or incurred by the Trust Administrator in connection
          with including any Additional Form 10-K Disclosure on Form 10-K pursuant
          to this
          Section.

         

        After
          preparing the Form 10-K, the Trust Administrator shall forward, upon request,
          electronically a copy of the Form 10-K to the Depositor for
          review.  Within three Business Days after receipt of such copy, but no
          later than March 25th, the Depositor shall notify the Trust Administrator
          in
          writing (which may be furnished electronically) of any changes to or approval
          of
          such Form 10-K.  In the absence of receipt of any written changes or
          approval, or if the Depositor does not request a copy of a Form 10-K, the
          Trust
          Administrator shall be entitled to assume that such Form 10-K is in final
          form
          and the Trust Administrator may proceed with the execution and filing of
          the
          Form 10-K.  No later than 12:00 noon New York City time on the fourth
          Business Day prior to the 10-K Filing Deadline, a senior officer of [SunTrust]
          shall sign the Form 10-K and return such signed Form 10-K to the Trust
          Administrator.  If a Form 10-K cannot be filed on time or if a
          previously filed Form 10-K needs to be amended, the Trust Administrator
          will
          follow the procedures set forth in Section 4.07(a)(vi).  Promptly (but
          no later than one Business Day) after filing with the Commission, the Trust
          Administrator will make available on its internet website (located at www.[     ].com)
          a final executed copy of each Form 10-K filed by the Trust
          Administrator.  Form 10-K requires the registrant to indicate (by
          checking “yes” or “no”) that it “(1) has filed all reports required to be filed
          by Section 13 or 15(d) of the Exchange Act during the preceding 12 months
          (or
          for such shorter period that the registrant was required to file such reports),
          and (2) has been subject to such filing requirements for the past 90
          days.”  The Depositor hereby represents to the Trust Administrator
          that the Depositor has filed all such required reports during the preceding
          12
          months (other than any such reports required to be filed by the Trust
          Administrator) and that it has been subject to such filing requirement
          for the
          past 90 days.  The Depositor shall notify the Trust Administrator in
          writing, no later than March 15th with respect to the filing of a report
          on Form
          10-K, if the answer to the questions should be “no.”  In the absence
          of such notification by the Depositor to the Trust Administrator, the Trust
          Administrator shall be entitled to assume that the answer to the questions
          on
          Form 10-K should be “yes”; provided, however,
          that with respect to any such reports that the Trust Administrator was
          obligated
          to file but failed to timely file, the Trust Administrator will check “no” on
          the Form 10-K and promptly notify the Depositor thereof.  The Trust
          Administrator shall be entitled to rely on such representations in preparing,
          executing and/or filing any such report.  The parties to this
          Agreement acknowledge that the performance by the Master Servicer, the
          Servicer
          and the Trust Administrator of its duties under Section 4.07(a)(iv)
          and Section
          4.07(a)(v) related to the timely preparation, execution and filing of
          Form 10-K is contingent upon such parties strictly observing all applicable
          deadlines in the performance of their duties under such Sections, Section 3.22 and
          Section
          3.23.  The Depositor

         


        
          
            
            

          

          
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        acknowledges
          that the performance by the Master Servicer and the Trust Administrator
          of its
          duties under this Section 4.07(a)(iv)
          related to the timely preparation, execution and filing of Form 10-K is
          also
          contingent upon the Servicer, the custodian (other than the Trust Administrator
          in such capacity) and any Subservicer or Subcontractor strictly observing
          deadlines no later than those set forth in this paragraph that are applicable
          to
          the parties to this Agreement in the delivery to the Trust Administrator
          of any
          necessary Additional Form 10-K Disclosure, any annual statement of compliance
          and any Assessment of Compliance and attestation pursuant to any custodial
          agreement or any other applicable agreement.  Neither the Master
          Servicer nor the Trust Administrator shall have any liability for any loss,
          expense, damage, claim arising out of or with respect to any failure to
          properly
          prepare, execute and/or timely file such Form 10-K, where such failure
          results
          from the Trust Administrator’s inability or failure to receive, on a timely
          basis, any information from any other party hereto or any custodian (other
          than
          the Trust Administrator in such capacity), Subservicer or Subcontractor
          needed
          to prepare, arrange for execution or file such Form 10-K, not resulting
          from its
          own negligence, bad faith or willful misconduct.

         

        Each
          Form
          10-K shall include a Sarbanes-Oxley Certification, required to be included
          therewith pursuant to the Sarbanes-Oxley Act.  Each of the Master
          Servicer and the Trust Administrator shall provide, and each such party
          and the
          Trustee shall cause any Subservicer or Subcontractor engaged by it to provide,
          to the Person who signs the Sarbanes-Oxley Certification (the “Certifying Person”),
          by March 15th
          of each year in
          which the Trust is subject to the reporting requirements of the Exchange
          Act, a
          certification (each, a “Back-Up
          Certification”), in the form attached hereto as Exhibit
          M, upon which
          the Certifying Person, the entity for which the Certifying Person acts
          as an
          officer, and such entity’s officers, directors and Affiliates (collectively with
          the Certifying Person, “Certification
          Parties”) can reasonably rely.  A senior officer of [SunTrust]
          shall serve as the Certifying Person on behalf of the Trust.  Such
          officer of the Certifying Person can be contacted by e-mail at [ ] or
          by
          facsimile at [(___) ___-____].  In the event that the Master Servicer,
          the Trust Administrator, the Trustee or any Subservicer or Subcontractor
          engaged
          by any such party is terminated or resigns pursuant to the terms of this
          Agreement, or any other applicable agreement, as the case may be, such
          party
          shall provide a Back-Up Certification to the Certifying Person pursuant
          to this
Section
          4.07(a)(iv) with respect to the period of time it was subject to this
          Agreement or any other applicable agreement, as the case may be.

         

        (v)           With
          respect to any Additional Form 10-D Disclosure, Additional Form 10-K Disclosure
          or any Form 8-K Disclosure Information (collectively, the “Additional
          Disclosure”) relating to the Trust Fund, the Trust Administrator’s
          obligation to include such Additional Information in the applicable Exchange
          Act
          report is subject to receipt from the entity that is indicated in Exhibit T as the
          responsible party for providing that information, if other than the Trust
          Administrator, as and when required as described in Section 4.07(a)(ii)
          through (iv)
          above.  Each of the Master Servicer, the Servicer, the Trust
          Administrator and Depositor hereby agree to notify and to provide, to the
          extent
          known, to the Trust Administrator and the Depositor, all Additional Disclosure
          relating to the Trust Fund, with respect to which such party is the responsible
          party for providing that information, as indicated in Exhibit T
          hereof.  The Servicer shall be responsible for

         


        
          
            
            

          

          
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        determining
          the pool concentration applicable to any Subservicer or originator at any
          time,
          for purposes of disclosure as required by Items 1108 and 1110 of Regulation
          AB.

         

        (vi)           On
          or prior to January 30 of the first year in which the Trust Administrator
          is
          able to do so under applicable law, the Trust Administrator shall prepare
          and
          file a Form 15 Suspension Notification relating to the automatic suspension
          of
          reporting in respect of the Trust under the Exchange Act.

         

        In
          the
          event that the Trust Administrator becomes aware that it will be unable
          to
          timely file with the Commission all or any required portion of any Form
          8-K,
          Form 10-D or Form 10-K required to be filed by this Agreement because required
          disclosure information was either not delivered to it or was delivered
          to it
          after the delivery deadlines set forth in this Agreement or for any other
          reason, the Trust Administrator will promptly notify electronically the
          Depositor.  In the case of Form 10-D and Form 10-K, the parties to
          this Agreement will cooperate to prepare and file a Form 12b-25 and a Form
          10-DA
          and Form 10-KA as applicable, pursuant to Rule 12b-25 of the Exchange
          Act.  In the case of Form 8-K, the Trust Administrator will, upon
          receipt of all required Form 8-K Disclosure Information and upon the approval
          and direction of the Depositor, include such disclosure information on
          the next
          succeeding Form 10-D.  In the event that any previously filed Form
          8-K, Form 10-D or Form 10-K needs to be amended, in connection with any
          Additional Form 10-D Disclosure (other than, in the case of Form 10-D,
          for the
          purpose of restating any Monthly Statement), Additional Form 10-K Disclosure
          or
          Form 8-K Disclosure Information, the Trust Administrator will electronically
          notify the Depositor and such other parties to the transaction as are affected
          by such amendment, and such parties will cooperate to prepare any necessary
          Form
          8-KA, Form 10-DA or Form 10-KA.  Any Form 15, Form 12b-25 or any
          amendment to Form 8-K or Form 10-D shall be signed by a duly authorized
          representative or senior officer in charge of master servicing, as applicable,
          of the Master Servicer.  Any amendment to Form 10-K shall be signed by
          the Servicer.  The parties to this Agreement acknowledge that the
          performance by the Master Servicer, the Servicer and the Trust Administrator
          of
          its duties under this Section 4.07(a)(vi) related to the timely preparation,
          execution and filing of Form 15, a Form 12b-25 or any amendment to Form
          8-K,
          Form 10-D or Form 10-K is contingent upon each such party performing its
          duties
          under this Section.  Neither the Master Servicer nor the Trust
          Administrator shall have any liability for any loss, expense, damage, claim
          arising out of or with respect to any failure to properly prepare, execute
          and/or timely file any such Form 15, Form 12b-25 or any amendments to Form
          8-K,
          Form 10-D or Form 10-K, where such failure results from the Trust
          Administrator’s inability or failure to receive, on a timely basis, any
          information from or on behalf of any other party hereto or any custodian
          (other
          than the Trust Administrator in such capacity), Subservicer or Subcontractor
          needed to prepare, arrange for execution or file such Form 15, Form 12b-25
          or
          any amendments to Form 8-K, Form 10-D or Form 10-K, not resulting from
          its own
          negligence, bad faith or willful misconduct.

         

        The
          Depositor agrees to promptly furnish to the Trust Administrator, from time
          to
          time upon request, such further information, reports and financial statements
          within its control related to this Agreement and the Mortgage Loans as
          the Trust
          Administrator reasonably deems appropriate to prepare and file all necessary
          reports with the Commission. The Trust Administrator shall have no
          responsibility to file any items other than those specified in this

         


        
          
            
            

          

          
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        Section
          4.07; provided, however, the Trust Administrator will cooperate with the
          Depositor in connection with any additional filings with respect to the
          Trust
          Fund as the Depositor deems necessary under the Exchange Act.  Fees
          and expenses incurred by the Trust Administrator in connection with this
          Section
          4.07 shall not be reimbursable from the Trust Fund.

         

        (b)           (A)           The
          Trust Administrator shall indemnify and hold harmless the Depositor and
          its
          officers, directors and affiliates from and against any losses, damages,
          penalties, fines, forfeitures, reasonable and necessary legal fees and
          related
          costs, judgments and other costs and expenses arising out of or based upon
          (i) a
          breach of the Trust Administrator’s obligations under this Section 4.07 or the
          Trust Administrator’s negligence, bad faith or willful misconduct in connection
          therewith or (ii) any material misstatement or omission in the Annual Statement
          of Compliance and the Assessment of Compliance delivered by the Trust
          Administrator pursuant to Section 3.22 and
          Section
          3.23.

         

        (B)           The
          Depositor shall indemnify and hold harmless the Trust Administrator and
          the
          Master Servicer and their respective officers, directors and affiliates
          from and
          against any losses, damages, penalties, fines, forfeitures, reasonable
          and
          necessary legal fees and related costs, judgments and other costs and expenses
          arising out of or based upon a breach of the obligations of the Depositor
          under
          this Section
          4.07 or the Depositor’s negligence, bad faith or willful misconduct in
          connection therewith.

         

        (C)           The
          Master Servicer shall indemnify and hold harmless the Trust Administrator
          and
          the Depositor and their respective officers, directors and affiliates from
          and
          against any losses, damages, penalties, fines, forfeitures, reasonable
          and
          necessary legal fees and related costs, judgments and other costs and expenses
          arising out of or based upon (i) a breach of the obligations of the Master
          Servicer under this Section 4.05 or the
          Master Servicer’s negligence, bad faith or willful misconduct in connection
          therewith or (ii) any material misstatement or omission in the Statement
          as to
          Compliance delivered by the Master Servicer pursuant to Section 3.22 or the
          Assessment of Compliance delivered by the Master Servicer pursuant to Section
          3.23.

         

        (D)           The
          Servicer shall indemnify and hold harmless the Master Servicer, Trust
          Administrator and the Depositor and their respective officers, directors
          and
          affiliates from and against any losses, damages, penalties, fines, forfeitures,
          reasonable and necessary legal fees and related costs, judgments and other
          costs
          and expenses arising out of or based upon (i) a breach of the obligations
          of the
          Servicer under Section
          3.22, Section
          3.23 or Section
          4.07, including any failure by the Servicer  (or any
          Subservicer or any Subcontractor engaged by the Servicer), to provide any
          Back-Up Certification (if applicable), annual statement of compliance,
          annual
          Assessment of Compliance with Servicing Criteria or Attestation Report,
          any
          information, data or materials required to be included in any Exchange
          Act
          report or any other information or material when and as required under
Sections 3.22, 3.23
          or 4.07, or
          the
          Servicer’s negligence, bad faith or willful misconduct in connection therewith
          and (ii) any material misstatement or omission contained in any information,
          disclosure, report, certification, data, accountants’ letter or other material
          provided under Sections 3.22, 3.23
          and 4.07 to the
          Master
          Servicer or the Trust Administrator by or on behalf of the Servicer or
          on behalf
          of any Subservicer

         


        
          
            
            

          

          
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        or
          Subcontractor), including any material misstatement or material omission
          in (i)
          any Back-Up Certification, annual statement of compliance, annual Assessment
          of
          Compliance with Servicing Criteria or Attestation Report delivered by the
          Servicer, or by any Subservicer or Subcontractor engaged by it, pursuant
          to this
          Agreement, or (ii) any Additional Form 10-D Disclosure, Additional Form
          10-K
          Disclosure or Form 8-K Disclosure Information provided by the
          Servicer.

         

        (E)           The
          Custodian agrees to indemnify and hold harmless the Depositor, the Master
          Servicer and the Trust Administrator, and each Person, if any, who “controls”
the Depositor, the Master Servicer and the Trust Administrator within the
          meaning of the Securities Act and their respective officers, directors
          and
          affiliates from and against any losses, damages, penalties, fines, forfeitures,
          reasonable and necessary legal fees and related costs, judgments and other
          costs
          and expenses that such Person may sustain arising out of third party claims
          based on (i) the failure of the Custodian (or any Servicing Function Participant
          engaged by it) to deliver or cause to be delivered when required any Assessment
          of Compliance or Accountant’s Attestation required pursuant to Section
          [3.22(a)(i) or 3.22(b)(i)] or (ii) any material misstatement or omission
          contained in any Assessment of Compliance provided pursuant to Section
          [3.22(a)(i)].

         

        (F)           If
          the indemnification provided for herein is unavailable or insufficient
          to hold
          harmless the Depositor, the Master Servicer, the Trustee or the Trust
          Administrator, as applicable, then the defaulting party, in connection
          with a
          breach of its respective obligations under this Section 4.07 or its respective
          negligence, bad faith or willful misconduct in connection therewith, agrees
          that
          it shall contribute to the amount paid or payable by the other parties
          as a
          result of the losses, claims, damages or liabilities of the other party
          in such
          proportion as is appropriate to reflect the relative fault and the relative
          benefit of the respective parties.  This indemnification shall survive
          the termination of this Agreement or the termination of any party to this
          Agreement.

         

        (c)           Nothing
          shall be construed from the foregoing subsections (a) and (b) to require
          the
          Trust Administrator or any officer, director or Affiliate thereof to sign
          any
          Form 10-K or any certification contained therein.  Furthermore, the
          inability of the Trust Administrator to file a Form 10-K as a result of
          the lack
          of required information as set forth in Section 4.07(a) or
          required signatures on such Form 10-K or any certification contained therein
          shall not be regarded as a breach by the Trust Administrator of any obligation
          under this Agreement.

         

        (d)           Notwithstanding
          the provisions of Section 11.01, this
          Section 4.07
          may be amended without the consent of the Certificateholders.

         

        (e)           Each
          of the parties agrees to provide to the Master Servicer and the Trust
          Administrator such additional information related to such party as the
          Master
          Servicer and the  Trust Administrator may reasonably request,
          including evidence of the authorization of the person signing any certificate
          or
          statement, financial information and reports, and such other information
          related
          to such party or its performance hereunder.

         


        
          
            
            

          

          
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        (f)           Any
          notice or notification required to be delivered by the Trust Administrator
          or
          Master Servicer to the Depositor pursuant to this Section 4.07, may
          be
          delivered via facsimile to the legal department at [(___) ___-____], with
          a copy
          delivered to the operations group at facsimile [(___) ___-____].

         

        Section
          4.08.                                REMIC Distributions
          and
          Allocation of Losses.

         

        (a)           On
          each Distribution Date, the Trust Administrator shall be deemed to cause
          in the
          following order of priority, the following amounts to be distributed by
          REMIC I to REMIC II on account of the REMIC I Regular Interests
          or withdrawn from the Certificate Account and distributed to the Holders
          of the
          Class R Certificates (in respect of the Class R-I Interest), as the case
          may
          be:

         

        (i)           With
          respect to the Group 1 Mortgage Loans,

         

        (A)           to
          Class 1-Initial Interest and Class 1-PF Interest in an amount equal to
          (I) the
          Uncertificated Accrued Interest for such REMIC 1 Regular Interest for such
          Distribution Date, plus (II) any amounts payable in respect thereof remaining
          unpaid from previous Distribution Dates;

         

        (B)           to
          the extent of amounts remaining after the distributions made pursuant to
          clause
          (A) above, payments of principal shall be allocated to the Class 1-Initial
          Interest, until the Uncertificated Balance thereof is reduced to zero;
          then, to
          Class 1-PF Interest until the Uncertificated Balance thereof is reduced
          to zero;
          provided however, with respect to the first three Distribution Dates, principal
          payments on the Initial Group 1 Mortgage Loans shall be allocated to the
          Class
          1-Initial Interest until the Uncertificated Balance thereof has been reduced
          to
          zero, and all principal payments on the Subsequent Group 1 Mortgage Loans
          shall
          be allocated to the Class 1-PF Interest until the Uncertificated Balance
          thereof
          has been reduced to zero;

         

        (C)           any
          remaining amount to the Class R Certificates (in respect of the Class R-I
          Interest).

         

        (ii)           With
          respect to the Group 2 Mortgage Loans,

         

        (A)           to
          Class 2-Initial Interest and Class 2-PF Interest in an amount equal to
          (I) the
          Uncertificated Accrued Interest for such REMIC 2 Regular Interest for such
          Distribution Date, plus (II) any amounts payable in respect thereof remaining
          unpaid from previous Distribution Dates;

         

        (B)           to
          the extent of amounts remaining after the distributions made pursuant to
          clause
          (A) above, payments of principal shall be allocated to the Class 2-Initial
          Interest, until the Uncertificated Balance thereof is reduced to zero;
          then, to
          Class 2-PF Interest until the Uncertificated Balance thereof is reduced
          to zero;
          provided however, with respect to the first three Distribution Dates, principal
          payments on the Initial Group 2 Mortgage Loans shall be allocated to the
          Class
          2-Initial

         


        
          
            
            

          

          
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        Interest
          until the Uncertificated Balance thereof has been reduced to zero, and
          all
          principal payments on the Subsequent Group 2 Mortgage Loans shall be allocated
          to the Class 2-PF Interest until the Uncertificated Balance thereof has
          been
          reduced to zero;

         

        (C)           any
          remaining amount to the Class R Certificates (in respect of the Class R-I
          Interest).

         

        (iii)           With
          respect to the Group 3 Mortgage Loans,

         

        (A)           to
          Class 3-Initial Interest and Class 3-PF Interest in an amount equal to
          (I) the
          Uncertificated Accrued Interest for such REMIC 3 Regular Interest for such
          Distribution Date, plus (II) any amounts payable in respect thereof remaining
          unpaid from previous Distribution Dates;

         

        (B)           to
          the extent of amounts remaining after the distributions made pursuant to
          clause
          (A) above, payments of principal shall be allocated to the Class 3-Initial
          Interest, until the Uncertificated Balance thereof is reduced to zero;
          then, to
          Class 3-PF Interest until the Uncertificated Balance thereof is reduced
          to zero;
          provided however, with respect to the first three Distribution Dates, principal
          payments on the Initial Group 3 Mortgage Loans shall be allocated to the
          Class
          3-Initial Interest until the Uncertificated Balance thereof has been reduced
          to
          zero, and all principal payments on the Subsequent Group 3 Mortgage Loans
          shall
          be allocated to the Class 3-PF Interest until the Uncertificated Balance
          thereof
          has been reduced to zero;

         

        (C)           any
          remaining amount to the Class R Certificates (in respect of the Class R-I
          Interest).

         


        
          
            
            

          

          
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                  (iv)

                	
                  For
                    purposes of calculating Uncertificated Accrued Interest in respect
                    of each
                    REMIC I Regular Interest and any Distribution Date, Net Prepayment
                    Interest Shortfalls, Relief Act Reductions, and the aggregate
                    of the
                    amounts provided in Section 4.02(b) with respect to Special Hazard
                    Mortgage Loans, Mortgage Loans subject to a Bankruptcy Loss and
                    Fraud
                    Loans shall be allocated to the related REMIC I Regular Interest
                    in the
                    same relative proportions as interest is allocated to such REMIC
                    I Regular
                    Interest.  With respect to Relief Act Reductions and the
                    aggregate of the amounts provided in Section 4.02(b) with respect
                    to
                    Special Hazard Mortgage Loans, Mortgage Loans subject to a Bankruptcy
                    Loss
                    and Fraud Loans allocated to the REMIC I Regular Interests pursuant
                    to
                    this paragraph, such amounts shall be from (a) amounts allocated
                    to the
                    Loan Group 1 in the case of REMIC I Regular Interests beginning
                    with the
                    numeral “1,” (b) amounts allocated to Loan Group 2 in the case of REMIC I
                    Regular Interests beginning with the numeral “2” and (c) amounts allocated
                    to Loan Group 3 in the case of REMIC I Regular Interests beginning
                    with
                    the numeral “3.”

                


        

         

        
          	
                   

                	
                  (v)

                	
                  Realized
                    Losses and Excess Losses with respect to the Group 1 Mortgage
                    Loans shall
                    be allocated first to the Class 1-Initial Interest and then the
                    Class 1-PF
                    Interest until the Uncertificated Balance of each such REMIC
                    I Regular
                    Interest has been reduced to zero; provided however, with respect
                    to the
                    first three Distribution Dates, all Realized Losses on the Initial
                    Group 1
                    Mortgage Loans shall be allocated to Class 1-Initial Interest
                    until the
                    Uncertificated Balance of such REMIC I Regular Interest has been
                    reduced
                    to zero, and all Realized Losses on the Subsequent Group 1 Mortgage
                    Loans
                    shall be allocated to Class 1-PF Interest until the Uncertificated
                    Balance
                    thereof has been reduced to zero.  Realized Losses with respect
                    to the Group 2 Mortgage Loans shall be allocated first to the
                    Class
                    2-Initial Interest and then the Class 2-PF Interest until the
                    Uncertificated Balance of each such REMIC I Regular Interest
                    has been
                    reduced to zero; provided however, with respect to the first
                    three
                    Distribution Dates, all Realized Losses on the Initial Group
                    2 Mortgage
                    Loans shall be allocated to Class 2-Initial Interest until the
                    Uncertificated Balance of such REMIC I Regular Interest has been
                    reduced
                    to zero, and all Realized Losses on the Subsequent Group 2 Mortgage
                    Loans
                    shall be allocated to Class 2-PF Interest until the Uncertificated
                    Balance
                    thereof has been reduced to zero.  Realized Losses with respect
                    to the Group 3 Mortgage Loans shall be allocated first to the
                    Class
                    3-Initial Interest and then the Class 3-PF Interest until the
                    Uncertificated Balance of each such REMIC I Regular Interest
                    has been
                    reduced to zero; provided however, with respect to the first
                    three
                    Distribution Dates, all Realized Losses on the Initial Group
                    3 Mortgage
                    Loans shall be allocated to Class 3-Initial Interest until the
                    Uncertificated Balance of such REMIC I Regular Interest has been
                    reduced
                    to zero, and all Realized Losses on the Subsequent Group 3 Mortgage
                    Loans
                    shall be allocated to Class 3-PF Interest until the Uncertificated
                    Balance
                    thereof has been reduced to
                    zero.

                


        


        
          
            
            

          

          
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                  (vi)

                	
                  Recoveries
                    received with respect to the Loan Groups shall be applied to
                    the REMIC I
                    Regular Interests in a manner analogous to the application of
                    Realized
                    Losses to the REMIC I Regular
                    Interests.

                


        

         

        (b)           Distributions
          on the REMIC II Regular Interests.  On each Distribution Date, the
          Trust Administrator shall be deemed to cause in the following order of
          priority,
          the following amounts to be distributed by REMIC II to REMIC III on account
          of
          the REMIC II Regular Interests or withdrawn from the Certificate Account
          and
          distributed to the Holder of the Class R Certificate (in respect of the
          R-II
          Interest), as the case may be:

         

        
          	
                   

                	
                  (i)

                	
                  (A)

                	
                  to
                    the REMIC II Regular Interests, in an amount equal to (I) the
                    Uncertificated Accrued Interest for such REMIC II Regular Interest
                    for
                    such Distribution Date, plus (II) any amounts payable in respect
                    thereof
                    remaining unpaid from previous Distribution
                    Dates;

                


        

         

        (B)           to
          the Class 1-LS Interest, the Class 2-LS Interest and the Class 3-LS Interest
          so
          as to keep the Uncertificated Balances thereof (computed to eight decimal
          places) equal to 0.100% of the Group Subordinate Amount for Loan Group
          1, Loan
          Group 2 and Loan Group 3, respectively (except that if any such amount
          is
          greater than on the preceding Distribution Date, the least amount of principal
          shall be distributed to the Class 1-LS Interest, the Class 2-LS Interest
          and the
          Class 3-LS Interest, such that the Subordinate Balance Ratio is maintained);
          and
          then any remaining principal to the Class 1-L Interest, Class 2-L Interest
          and
          Class 3-L Interest; and

         

        (C)           any
          remaining amount to the Class R Certificates (in respect of the Class R-II
          Interest).

         

        
          	
                   

                	
                  (ii)

                	
                  Any
                    distributions of principal made to the REMIC II Regular Interests
                    pursuant
                    to this Section 4.08(b) shall be made from the Group 1 Mortgage
                    Loans to
                    the REMIC II Regular Interests beginning with the numeral “1,” from the
                    Group 2 Mortgage Loans to the REMIC II Regular Interests beginning
                    with
                    the numeral “2,” and from Group 3 Mortgage Loans to the REMIC II Regular
                    Interests beginning with the numeral
“3.”

                


        

         

        
          	
                   

                	
                  (iii)

                	
                  For
                    purposes of calculating Uncertificated Accrued Interest in respect
                    of each
                    REMIC II Regular Interest and any Distribution Date, Net Prepayment
                    Interest Shortfalls, Relief Act Reductions, and the aggregate
                    of the
                    amounts provided in Section 4.02(b) with respect to Special Hazard
                    Mortgage Loans, Mortgage Loans subject to a Bankruptcy Loss and
                    Fraud
                    Loans shall be allocated to the related REMIC II Regular Interest
                    in the
                    same relative proportions as interest is allocated to such REMIC
                    II
                    Regular Interest.  With respect to Relief Act Reductions and the
                    aggregate of the amounts provided in Section 4.02(b) with respect
                    to
                    Special Hazard Mortgage Loans, Mortgage Loans subject to a Bankruptcy
                    Loss
                    and Fraud Loans allocated to the REMIC II Regular Interests pursuant
                    to
                    this paragraph,

                


        

         


        
          
            
            

          

          
            122

            
              

            

          

          
            
            

          

        


        such
          amounts shall be from (a) amounts allocated to the Loan Group 1 in the
          case of
          REMIC II Regular Interests beginning with the numeral “1,” (b) amounts allocated
          to Loan Group 2 in the case of REMIC II Regular Interests beginning with
          the
          numeral “2” and (c) amounts allocated to Loan Group 3 in the case of REMIC II
          Regular Interests beginning with the numeral “3.”

         

        
          	
                   

                	
                  (iv)

                	
                  Realized
                    Losses and Excess Losses with respect to the Loan Groups shall
                    be applied
                    after all distributions have been made on each Distribution Date
                    first, to
                    the Class 1-LS Interest, the Class 2-LS Interest and the Class
                    3-LS
                    Interest so as to keep the Uncertificated Balances thereof (computed
                    to
                    eight decimal places) equal to 0.100% of the Group Subordinate
                    Amount for
                    Loan Group 1, Loan Group 2 and Loan Group 3, respectively (except
                    that if
                    any such amount is greater than on the preceding Distribution
                    Date, the
                    least amount of Realized Losses shall be allocated to the Class
                    1-LS
                    Interest, the Class 2-LS Interest and the Class 3-LS Interest,
                    such that
                    the Subordinate Balance Ratio is maintained) and third, the remaining
                    Realized Losses shall be allocated to the Class 1-L Interest,
                    Class 2-L
                    Interest and Class 3-L Interest.  Any Realized Losses allocated
                    to the REMIC II Regular Interests pursuant to this paragraph
                    shall be from
                    the Group 1 Mortgage Loans to the REMIC II Regular Interests
                    beginning
                    with the numeral “1,” from the Group 2 Mortgage Loans to the REMIC II
                    Regular Interests beginning with the numeral “2,” and from Group 3
                    Mortgage Loans to the REMIC II Regular Interests beginning with
                    the
                    numeral “3.”

                


        

         

        
          	
                   

                	
                  (v)

                	
                  Recoveries
                    received with respect to the Loan Groups shall be applied to
                    the REMIC II
                    Regular Interests in a manner analogous to the application of
                    Realized
                    Losses to the REMIC II Regular
                    Interests.

                


        

         

        (c)           Distributions
          on the REMIC III Regular Interests.  Each REMIC III Regular Interest
          will be entitled to receive interest and principal payments at the times
          and in
          the amounts equal to those made on the Certificate with the same
          designation.  Each REMIC III Regular Interest will have at all times
          an Uncertificated Balance equal to the Certificate Principal Balance of
          the
          Certificates with the same designation.

         

        (d)           Notwithstanding
          anything to the contrary contained herein, the above distributions in this
          Section 4.08 (other than on the Certificates) are deemed distributions,
          and
          distributions of funds from the Certificate Account shall be made only
          in
          accordance with Sections 4.01 and 4.02 hereof.

         

        ARTICLE
          V

        THE
          CERTIFICATES

         

        Section
          5.01.                                The
          Certificates.

         

        The
          Certificates shall be substantially in the forms attached hereto as
          exhibits.  The Certificates shall be issuable in registered form, in
          the minimum denominations, integral multiples in excess thereof (except
          that one
          Certificate in each Class may be issued in a different

         


        
          
            
            

          

          
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        amount
          which must be in excess of the applicable minimum denomination) and aggregate
          denominations per Class set forth in the Preliminary
          Statement.

         

        Subject
          to Section 9.02
          respecting the final distribution on the Certificates, on each Distribution
          Date
          the Trust Administrator shall make distributions to each Certificateholder
          of
          record on the preceding Record Date either (x) by wire transfer in
          immediately available funds to the account of such holder at a bank or
          other
          entity having appropriate facilities therefor as directed by that
          Certificateholder by written wire instructions provided to the Trust
          Administrator or (y), in the event that no wire instructions are provided
          to the
          Trust Administrator, by check mailed by first class mail to such
          Certificateholder at the address of such holder appearing in the Certificate
          Register.

         

        The
          Certificates shall be executed by manual or facsimile signature on behalf
          of the
          Trust Administrator by an authorized officer.  Certificates bearing
          the manual or facsimile signatures of individuals who were, at the time
          such
          signatures were affixed, authorized to sign on behalf of the Trust Administrator
          shall bind the Trust Administrator, notwithstanding that such individuals
          or any
          of them have ceased to be so authorized prior to the countersignature and
          delivery of any such Certificates or did not hold such offices at the date
          of
          such Certificate.  No Certificate shall be entitled to any benefit
          under this Agreement, or be valid for any purpose, unless countersigned
          by the
          Trust Administrator by manual signature, and such countersignature upon
          any
          Certificate shall be conclusive evidence, and the only evidence, that such
          Certificate has been duly executed and delivered hereunder.  All
          Certificates shall be dated the date of their countersignature.  On
          the Closing Date, the Trust Administrator shall countersign the Certificates
          to
          be issued at the direction of the Depositor, or any affiliate
          thereof.

         

        The
          Depositor shall provide, or cause to be provided, to the Trust Administrator
          on
          a continuous basis, an adequate inventory of Certificates to facilitate
          transfers.

         

        Section
          5.02.                                Certificate
          Register;
          Registration of Transfer and Exchange of Certificates.

         

        (a)           The
          Trust Administrator shall maintain, or cause to be maintained in accordance
          with
          the provisions of Section 5.06, a
          Certificate Register for the Trust Fund in which, subject to the provisions
          of
          subsections (b) and (c) below and to such reasonable regulations as it may
          prescribe, the Trust Administrator shall provide for the registration of
          Certificates and of transfers and exchanges of Certificates as herein
          provided.  Upon surrender for registration of transfer of any
          Certificate, the Trust Administrator shall execute and deliver, in the
          name of
          the designated transferee or transferees, one or more new Certificates
          of the
          same Class and aggregate Percentage Interest.

         

        At
          the
          option of a Certificateholder, Certificates may be exchanged for other
          Certificates of the same Class in authorized denominations and evidencing
          the
          same aggregate Percentage Interest upon surrender of the Certificates to
          be
          exchanged at the office or agency of the Trust
          Administrator.  Whenever any Certificates are so surrendered for
          exchange, the Trust Administrator shall execute, authenticate, and deliver
          the
          Certificates which the Certificateholder making the exchange is entitled
          to
          receive.  Every Certificate presented or surrendered for

         


        
          
            
            

          

          
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        registration
          of transfer or exchange shall be accompanied by a written instrument of
          transfer
          in form satisfactory to the Trust Administrator duly executed by the holder
          thereof or his attorney duly authorized in writing.  In the event the
          Depositor or an Affiliate transfers the Class C Certificates, or a portion
          thereof, to another Affiliate, it shall notify the Trust Administrator
          in
          writing of the affiliated status of the transferee.  The Trust
          Administrator shall have no liability regarding the lack of notice with
          respect
          thereto.

         

        No
          service charge to the Certificateholders shall be made for any registration
          of
          transfer or exchange of Certificates, but payment of a sum sufficient to
          cover
          any tax or governmental charge that may be imposed in connection with any
          transfer or exchange of Certificates may be required.

         

        All
          Certificates surrendered for registration of transfer or exchange shall
          be
          cancelled and subsequently destroyed by the Trust Administrator in accordance
          with the Trust Administrator’s customary procedures.

         

        (b)           No
          transfer of a Private Certificate shall be made unless such transfer is
          made
          pursuant to an effective registration statement under the Securities Act
          and any
          applicable state securities laws or is exempt from the registration requirements
          under said Act and such state securities laws.  Except with respect to
          the initial transfer of the Class [__] Certificates to the NIM Trust or, in
          connection with the ultimate dissolution of the NIM Trust, the transfer
          of such
          Certificates from the NIM Trust to the Depositor, in the event that a transfer
          of a Private Certificate which is a Physical Certificate is to be made
          in
          reliance upon an exemption from the Securities Act and such laws, in order
          to
          assure compliance with the Securities Act and such laws, the Certificateholder
          desiring to effect such transfer shall certify to the Trust Administrator
          in
          writing the facts surrounding the transfer in substantially the form set
          forth
          in Exhibit H (the
          “Transferor
          Certificate”) and either (i) there shall be delivered to the Trust
          Administrator a letter in substantially the form of Exhibit I (the
          “Rule 144A
          Letter”) or (ii) in the case of the Class C Certificates, there
          shall be delivered to the Trust Administrator at the expense of the transferor
          an Opinion of Counsel that such transfer may be made without registration
          under
          the Securities Act.  In the event that a transfer of a Private
          Certificate which is a Book-Entry Certificate is to be made in reliance
          upon an
          exemption from the Securities Act and such laws, in order to assure compliance
          with the Securities Act and such laws, the Certificateholder desiring to
          effect
          such transfer will be deemed to have made as of the transfer date each
          of the
          certifications set forth in the Transferor Certificate in respect of such
          Certificate and the transferee will be deemed to have made as of the transfer
          date each of the certifications set forth in the Rule 144A Letter in
          respect of such Certificate, in each case as if such Certificate were evidenced
          by a Physical Certificate.  The Depositor shall provide to any Holder
          of a Private Certificate and any prospective transferee designated by any
          such
          Holder, information regarding the related Certificates and the Mortgage
          Loans
          and such other information as shall be necessary to satisfy the condition
          to
          eligibility set forth in Rule 144A(d)(4) for transfer of any such
          Certificate without registration thereof under the Securities Act pursuant
          to
          the registration exemption provided by Rule 144A.  The Trustee,
          the Trust Administrator, the Master Servicer and the Servicer shall cooperate
          with the Depositor in providing the Rule 144A information referenced in the
          preceding sentence, including providing to the Depositor such information
          regarding the Certificates, the Mortgage Loans and other matters regarding
          the
          Trust Fund as the Depositor shall reasonably request to meet its

         


        
          
            
            

          

          
            125

            
              

            

          

          
            
            

          

        


        obligation
          under the preceding sentence.  Each Holder of a Private Certificate
          desiring to effect such transfer shall, and does hereby agree to, indemnify
          the
          Trustee, the Trust Administrator, the Master Servicer, the Depositor and
          the
          Servicer against any liability that may result if the transfer is not so
          exempt
          or is not made in accordance with such federal and state laws.

         

        No
          transfer of an ERISA-Restricted Certificate shall be made unless the Trust
          Administrator shall have received either (i) a representation from the
          transferee of such Certificate acceptable to and in form and substance
          satisfactory to the Trust Administrator (in the event such Certificate
          is a
          Private Certificate or a Residual Certificate, such requirement is satisfied
          only by the Trust Administrator’s receipt of a representation letter from the
          transferee substantially in the form of Exhibit I), to
          the effect that such transferee is not an employee benefit plan or arrangement
          subject to Title I of ERISA or to Section 4975 of the Code or any
          governmental plan or church plan subject to federal, state or local laws
          that
          are substantially similar to the provisions of ERISA and the Code (“Similar Law”)
          (collectively, a “Plan”) or
          a person
          acting for, on behalf of or with the assets of, any such Plan, or (ii) in
          the case of an ERISA-Restricted Certificate (other than a Residual Certificate)
          presented for registration in the name of a Plan or a person acting for,
          on
          behalf of or with the assets of, any such Plan, an Opinion of Counsel
          satisfactory to the Trustee, the Trust Administrator and the Servicer,
          which
          Opinion of Counsel shall not be an expense of the Depositor, the Trustee,
          the
          Trust Administrator, the Master Servicer, the Servicer or the Trust Fund,
          upon
          which the Depositor, the Trustee, the Master Servicer, the Trust Administrator
          and the Servicer shall be entitled to rely, to the effect that the purchase
          or
          holding of such ERISA-Restricted Certificate (i) is permissible under applicable
          law, (ii) will not result in a non-exempt prohibited transaction under
          Title I
          of ERISA, Section 4975 of the Code or a violation of Similar Law and (iii)
          will
          not subject the Depositor, the Trustee, the Trust Administrator, the Master
          Servicer or the Servicer to any obligation or liability (including obligations
          or liabilities under ERISA or Section 4975 of the Code) in addition to
          those
          undertaken by such entities in this Agreement.  For purposes of clause
          (i) above, with respect to an ERISA-Restricted Certificate that is a Book-Entry
          Certificate, in the event the representation letter referred to above is
          not
          furnished, such representation shall be deemed to have been made to the
          Trustee
          and the Trust Administrator by the transferee’s (including an initial
          acquirer’s) acceptance of the ERISA-Restricted Certificates.  In the
          event that such representation is violated, or any attempt to transfer
          to a Plan
          or a person acting for, on behalf of or with the assets of, any such Plan,
          without such Opinion of Counsel, such attempted transfer or acquisition
          shall be
          void and of no effect. Any purported beneficial owner whose acquisition
          or
          holding of any such Certificate or interest therein was effected in violation
          of
          the provisions of the preceding paragraph shall indemnify and hold harmless
          the
          Depositor, the Master Servicer, the Trustee, the Trust Administrator and
          the
          Trust Fund from and against any and all liabilities, claims, costs or expenses
          incurred by those parties as a result of that acquisition or
          holding.

         

        To
          the
          extent permitted under applicable law (including, but not limited to, ERISA),
          the Trust Administrator shall be under no liability to any Person for any
          registration or transfer of any ERISA-Restricted Certificate that is in
          fact not
          permitted by this Section 5.02(b)
          or for making any payments due on such Certificate to the Holder thereof
          or
          taking any other action with respect to such Holder under the provisions
          of this
          Agreement so long as the transfer was registered by the Trust Administrator
          in
          accordance with the foregoing requirements.

         


        
          
            
            

          

          
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        (c)           Each
          Person who has or who acquires any Ownership Interest in a Residual Certificate
          shall be deemed by the acceptance or acquisition of such Ownership Interest
          to
          have agreed to be bound by the following provisions, and the rights of
          each
          Person acquiring any Ownership Interest in a Residual Certificate are expressly
          subject to the following provisions:

         

        (i)           Each
          Person holding or acquiring any Ownership Interest in a Residual Certificate
          shall be a Permitted Transferee and shall promptly notify the Trust
          Administrator of any change or impending change in its status as a Permitted
          Transferee;

         

        (ii)           No
          Ownership Interest in a Residual Certificate may be registered on the Closing
          Date or thereafter transferred, and the Trust Administrator shall not register
          the Transfer of any Residual Certificate unless, in addition to the certificates
          required to be delivered to the Trust Administrator under subparagraph (b)
          above, the Trust Administrator shall have been furnished with an affidavit
          (a
“Transfer
          Affidavit”) of the initial owner or the proposed transferee substantially
          in the form attached hereto as Exhibit G;

         

        (iii)           Each
          Person holding or acquiring any Ownership Interest in a Residual Certificate
          shall agree (A) to obtain a Transfer Affidavit from any other Person to
          whom such Person attempts to Transfer its Ownership Interest in a Residual
          Certificate, (B) to obtain a Transfer Affidavit from any Person for whom
          such Person is acting as nominee, trustee or agent in connection with any
          Transfer of a Residual Certificate and (C) not to Transfer its Ownership
          Interest in a Residual Certificate or to cause the Transfer of an Ownership
          Interest in a Residual Certificate to any other Person if it has actual
          knowledge that such Person is not a Permitted Transferee;

         

        (iv)           Any
          attempted or purported Transfer of any Ownership Interest in a Residual
          Certificate in violation of the provisions of this Section 5.02(c) shall be
          absolutely null and void and shall vest no rights in the purported
          Transferee.  If any purported transferee shall become a Holder of a
          Residual Certificate in violation of the provisions of this Section 5.02(c),
          then the last preceding Permitted Transferee shall be restored to all rights
          as
          Holder thereof retroactive to the date of registration of Transfer of such
          Residual Certificate.  The Trust Administrator shall be under no
          liability to any Person for any registration of Transfer of a Residual
          Certificate that is in fact not permitted by Section 5.02(b)
          and this Section 5.02(c)
          or for making any payments due on such Certificate to the Holder thereof
          or
          taking any other action with respect to such Holder under the provisions
          of this
          Agreement so long as the Transfer was registered after receipt of the related
          Transfer Affidavit, Transferor Certificate and the Rule 144A
          Letter.  The Trust Administrator shall be entitled but not obligated
          to recover from any Holder of a Residual Certificate that was in fact not
          a
          Permitted Transferee at the time it became a Holder or, at such subsequent
          time
          as it became other than a Permitted Transferee, all payments made on such
          Residual Certificate at and after either such time.  Any such payments
          so recovered by the Trust Administrator shall be paid and delivered by
          the Trust
          Administrator, to the last preceding Permitted Transferee of such Certificate;
          and

         


        
          
            
            

          

          
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        (v)           The
          Depositor shall use its best efforts to make available, upon receipt of
          written
          request from the Trust Administrator, all information necessary to compute
          any
          tax imposed under Section 860E(e) of the Code as a result of a Transfer of
          an Ownership Interest in a Residual Certificate to any Holder who is not
          a
          Permitted Transferee.

         

        The
          restrictions on Transfers of a Residual Certificate set forth in this Section 5.02(c)
          shall cease to apply (and the applicable portions of the legend on a Residual
          Certificate may be deleted) with respect to Transfers occurring after delivery
          to the Trust Administrator of an Opinion of Counsel, which Opinion of Counsel
          shall not be an expense of the Trust Fund, the Trustee, the Trust Administrator,
          the Master Servicer, the Originator or the Servicer, to the effect that
          the
          elimination of such restrictions will not cause any Trust REMIC to fail
          to
          qualify as a REMIC at any time that the Certificates are outstanding or result
          in the imposition of any tax on the Trust Fund, a Certificateholder or
          another
          Person.  Each Person holding or acquiring any Ownership Interest in a
          Residual Certificate hereby consents to any amendment of this Agreement
          which,
          based on an Opinion of Counsel furnished to the Trust Administrator, is
          reasonably necessary (a) to ensure that the record ownership of, or any
          beneficial interest in, a Residual Certificate is not transferred, directly
          or
          indirectly, to a Person that is not a Permitted Transferee and (b) to
          provide for a means to compel the Transfer of a Residual Certificate which
          is
          held by a Person that is not a Permitted Transferee to a Holder that is
          a
          Permitted Transferee.

         

        (d)           The
          registered Holder of a Class R Certificate will be entitled to separate
          such
          Certificate into its component parts.  The Trust Administrator shall,
          upon delivery to it of the Class R Certificate and a written request of
          the
          registered Holder thereof to separate such Certificate into its component
          parts,
          issue to such registered Holder in exchange for such Class R Certificate
          (i) a
          separately transferable, certified and fully registered security that will,
          from
          the date of its issuance, represent the Holder’s Percentage Interest in the
          Class R-I Interest, (ii) a separately transferable, certified and fully
          registered security that will, from the date of its issuance, represent
          the
          Holder’s Percentage Interest in the Class R-II Interest and (iii) a separately
          transferable, certified and fully registered security that will, from the
          date
          of its issuance, represent the Holder’s Percentage Interest in the Class R-III
          Interest.  The Trust Administrator may require payment of a sum
          sufficient to cover any tax or other governmental charge payable in connection
          with such exchange of the Class R Certificate.

         

        (e)           The
          preparation and delivery of all certificates and opinions referred to above
          in
          this Section 5.02 in connection with transfer shall be at the expense of
          the parties to such transfers.

         

        (f)           Except
          as provided below, the Book-Entry Certificates shall at all times remain
          registered in the name of the Depository or its nominee and at all
          times:  (i) registration of the Certificates may not be
          transferred by the Trust Administrator except to another Depository;
          (ii) the Depository shall maintain book-entry records with respect to the
          Certificate Owners and with respect to ownership and transfers of such
          Book-Entry Certificates; (iii) ownership and transfers of registration of
          the Book-Entry Certificates on the books of the Depository shall be governed
          by
          applicable rules established by the Depository; (iv) the Depository may
          collect its usual and customary fees, charges and expenses from its Depository
          Participants; (v) the Trust Administrator shall deal with the Depository,
          Depository Participants and indirect participating

         


        
          
            
            

          

          
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        firms
          as
          representatives of the Certificate Owners of the Book-Entry Certificates
          for
          purposes of exercising the rights of Holders under this Agreement, and
          requests
          and directions for and votes of such representatives shall not be deemed
          to be
          inconsistent if they are made with respect to different Certificate Owners;
          and
          (vi) the Trust Administrator may rely and shall be fully protected in
          relying upon information furnished by the Depository with respect to its
          Depository Participants and furnished by the Depository Participants with
          respect to indirect participating firms and persons shown on the books
          of such
          indirect participating firms as direct or indirect Certificate
          Owners.

         

        All
          transfers by Certificate Owners of Book-Entry Certificates shall be made
          in
          accordance with the procedures established by the Depository Participant
          or
          brokerage firm representing such Certificate Owner.  Each Depository
          Participant shall only transfer Book-Entry Certificates of Certificate
          Owners it
          represents or of brokerage firms for which it acts as agent in accordance
          with
          the Depository’s normal procedures.

         

        If
          (i) the Depository or the Depositor advises the Trust Administrator in
          writing that the Depository is no longer willing or able to properly discharge
          its responsibilities as Depository, and (ii) the Trust Administrator or the
          Depositor is unable to locate a qualified successor, the Trust Administrator
          shall notify all Certificate Owners, through the Depository, of the occurrence
          of any such event and of the availability of definitive, fully-registered
          Certificates (the “Definitive
          Certificates”) to Certificate Owners requesting the same.  Upon
          surrender to the Trust Administrator of the related Class of Certificates
          by the
          Depository, accompanied by the instructions from the Depository for
          registration, the Trust Administrator shall issue the Definitive
          Certificates.  None of the Servicer, the Master Servicer, the Trust
          Administrator, the Depositor or the Trustee shall be liable for any delay
          in
          delivery of such instruction and each may conclusively rely on, and shall
          be
          protected in relying on, such instructions.  The Depositor shall
          provide the Trust Administrator with an adequate inventory of Certificates
          to
          facilitate the issuance and transfer of Definitive Certificates.  Upon
          the issuance of Definitive Certificates all references herein to obligations
          imposed upon or to be performed by the Depository shall be deemed to be
          imposed
          upon and performed by the Trust Administrator, to the extent applicable
          with
          respect to such Definitive Certificates and the Trust Administrator shall
          recognize the Holders of the Definitive Certificates as Certificateholders
          hereunder; provided, that
          the
          Trust Administrator shall not by virtue of its assumption of such obligations
          become liable to any party for any act or failure to act of the
          Depository.

         

        (g)           Each
          Private Certificate presented or surrendered for registration of transfer
          or
          exchange shall be accompanied by a written instrument of transfer and
          accompanied by IRS Form W-8ECI, W-8BEN, W-8IMY (and all appropriate attachments)
          or W-9 in form satisfactory to the Trust Administrator and the Certificate
          Registrar, duly executed by the Certificateholder or his attorney duly
          authorized in writing.  Each Certificate presented or surrendered for
          registration of transfer or exchange shall be canceled and subsequently
          disposed
          of by the Certificate Registrar in accordance with its customary
          practice.  No service charge shall be made for any registration of
          transfer or exchange of Private Certificates, but the Trust Administrator
          or the
          Certificate Registrar may require payment of a sum sufficient to cover
          any tax
          or governmental charge that may be imposed in connection with any transfer
          or
          exchange of Private Certificates.

         


        
          
            
            

          

          
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        Section
          5.03.                                Mutilated, Destroyed,
          Lost
          or Stolen Certificates.

         

        If
          (a) any mutilated Certificate is surrendered to the Trust Administrator, or
          the Trust Administrator receives evidence to its satisfaction of the
          destruction, loss or theft of any Certificate and (b) there is delivered to
          the Depositor, the Servicer and the Trust Administrator such security or
          indemnity as may be required by them to hold each of them harmless, then,
          in the
          absence of notice to the Trust Administrator that such Certificate has
          been
          acquired by a protected purchaser, the Trust Administrator shall execute,
          countersign and deliver, in exchange for or in lieu of any such mutilated,
          destroyed, lost or stolen Certificate, a new Certificate of like Class,
          tenor
          and Percentage Interest.  In connection with the issuance of any new
          Certificate under this Section 5.03,
          the Trust Administrator may require the payment of a sum sufficient to
          cover any
          tax or other governmental charge that may be imposed in relation thereto
          and any
          other expenses (including the fees and expenses of the Trust Administrator)
          connected therewith.  Any replacement Certificate issued pursuant to
          this Section 5.03
          shall constitute complete and indefeasible evidence of ownership, as if
          originally issued, whether or not the lost, stolen or destroyed Certificate
          shall be found at any time.

         

        Section
          5.04.                                Persons Deemed
          Owners.

         

        The
          Servicer, the Master Servicer, the Trust Administrator, the Trustee, the
          Depositor, and any agent of the Servicer, the Master Servicer, the Trust
          Administrator, the Trustee or the Depositor may treat the Person in whose
          name
          any Certificate is registered as the owner of such Certificate for the
          purpose
          of receiving distributions as provided in this Agreement and for all other
          purposes whatsoever, and none of the Servicer, the Trustee, the Depositor
          or any
          agent of the Servicer, the Master Servicer, the Trust Administrator, the
          Trustee
          or the Depositor shall be affected by any notice to the contrary.

         

        Section
          5.05.                                Access to List
          of
          Certificateholders’ Names and Addresses.

         

        If
          three
          or more Certificateholders (a) request such information in writing from the
          Trust Administrator, (b) state that such Certificateholders desire to
          communicate with other Certificateholders with respect to their rights
          under
          this Agreement or under the Certificates, and (c) provide a copy of the
          communication which such Certificateholders propose to transmit, or if
          the
          Depositor or the Servicer shall request such information in writing from
          the
          Trust Administrator, then the Trust Administrator shall, within ten Business
          Days after the receipt of such request, provide the Depositor, the Servicer
          or
          such Certificateholders at such recipients’ expense the most recent list of the
          Certificateholders of such Trust Fund held by the Trust Administrator,
          if
          any.  The Depositor and every Certificateholder, by receiving and
          holding a Certificate, agree that the Trust Administrator shall not be
          held
          accountable by reason of the disclosure of any such information as to the
          list
          of the Certificateholders hereunder, regardless of the source from which
          such
          information was derived.

         

        Section
          5.06.                                Maintenance
          of Office or
          Agency.

         

        The
          Trust
          Administrator will maintain or cause to be maintained at its expense an
          office
          or offices or agency or agencies in Minneapolis, Minnesota where Certificates
          may be

         


        
          
            
            

          

          
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        surrendered
          for registration of transfer or exchange.  The Trust Administrator
          initially designates its offices located at Sixth Street and Marquette
          Avenue,
          Minneapolis, Minnesota  55479 for such purposes.  The Trust
          Administrator will give prompt written notice to the Certificateholders
          of any
          change in such location of any such office or agency.

         

        ARTICLE
          VI

        THE
          DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SERVICER AND THE
          CUSTODIAN

         

        Section
          6.01.                                Respective Liabilities
          of
          the Depositor, the Originator, the Master Servicer and the
          Servicer.

         

        The
          Depositor, the Originator, the Master Servicer, the Servicer and the Custodian
          shall each be liable in accordance herewith only to the extent of the
          obligations specifically and respectively imposed upon and undertaken by
          them
          herein.

         

        Section
          6.02.                                Merger or Consolidation
          of
          the Depositor, the Originator, the Master Servicer, the Servicer or the
          Custodian.

         

        The
          Depositor, the Originator, the Master Servicer, the Servicer and the Custodian
          will each keep in full effect its existence, rights and franchises as a
          corporation, national bank or state industrial bank, as the case may be,
          under
          the laws of the United States or under the laws of one of the states thereof
          and
          will each obtain and preserve its qualification to do business as a foreign
          corporation in each jurisdiction in which such qualification is or shall
          be
          necessary to protect the validity and enforceability of this Agreement,
          or any
          of the Mortgage Loans and to perform its respective duties under this
          Agreement.

         

        Any
          Person into which the Depositor, the Originator, the Master Servicer, the
          Servicer or the Custodian may be merged or consolidated, or any Person
          resulting
          from any merger or consolidation to which the Depositor, the Originator,
          the
          Master Servicer, the Servicer or the Custodian shall be a party, or any
          person
          succeeding to the business of the Depositor, the Originator, the Master
          Servicer, the Servicer or the Custodian, shall be the successor of the
          Depositor, the Originator, the Master Servicer, the Servicer or the Custodian,
          as the case may be, hereunder, without the execution or filing of any paper
          or
          any further act on the part of any of the parties hereto, anything herein
          to the
          contrary notwithstanding; provided, however,
          that such
          merger, consolidation or succession does not adversely affect the then
          current
          rating or ratings on the Senior Certificates and Subordinate
          Certificates.

         

        Section
          6.03.                                Limitation on
          Liability of
          the Depositor, the Originator, the Master Servicer, the Trust Administrator,
          the
          Servicer, the Custodian and Others.

         

        None
          of
          the Depositor, the Originator, the Master Servicer, the Trust Administrator,
          the
          Servicer, the Custodian nor any of their respective directors, officers,
          employees or agents shall be under any liability to the Certificateholders
          for
          any action taken or for refraining from the taking of any action in good
          faith
          pursuant to this Agreement, or for errors in judgment; provided, however,
          that
          this provision shall not protect the Depositor, the Servicer or any such
          Person
          against any breach of representations or warranties made by it herein or
          protect
          the

         


        
          
            
            

          

          
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        Depositor,
          the Originator, the Master Servicer, the Servicer, the Trust Administrator,
          the
          Custodian or any such Person from any liability which would otherwise be
          imposed
          by reasons of willful misfeasance, bad faith or negligence (or gross negligence
          in the case of the Depositor) in the performance of duties or by reason
          of
          reckless disregard of obligations and duties hereunder.  The
          Depositor, the Originator, the Master Servicer, the Servicer, the Trust
          Administrator, the Custodian and any director, officer, employee or agent
          of the
          Depositor, the Originator, the Master Servicer, the Servicer, the Trust
          Administrator and the Custodian each may rely in good faith on any document
          of
          any kind prima facie properly executed and submitted by any Person respecting
          any matters arising hereunder.  The Depositor, the Originator, the
          Master Servicer, the Servicer, the Trust Administrator, the Custodian and
          any
          director, officer, employee or agent of the Depositor, the Originator,
          the
          Master Servicer, the Servicer, the Trust Administrator and the Custodian
          each
          shall be indemnified by the Trust Fund and held harmless against any loss,
          liability or expense incurred in connection with any audit, controversy,
          judicial proceeding or legal action relating to a governmental taxing authority
          or to this Agreement, the Certificates or the Mortgage Loans or any other
          unanticipated or extraordinary expense within the meaning of Treasury Regulation
          § 1.860G-1(b)(3)(ii) or (iii) , other than any loss, liability or expense
          incurred by reason of willful misfeasance, bad faith or negligence (or
          gross
          negligence in the case of the Depositor) in the performance of their respective
          duties hereunder or by reason of reckless disregard of their respective
          obligations and duties hereunder.  None of the Originator, the Master
          Servicer, the  Depositor, the Custodian nor the Servicer shall be
          under any obligation to appear in, prosecute or defend any legal action
          that is
          not incidental to its respective duties hereunder and which in its opinion
          may
          involve it in any expense or liability; provided, however, that each of
          the
          Depositor, the Originator, the Master Servicer, the Custodian and the Servicer
          may in its discretion undertake any such action (or direct the Trustee
          or the
          Trust Administrator to undertake such actions pursuant to Section 2.03 for
          the benefit of the Certificateholders) that it may deem necessary or desirable
          in respect of this Agreement and the rights and duties of the parties hereto
          and
          interests of the Trustee and the Certificateholders hereunder.  In
          such event, the legal expenses and costs of such action and any liability
          resulting therefrom shall be expenses, costs and liabilities of the Trust
          Fund,
          and the Depositor, the Originator, the Trust Administrator, the Trustee,
          the
          Master Servicer, the Custodian and the Servicer, as applicable, shall be
          entitled to be reimbursed therefor out of the Collection Account.

         

        The
          Master Servicer agrees to indemnify the Trustee from, and hold it harmless
          against, any loss, liability or expense resulting from a breach of the
          Master
          Servicer’s obligations and duties under this Agreement.  Such
          indemnity shall survive the termination or discharge of this Agreement
          and the
          resignation or removal of the Trustee.  Any payment hereunder made by
          the Master Servicer to the Trustee shall be from the Master Servicer’s own
          funds, without reimbursement from the Trust Fund.

         

        Section
          6.04.                                Limitation on
          Resignation of
          the Servicer or Custodian.

         

        Neither
          the Servicer nor the Custodian shall assign this Agreement or resign from
          the
          obligations and duties hereby imposed on it except (i) by mutual consent of
          the Depositor, the Master Servicer, the Trust Administrator and the Trustee,
          in
          the case of an assignment or resignation by the Servicer, or by the mutual
          consent of the Depositor and the Trustee, in the case of an assignment
          or
          resignation by the Custodian, or (ii) upon the determination that
          its

         


        
          
            
            

          

          
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        respective
          duties hereunder are no longer permissible under applicable law and such
          incapacity cannot be cured by the Servicer or Custodian without the incurrence
          of unreasonable expense.  Any such determination permitting the
          resignation of the Servicer or Custodian under clause (ii) above shall
          be
          evidenced by an Opinion of Counsel to such effect delivered to the Depositor,
          the Master Servicer, the Trust Administrator and the Trustee, as applicable,
          which Opinion of Counsel shall be in form and substance acceptable to the
          Depositor, the Trust Administrator, the Master Servicer and the Trustee,
          as
          applicable.  No such resignation shall become effective until a
          successor shall have assumed the Servicer’s or Custodian’s, as applicable,
          responsibilities and obligations hereunder.

         

        Section
          6.05.                                Additional Indemnification
          by the Servicer; Third Party Claims.

         

        The
          Servicer shall indemnify the Originator, the Depositor, the Master Servicer,
          the
          Trust Administrator and the Trustee and hold them harmless against any
          and all
          claims, losses, damages, penalties, fines, forfeitures, reasonable and
          necessary
          legal fees and related costs, judgments, and any other costs, fees and
          expenses
          that any of them may sustain in any way related to any breach by the Servicer
          of
          (i) any of its representations and warranties referred to in
          Section 2.03(a), (ii) any error in any tax or information return
          prepared by the Servicer, or (iii) the failure of the Servicer to perform
          its duties and service the Mortgage Loans in compliance with the terms
          of this
          Agreement.  The Servicer immediately shall notify the Depositor, the
          Master Servicer, the Trust Administrator and the Trustee if such claim
          is made
          by a third party with respect to this Agreement or the Mortgage Loans,
          assume
          (with the prior written consent of the Depositor, the Trust Administrator,
          the
          Master Servicer and the Trustee) the defense of any such claim and pay
          all
          expenses in connection therewith, including reasonable counsel fees, and
          promptly pay, discharge and satisfy any judgment or decree which may be
          entered
          against it or the Originator, the Depositor, the Master Servicer, the Trust
          Administrator or the Trustee in respect of such claim.

         

        Section
          6.06.                                Rights of the
          Depositor, the
          Master Servicer, the Trust Administrator and the Trustee in Respect of
          the
          Servicer.

         

        The
          Servicer shall afford (and any Subservicing Agreement shall provide that
          each
          Subservicer shall afford) the Depositor, the Master Servicer, the Trust
          Administrator and the Trustee, upon reasonable notice, during normal business
          hours, access to all records maintained by the Servicer (and any such
          Subservicer) in respect of the Servicer’s rights and obligations hereunder and
          access to officers of the Servicer (and those of any such Subservicer)
          responsible for such obligations.  Upon request, the Servicer shall
          furnish to the Depositor, the Master Servicer, the Trust Administrator
          and the
          Trustee its (and any such Subservicer’s) most recent financial statements and
          such other information relating to the Servicer’s capacity to perform its
          obligations under this Agreement that it possesses.  To the extent the
          parties are informed that such information is not otherwise available to
          the
          public or is deemed confidential by the Servicer, the Depositor, the Master
          Servicer, the Trust Administrator and the Trustee shall not disseminate
          any
          information obtained pursuant to the preceding two sentences without the
          Servicer’s (or any such Subservicer’s) written consent, except as required
          pursuant to this Agreement or to the extent that it is necessary to do
          so (i) in
          working with legal counsel, auditors, taxing authorities or other governmental
          agencies, rating agencies or reinsurers or (ii)

         


        
          
            
            

          

          
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        pursuant
          to any law, rule, regulation, order, judgment, writ, injunction or decree
          of any
          court or governmental authority having jurisdiction over the Depositor,
          the
          Trustee, the Master Servicer, the Trust Administrator or the Trust Fund,
          and in
          either case, the Depositor, the Master Servicer, the Trust Administrator
          or the
          Trustee, as the case may be, shall each use its best efforts to assure
          the
          confidentiality of any such disseminated non-public
          information.  Nothing in this Section shall limit the obligation of
          the Servicer to observe any applicable law prohibiting disclosure of information
          regarding the Mortgagors and the failure of the Servicer to provide access
          as
          provided in this Section as a result of such obligation shall not constitute
          a
          breach of this Section.  Nothing in this Section 6.06 shall require
          the Servicer to collect, create, collate or otherwise generate any information
          that it does not generate in its usual course of business.  The
          Servicer shall not be required to make copies of or ship documents to any
          party
          unless provisions have been made for the reimbursement of the costs
          thereof.

         

        The
          Depositor may, but is not obligated to, enforce the obligations of the
          Servicer
          under this Agreement and may, but is not obligated to, perform, or cause
          a
          designee to perform, any defaulted obligation of the Servicer under this
          Agreement or exercise the rights of the Servicer under this Agreement;
          provided
          that the Servicer shall not be relieved of any of its obligations under
          this
          Agreement by virtue of such performance by the Depositor or its
          designee.  The Depositor shall not have any responsibility or
          liability for any action or failure to act by the Servicer and is not obligated
          to supervise the performance of the Servicer under this Agreement or
          otherwise.

         

        Section
          6.07.                                Limitation on
          Resignation of
          the Master Servicer.

         

        The
          Master Servicer shall not resign from the obligations and duties hereby
          imposed
          on it except (i) upon determination that its duties hereunder are no longer
          permissible under applicable law or (ii) with written confirmation from
          each
          Rating Agency (which confirmation shall be furnished to the Depositor,
          the Trust
          Administrator, the Master Servicer and the Trustee) that such resignation
          will
          not cause such Rating Agency to reduce the then current rating of any Class
          of
          Senior Certificates and Subordinate Certificates.  Any such
          determination pursuant to clause (i) of the preceding sentence permitting
          the
          resignation of the Master Servicer shall be evidenced by an Opinion of
          Counsel
          to such effect obtained at the expense of the Master Servicer and delivered
          to
          the Trustee and the Trust Administrator.  No resignation of the Master
          Servicer shall become effective until a successor master servicer reasonably
          acceptable to the Trustee shall have assumed the Master Servicer’s
          responsibilities, duties, liabilities (other than those liabilities arising
          prior to the appointment of such successor) and obligations under this
          Agreement.  Any resignation or removal of the initial Master Servicer
          will result in the removal of the initial Trust Administrator.

         

        Section
          6.08.                                Assignment of
          Master
          Servicing.

         

        The
          Master Servicer may sell and assign its rights and delegate its duties
          and
          obligations in their entirety as Master Servicer under this Agreement;
          provided,
          however, that: (i) the purchaser or transferee accept in writing such assignment
          and delegation and assume the obligations of the Master Servicer hereunder
          and
          that the purchaser or transferee (a) have a net worth of not less than
          $5,000,000 (unless otherwise approved by each Rating Agency pursuant
          to

         


        
          
            
            

          

          
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        clause
          (ii) below); (b) be reasonably satisfactory to the Trustee, the Servicer
          and the
          Depositor (as evidenced in a writing signed by the Trustee and the Depositor);
          and (c) execute and deliver to the Trustee and the Depositor an agreement,
          in
          form and substance reasonably satisfactory to the Trustee and the Depositor,
          which contains an assumption by such Person of the due and punctual performance
          and observance of each covenant and condition to be performed or observed
          by it
          after the date of such assumption as master servicer under this Agreement;
          (ii)
          each Rating Agency shall be given prior written notice of the identity
          of the
          proposed successor to the Master Servicer and each Rating Agency’s rating of the
          Certificates in effect immediately prior to such assignment, sale and delegation
          will not be downgraded, qualified or withdrawn as a result of such assignment,
          sale and delegation, as evidenced by a letter to such effect delivered
          to the
          Master Servicer, the Depositor and the Trustee; and (iii) the Master Servicer
          assigning and selling the master servicing shall deliver to the Trustee
          and the
          Depositor an officer’s certificate and an Opinion of Independent counsel, each
          stating that all conditions precedent to such action under this Agreement
          have
          been completed and such action is permitted by and complies with the terms
          of
          this Agreement.  No such assignment or delegation shall affect any
          liability of the Master Servicer arising out of acts or omissions prior
          to the
          effective date thereof.

         

        Section
          6.09.                                Fees of the
          Custodian.

         

        The
          Custodian shall be entitled to [receive the Custodial Fee as compensation
          for
          its duties hereunder][specify other method of compensation].

         

        ARTICLE
          VII

        DEFAULT

         

        Section
          7.01.                                Events of
          Default.

         

        (a)           “Servicer
          Event of Default,” wherever used herein, means any one of the following
          events:

         

        (i)           any
          failure by the Servicer to remit to the Trust Administrator any payment
          required
          to be made under the terms of this Agreement which continues unremedied
          for a
          period of one Business Day after the date upon which written notice of
          such
          failure, requiring the same to be remedied, shall have been given to the
          Servicer by the Depositor, the Trustee, the Master Servicer or the Trust
          Administrator, or to the Servicer, the Depositor, the Master Servicer,
          the Trust
          Administrator and the Trustee by the Certificateholders entitled to at
          least 25%
          of the Voting Rights; or

         

        (ii)           the
          failure on the part of the Servicer duly to observe or perform in any material
          respect any other of the covenants or agreements on the part of the Servicer
          set
          forth in this Agreement which continues unremedied for a period of thirty
          days after the earlier of (i) the date on which written notice of such
          failure, requiring the same to be remedied, shall have been given to the
          Servicer by the Depositor, the Trustee, the Master Servicer or the Trust
          Administrator, or to the Servicer, the Depositor, the Master Servicer,
          the Trust
          Administrator and the Trustee by Certificateholders entitled to at least
          25% of
          the Voting Rights and (ii) actual knowledge of such failure by a Servicing
          Officer

         


        
          
            
            

          

          
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        of
          the
          Servicer; provided, however,
          that in the
          case of a failure or breach that cannot be cured within 30 days after
          notice or actual knowledge by the Servicer, the cure period may be extended
          for
          an additional 30 days upon delivery by the Servicer to the Master Servicer,
          the
          Trust Administrator and the Trustee of a certificate to the effect that
          the
          Servicer believes in good faith that the failure or breach can be cured
          within
          such additional time period and the Servicer is diligently pursuing remedial
          action; or

         

        (iii)           the
          failure by the Servicer in any month to deliver the Servicer Remittance
          Report to the Trust Administrator, and such failure continues uncured for
          more
          than 30 days after the date upon which written notice of such failure,
          requiring
          the same to be remedied, shall have been given to the Servicer by the Depositor,
          the Trustee, the Master Servicer or the Trust Administrator, or to the
          Servicer,
          the Depositor, the Master Servicer, the Trust Administrator and the Trustee
          by
          Certificateholders entitled to at least 25% of the Voting Rights;
          or

         

        (iv)           a
          decree or order of a court or agency or supervisory authority having
          jurisdiction for the appointment of a conservator or receiver or liquidator
          in
          any insolvency, bankruptcy, readjustment of debt, marshalling of assets
          and
          liabilities or similar proceedings, or for the winding-up or liquidation
          of its
          affairs, shall have been entered against the Servicer and such decree or
          order
          shall have remained in force undischarged or unstayed for a period of sixty
          days; or

         

        (v)           the
          Servicer shall consent to the appointment of a conservator or receiver
          or
          liquidator in any insolvency, bankruptcy, readjustment of debt, marshalling
          of
          assets and liabilities or similar proceedings of or relating to the Servicer
          or
          of or relating to all or substantially all of its property; or

         

        (vi)           the
          Servicer shall admit in writing its inability to pay its debts generally
          as they
          become due, file a petition to take advantage of any applicable insolvency
          or
          reorganization statute, make an assignment for the benefit of its creditors,
          or
          voluntarily suspend payment of its obligations; or

         

        (vii)           any
          failure of the Servicer to make any Advance on any Remittance Date required
          to
          be made from its own funds pursuant to Section 4.01 which continues
          unremedied for one Business Day immediately following the Remittance Date;
          or

         

        (viii)          a
          breach of any representation and warranty of the Servicer referred to in
          Section 2.03(a), which materially and adversely affects the interests of
          the Certificateholders and which continues unremedied for a period of thirty
          days after the date upon which written notice of such breach is given to
          the
          Servicer by the Trustee, the Master Servicer, the Trust Administrator or
          the
          Depositor, or to the Servicer, the Trustee, the Master Servicer, the Trust
          Administrator and the Depositor by Certificateholders entitled to at least
          25%
          of the Voting Rights in the Certificates; or

         

        (ix)           
          any failure by the Servicer to duly perform within the required time period,
          its
          obligations under Section 3.22, Section 3.23 or Section 4.07, which
          failure

         


        
          
            
            

          

          
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        continues
          unremedied for a period of 10 days after the date on which written notice
          of
          such failure, requiring the same to be remedied, shall have been given
          to the
          Servicer by the Trustee, the Master Servicer, the Trust Administrator or
          the
          Depositor, or to the Servicer, the Trustee, the Master Servicer, the Trust
          Administrator and the Depositor by Certificateholders entitled to at least
          25%
          of the Voting Rights in the Certificates.

         

        If
          a
          Servicer Event of Default shall occur, then, and in each and every such
          case, so
          long as such Servicer Event of Default shall not have been remedied, the
          Master
          Servicer, the Trust Administrator or the Trustee may, or at the direction
          of
          Certificateholders entitled to a majority of the Voting Rights, the Trust
          Administrator shall direct the Trustee, and the Trustee shall, by notice
          in
          writing to the Servicer (with a copy to each Rating Agency), terminate
          all of
          the rights and obligations of the Servicer under this Agreement and in
          and to
          the Mortgage Loans and the proceeds thereof, other than its rights as a
          Certificateholder hereunder; provided, however,
          that the
          Master Servicer or the Trustee shall not be required to give written notice
          to
          the Servicer of the occurrence of a Servicer Event of Default described
          in
          clauses (ii) through (x) of this Section 7.01(a) unless and until a
          Responsible Officer of the Trustee or a Master Servicing Officer has actual
          knowledge of the occurrence of such a Servicer Event of Default.  In
          the event that a Responsible Officer of the Trustee or a Master Servicing
          Officer has actual knowledge of the occurrence of an event of default described
          in clause (i) of this Section 7.01(a), the Master Servicer, the Trust
          Administrator or the Trustee shall give written notice to the Servicer
          of the
          occurrence of such an event within one Business Day of the first day on
          which
          the Responsible Officer obtains actual knowledge of such occurrence; provided
          that failure to give such notice shall not constitute a waiver of such
          Servicer
          Event of Default.  On and after the receipt by the Servicer of such
          written notice, all authority and power of the Servicer hereunder, whether
          with
          respect to the Mortgage Loans or otherwise, shall pass to and be vested
          in the
          Master Servicer.  The Master Servicer is hereby authorized and
          empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact
          or otherwise, any and all documents and other instruments, and to do or
          accomplish all other acts or things necessary or appropriate to effect
          the
          purposes of such notice of termination, whether to complete the transfer
          and
          endorsement or assignment of the Mortgage Loans and related documents,
          or
          otherwise.  Unless expressly provided in such written notice, no such
          termination shall affect any obligation of the Servicer to pay amounts
          owed
          pursuant to Article VIII.  The Servicer agrees to cooperate with
          the Master Servicer in effecting the termination of the Servicer’s
          responsibilities and rights hereunder, including, without limitation, the
          transfer to the Master Servicer of all cash amounts which shall at the
          time be
          credited to the Collection Account of such predecessor Servicer, or thereafter
          be received with respect to the Mortgage Loans.

         

        Notwithstanding
          any termination of the activities of the Servicer hereunder, the Servicer
          shall
          be entitled to receive from the Trust Fund, prior to transfer of its servicing
          obligations hereunder, payment of all accrued and unpaid portion of the
          Servicing Fees to which the Servicer would have been entitled and reimbursement
          for all outstanding P&I Advances and Servicing Advances, including Servicing
          Advances incurred prior to but not invoiced until after the date of termination,
          in accordance with the terms of this Agreement.  In addition, the
          Servicer shall continue to be entitled to the benefits of Section 6.03,
          notwithstanding any termination hereunder, with respect to events occurring
          prior to such termination.

         


        
          
            
            

          

          
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        (b)           On
          or after the receipt by the Servicer of such written notice, all authority
          and
          power of the Servicer under this Agreement, whether with respect to the
          Certificates (other than as a Holder of any Certificate) or the Mortgage
          Loans
          or otherwise, shall pass to and be vested in the Master Servicer pursuant
          to and
          under this Section and, without limitation, the Master Servicer is hereby
          authorized and empowered, as attorney-in-fact or otherwise, to execute
          and
          deliver on behalf of and at the expense of the Servicer, any and all documents
          and other instruments and to do or accomplish all other acts or things
          necessary
          or appropriate to effect the purposes of such notice of termination, whether
          to
          complete the transfer and endorsement or assignment of the Mortgage Loans
          and
          related documents, or otherwise.  The Servicer agrees, at its sole
          cost and expense, promptly (and in any event no later than ten Business
          Days
          subsequent to such notice) to provide the Master Servicer with all documents
          and
          records requested by it to enable it to assume the Servicer’s functions under
          this Agreement, and to cooperate with the Master Servicer in effecting
          the
          termination of the Servicer’s responsibilities and rights under this Agreement,
          including, without limitation, the transfer within one Business Day to
          the
          Master Servicer for administration by it of all cash amounts which at the
          time
          shall be or should have been credited by the Servicer to the Collection
          Account
          held by or on behalf of the Servicer, or any REO Account or Servicing Account
          held by or on behalf of the Servicer or thereafter be received with respect
          to
          the Mortgage Loans or any REO Property.  For purposes of this Section
          7.01, the Master Servicer shall not be deemed to have knowledge of a Servicer
          Event of Default unless a Master Servicing Officer of the Master Servicer
          has
          actual knowledge thereof or unless written notice of any event which is
          in fact
          such a Servicer Event of Default is received by the Master Servicer and
          such
          notice references any of the Certificates, the Trust, the REMICs or this
          Agreement.

         

        The
          Master Servicer shall be entitled to be reimbursed by the defaulting Servicer
          (or by the Trust Fund if such Servicer is unable to fulfill its obligations
          hereunder) for all reasonable out-of-pocket or third party costs associated
          with
          the transfer of servicing from the predecessor Servicer (or if the predecessor
          Servicer is the Master Servicer, from the Servicer immediately preceding
          the
          Master Servicer), including without limitation, any reasonable out-of-pocket
          or
          third party costs or expenses associated with the complete transfer of
          all
          servicing data and the completion, correction or manipulation of such servicing
          data as may be required by the Master Servicer to correct any errors or
          insufficiencies in the servicing data or otherwise to enable the Master
          Servicer
          to service the Mortgage Loans properly and effectively, upon presentation
          of
          reasonable documentation of such costs and expenses.

         

        Notwithstanding
          any termination of the activities of the Servicer hereunder, the Servicer
          shall
          be entitled to receive, out of any Late Collection of a Monthly Payment
          on a
          Mortgage Loan which was due prior to the notice terminating such Servicer’s
          rights and obligations as Servicer hereunder and received after such notice,
          that portion thereof to which such Servicer would have been entitled pursuant
          to
Section 3.11,
          and any other amounts payable to such Servicer hereunder the entitlement
          to
          which arose in accordance with Section 3.11 and
          in
          the time period specified in Section 3.11 prior
          to
          the termination of its activities hereunder.  The Servicer shall
          continue to be entitled to the benefits of Section 6.03,
          notwithstanding any termination hereunder with respect to events occurring
          prior
          to such termination.

         


        
          
            
            

          

          
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        (c)           If
          any one of the following events (“Master Servicer
          Events of
          Termination”) shall occur and be continuing:

         

        (i)           any
          failure by the Master Servicer to deposit in the Certificate Account any
          amount
          required to be deposited by it under the terms of this Agreement (including
          an
          Advance required to be made pursuant to Section 4.01 hereof),
          which failure shall continue unremedied for one Business Day after the
          date upon
          which written notice of such failure shall have been given to the Master
          Servicer by the Trustee or the Depositor or to the Master Servicer and
          the
          Trustee by Holders of Certificates having not less than 51% of the Voting
          Rights
          evidenced by the Certificates; or

         

        (ii)           any
          failure on the part of the Master Servicer duly to observe or perform in
          any
          material respect any of the covenants or agreements on the part of the
          Master
          Servicer contained in this Agreement, or the breach by the Master Servicer
          of
          any representation and warranty contained in Section 2.07, which
          continues unremedied for a period of 30 days after the date on which written
          notice of such failure, requiring the same to be remedied, shall have been
          given
          to the Master Servicer by the Depositor or the Trustee or to the Master
          Servicer, the Depositor and the Trustee by Holders of Certificates entitled
          to
          at least 25% of the Voting Rights; or

         

        (iii)           a
          decree or order of a court or agency or supervisory authority having
          jurisdiction in the premises in an involuntary case under any present or
          future
          federal or state bankruptcy, insolvency or similar law or the appointment
          of a
          conservator or receiver or liquidator in any insolvency, readjustment of
          debt,
          marshalling of assets and liabilities or similar proceeding, or for the
          winding-up or liquidation of its affairs, shall have been entered against
          the
          Master Servicer and such decree or order shall have remained in force
          undischarged or unstayed for a period of 90 days; or

         

        (iv)           the
          Master Servicer shall consent to the appointment of a conservator or receiver
          or
          liquidator in any insolvency, readjustment of debt, marshalling of assets
          and
          liabilities or similar proceedings of or relating to it or of or relating
          to all
          or substantially all of its property; or

         

        (v)           the
          Master Servicer shall admit in writing its inability to pay its debts generally
          as they become due, file a petition to take advantage of any applicable
          insolvency or reorganization statute, make an assignment for the benefit
          of its
          creditors, or voluntarily suspend payment of its obligations.

         

        If
          a
          Master Servicer Event of Termination described in clause (i) of this Section
          7.03(c) shall occur, the Trustee shall, by notice to the Master Servicer
          and the
          Depositor, immediately terminate all of the rights and obligations of the
          Master
          Servicer under this Agreement (other than as a Holder of any Certificate)
          and in
          and to the Mortgage Loans and the proceeds thereof.  If a Master
          Servicer Event of Termination described in clauses (ii) through (v) of
          this
          Section 7.03(c) shall occur, then, and in each and every such case, so
          long as
          such Master Servicer Event of Termination shall not have been remedied,
          the
          Trustee may, and at the written direction of  Holders of Certificates
          entitled to at least 51% of the Voting Rights, the Trustee shall, by
          notice

         


        
          
            
            

          

          
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        in
          writing to the Master Servicer (and to the Depositor if given by the Trustee
          or
          to the Trustee if given by the Depositor) with a copy to each Rating Agency,
          terminate all of the rights and obligations of the Master Servicer in its
          capacity as Master Servicer under this Agreement, to the extent permitted
          by
          law, in and to the Mortgage Loans and the proceeds thereof.  Any such
          termination of the initial Master Servicer will also result in the termination
          of the initial Trust Administrator.  Upon such termination, or on or
          after receipt by the Master Servicer of such written notice, as the case
          may be,
          all authority, power and obligations of the Master Servicer under this
          Agreement, whether with respect to the Certificates (other than as a Holder
          of
          any Certificate) or the Mortgage Loans or otherwise including, without
          limitation, the compensation payable to the Master Servicer under this
          Agreement
          after the date of such termination, shall pass to and be vested in the
          Trustee
          pursuant to and under this Section, and, without limitation, the Trustee
          is
          hereby authorized and empowered, as attorney-in-fact or otherwise, to execute
          and deliver, on behalf of and at the expense of the Master Servicer, any
          and all
          documents and other instruments and to do or accomplish all other acts
          or things
          necessary or appropriate to effect the purposes of such notice of termination,
          whether to complete the transfer and endorsement or assignment of the Mortgage
          Loans and related documents, or otherwise.  The Master Servicer agrees
          promptly (and in any event no later than ten Business Days subsequent to
          such
          notice) to provide the Trustee with all documents and records requested
          by it to
          enable it to assume the Master Servicer’s functions under this Agreement, and to
          cooperate with the Trustee in effecting the termination of the Master Servicer’s
          responsibilities and rights under this Agreement (provided, however, that
          the
          Master Servicer shall continue to be entitled to receive all amounts accrued
          or
          owing to it under this Agreement on or prior to the date of such termination
          and
          shall continue to be entitled to the benefits of Section 6.03, notwithstanding
          any such termination, with respect to events occurring prior to such
          termination).  For purposes of this Section 7.01(c), the
          Trustee shall not be deemed to have knowledge of a Master Servicer Event
          of
          Termination unless a Responsible Officer of the Trustee assigned to and
          working
          in the Trustee’s Corporate Trust Office has actual knowledge thereof or unless
          written notice of any event which is in fact such a Master Servicer Event
          of
          Termination is received by the Trustee and such notice references the
          Certificates, the Trust or this Agreement.  The Trustee shall promptly
          notify the Rating Agencies of the occurrence of a Master Servicer Event
          of
          Termination of which it has knowledge as provided above.

         

        To
          the
          extent that the costs and expenses of the Trustee related to the termination
          of
          the Master Servicer, appointment of a successor Master Servicer or the
          transfer
          and assumption of the master servicing by the Trustee (including, without
          limitation, (i) all legal costs and expenses and all due diligence costs
          and
          expenses associated with an evaluation of the potential termination of
          the
          Master Servicer as a result of a Master Servicer Event of Termination and
          (ii)
          all costs and expenses associated with the complete transfer of the master
          servicing, including all master servicing files and all master servicing
          data
          and the completion, correction or manipulation of such master servicing
          data as
          may be required by the successor Master Servicer to correct any errors
          or
          insufficiencies in the master servicing data or otherwise to enable the
          successor Master Servicer to master service the Mortgage Loans in accordance
          with this Agreement) and any other master servicing transfer costs applicable
          with respect to a transfer of master servicing are not fully and timely
          reimbursed by the terminated Master Servicer, the Trustee shall be entitled
          to
          reimbursement of such costs and expenses from the Certificate
          Account.

         


        
          
            
            

          

          
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        Notwithstanding
          the above, the Trustee may, if it shall be unwilling to continue to so
          act, or
          shall, if it is unable to so act, petition a court of competent jurisdiction
          to
          appoint any established housing and home finance institution servicer,
          master
          servicer, servicing or mortgage servicing institution having a net worth
          of not
          less than $15,000,000 and meeting such other standards for a successor
          master
          servicer as are set forth in this Agreement, as the successor to such Master
          Servicer in the assumption of all of the responsibilities, duties or liabilities
          of a master servicer, like the Master Servicer.

         

        Neither
          the Trustee nor any other successor Master Servicer shall be deemed to
          be in
          default hereunder by reason of any failure to make, or any delay in making,
          any
          distribution hereunder or any portion thereof or any failure to perform,
          or any
          delay in performing, any duties or responsibilities hereunder, in either
          case
          caused by the failure of the Master Servicer to deliver or provide, or
          any delay
          in delivering or providing, any cash, information, documents or records
          to
          it.  Furthermore, neither the Trustee nor any other successor Master
          Servicer shall be liable for any acts or omissions of the terminated Master
          Servicer.

         

        Section
          7.02.                                Master Servicer
          to Act;
          Appointment of Successor.

         

        (a)           On
          and after the time the Servicer receives a notice of termination pursuant
          to
          Section 7.01, the Master Servicer shall, subject to and to the extent
          provided in Section 3.06, be the successor in all respects to the Servicer
          in
          its capacity as Servicer under this Agreement and the transactions set
          forth or
          provided for herein, and shall immediately assume all the responsibilities,
          duties and liabilities relating thereto and arising thereafter (except
          for any
          representations or warranties of the Servicer under this Agreement, the
          responsibilities, duties and liabilities contained in Section 2.03(d)-(h))
          by
          the terms and provisions hereof including, without limitation, the Servicer’s
          obligations to make P&I Advances pursuant to Section 4.01; provided,
          however, that if the Master Servicer is prohibited by law or regulation
          from
          obligating itself to make advances regarding delinquent Mortgage Loans,
          then the
          Master Servicer shall not be obligated to make P&I Advances pursuant to
          Section 4.01; and provided further, that any failure to perform such duties
          or
          responsibilities caused by the Servicer’s failure to deliver or provide, or
          delay in delivering or providing, information, documents, records or cash
          as
          required under this Agreement shall not be considered a default by the
          Master
          Servicer as successor to the Servicer hereunder; and provided further,
          that it
          is understood and acknowledged by the parties hereto that there will be
          a period
          of transition (not to exceed 90 days) before the actual servicing functions
          (other than the obligation to advance P&I Advances, which obligation shall
          arise upon the receipt by the Servicer of notice of termination pursuant
          to
          Section 7.01) can be fully transferred to the Master Servicer or any successor
          Servicer appointed in accordance with this Agreement.  As compensation
          therefor, the Master Servicer shall be entitled to the Servicing Fee and
          all
          funds relating to the Mortgage Loans to which the Servicer would have been
          entitled if it had continued to act as Servicer
          hereunder.  Notwithstanding the above and subject to the immediately
          following paragraph, the Master Servicer may, if it shall be unwilling
          to so
          act, or shall, if it is unable to so act, promptly appoint or petition
          a court
          of competent jurisdiction to appoint, a Person that satisfies the eligibility
          criteria set forth below as the successor Servicer under this Agreement
          in the
          assumption of the responsibilities, duties or liabilities of the Servicer
          under
          this Agreement.

         


        
          
            
            

          

          
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        Notwithstanding
          anything herein to the contrary, in no event shall the Trustee, the Trust
          Administrator or the Master Servicer be liable for any Servicing Fee or
          for any
          differential in the amount of the Servicing Fee paid hereunder and the
          amount
          necessary to induce any successor Servicer to act as successor Servicer
          under
          this Agreement and the transactions set forth or provided for
          herein.

         

        Any
          successor Servicer appointed under this Agreement must (i) be an established
          mortgage loan servicing institution, (ii) be approved by each Rating Agency
          by a
          written confirmation from each Rating Agency that the appointment of such
          successor Servicer would not result in the reduction or withdrawal of the
          then
          current ratings of any outstanding Class of Certificates, (iii) have a
          net worth
          of not less than $30,000,000 and (iv) assume all the responsibilities,
          duties or
          liabilities of the Servicer (other than liabilities of the Servicer hereunder
          incurred prior to termination of the Servicer under Section 7.01 herein)
          under
          this Agreement as if originally named as a party to this Agreement.

         

        (b)           (i)           All
          Servicing Transfer Costs incurred by the Trustee, the Trust Administrator,
          the
          Master Servicer and any successor Servicer under paragraph (b)(2) below
          shall be
          paid immediately by the terminated Servicer upon presentation of reasonable
          documentation of such costs, and if such predecessor or initial Servicer,
          as
          applicable, defaults in its obligation to pay such costs, the successor
          Servicer, the Master Servicer, the Trust Administrator and the Trustee
          shall be
          entitled to reimbursement therefor from the assets of the Trust
          Fund.

         

        (ii)           No
          appointment of a successor to the Servicer under this Agreement shall be
          effective until the assumption by the successor of all of the Servicer’s
          responsibilities, duties and liabilities hereunder.  In connection
          with such appointment and assumption described herein, the Trustee, the
          Trust
          Administrator or the Master Servicer may make such arrangements for the
          compensation of such successor out of payments on Mortgage Loans as it
          and such
          successor shall agree; provided, however, that no such compensation shall
          be in
          excess of that permitted the Servicer as such hereunder.  The
          Depositor, the Trustee, the Trust Administrator, the Master Servicer and
          such
          successor shall take such action, consistent with this Agreement, as shall
          be
          necessary to effectuate any such succession.  Pending appointment of a
          successor to the Servicer under this Agreement, the Master Servicer shall
          act in
          such capacity as hereinabove provided.

         

        Any
          successor to the Servicer as servicer shall give notice to the Mortgagors
          of
          such change of Servicer, in accordance with applicable federal and state
          law,
          and shall, during the term of its service as Servicer, maintain in force
          the
          policy or policies that the Servicer is required to maintain pursuant to
          Section 3.13.

         

        Any
          such
          successor Servicer shall be required to satisfy the requirements of a successor
          Servicer under this Section 7.02.

         


        
          
            
            

          

          
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        Section
          7.03.                                Notification
          to
          Certificateholders.

         

        (a)           Upon
          any termination of a Servicer or appointment of a successor Servicer, the
          Trust
          Administrator shall give prompt written notice thereof to Certificateholders
          and
          to each Rating Agency.

         

        (b)           Within
          60 days after the occurrence of any Servicer Event of Default or Master
          Servicer
          Event of Termination, the Trust Administrator or Trustee respectively shall
          transmit by mail to all Certificateholders and each Rating Agency notice
          of each
          such Servicer Event of Default or Master Servicer Event of Termination
          hereunder
          known to the Trustee or the Trust Administrator, as applicable, unless
          such
          Servicer Event of Default or Master Servicer Event of Termination shall
          have
          been cured or waived.

         

        ARTICLE
          VIII

        CONCERNING
          THE TRUSTEE AND THE TRUST ADMINISTRATOR

         

        Section
          8.01.                                Duties of the
          Trustee and
          Trust Administrator.

         

        The
          Trustee, before the occurrence of a Servicer Event of Default or Master
          Servicer
          Event of Termination and after the curing of all Servicer Events of Default
          or
          Master Servicer Events of Termination that may have occurred, shall undertake
          to
          perform such duties and only such duties as are specifically set forth
          in this
          Agreement.  In case a Master Servicer Event of Termination has
          occurred and remains uncured, the Trustee shall exercise such of the rights
          and
          powers vested in it by this Agreement, and use the same degree of care
          and skill
          in their exercise as a prudent person would exercise or use under the
          circumstances in the conduct of such person’s own affairs.

         

        Each
          of
          the Trustee and the Trust Administrator, upon receipt of all resolutions,
          certificates, statements, opinions, reports, documents, orders or other
          instruments furnished to it that are specifically required to be furnished
          pursuant to any provision of this Agreement shall examine them to determine
          whether they are in the form required by this Agreement.  Neither the
          Trustee nor the Trust Administrator shall be responsible for the accuracy
          or
          content of any resolution, certificate, statement, opinion, report, document,
          order, or other instrument.  If any such instrument is found not to
          conform on its face to the requirements of the Agreement in a material
          manner,
          the Trustee and the Trust Administrator shall take such action as it deems
          appropriate to have the instrument corrected, and if the instrument is
          not
          corrected to its respective satisfaction, such dissatisfied party shall
          provide
          notice thereof to the Certificateholders.

         

        The
          Trust
          Administrator agrees to notify the Master Servicer in writing no later
          than
          5:00 p.m.  New York time on each Remittance Date of the aggregate
          dollar amount of the funds received by the Trust Administrator from the
          Servicer
          on such Remittance Date and any other information reasonably requested
          by the
          Master Servicer, so as to enable the Master Servicer to make the reconciliations
          and verifications required to be made by it pursuant to Section
          3A.01.  Neither the Trustee nor the Trust Administrator shall be
          deemed to have knowledge of a Servicer Event of Default or Master Servicer
          Event
          of Termination unless a Responsible Officer of the

         


        
          
            
            

          

          
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        Trustee
          or the Trust Administrator, respectively, has actual knowledge thereof
          or unless
          written notice of any event which is in fact such a Servicer Event of Default
          or
          Master Servicer Event of Termination is received by the Trustee or the
          Trust
          Administrator, respectively, and such notice references any of the Certificates,
          the Trust, the REMICs or this Agreement.

         

        No
          provision of this Agreement shall be construed to relieve the Trustee or
          the
          Trust Administrator from liability for its own negligent action, its own
          negligent failure to act or its own willful misconduct; provided, however,
          that:

         

        (i)           The
          duties and obligations of the Trust Administrator, and with respect to
          the
          duties and obligations of the Trustee, prior to the occurrence of a Servicer
          Event of Default or Master Servicer Event of Termination, and after the
          curing
          of all such Servicer Events of Default or Master Servicer Events of Termination
          which may have occurred, shall be determined solely by the express provisions
          of
          this Agreement, the Trustee and the Trust Administrator shall not be liable
          except for the performance of such duties and obligations as are specifically
          set forth in this Agreement, no implied covenants or obligations shall
          be read
          into this Agreement against the Trustee or the Trust Administrator and,
          in the
          absence of bad faith on the part of the Trustee or the Trust Administrator,
          as
          applicable, the Trustee or the Trust Administrator, as applicable, may
          conclusively rely, as to the truth of the statements and the correctness
          of the
          opinions expressed therein, upon any certificates or opinions furnished
          to it
          that conform to the requirements of this Agreement;

         

        (ii)           Neither
          the Trustee nor the Trust Administrator shall be personally liable for
          an error
          of judgment made in good faith by a Responsible Officer or Responsible
          Officers
          of the Trustee or the Trust Administrator, as applicable, unless it shall
          be
          proved that the Trustee or the Trust Administrator, as the case may be,
          was
          negligent in ascertaining the pertinent facts; and

         

        Neither
          the Trustee nor the Trust Administrator shall be personally liable with
          respect
          to any action taken, suffered or omitted to be taken by it in good faith
          in
          accordance with the direction of Holders of Certificates entitled to at
          least
          25% of the Voting Rights relating to the time, method and place of conducting
          any proceeding for any remedy available to the Trustee or the Trust
          Administrator, or exercising any trust or power conferred upon the Trustee
          or
          the Trust Administrator, under this Agreement.

         

        Section
          8.02.                                Certain Matters
          Affecting
          the Trustee and the Trust Administrator.

         

        (a)           Except
          as otherwise provided in Section 8.01:

         

        (i)           Before
          taking any action under this Agreement, each of the Trustee or the Trust
          Administrator may request and rely conclusively upon and shall be fully
          protected in acting or refraining from acting upon any resolution, Officer’s
          Certificate, certificate of auditors or any other certificate, statement,
          instrument, opinion, report, notice, request, consent, order, appraisal,
          bond or
          other paper or document reasonably believed by it to be genuine and to
          have been
          signed or presented by the proper party or parties;

         


        
          
            
            

          

          
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        (ii)           Each
          of the Trustee and the Trust Administrator may consult with counsel and
          any
          written advice or Opinion of Counsel shall be full and complete authorization
          and protection in respect of any action taken or suffered or omitted by
          it
          hereunder in good faith and in accordance with such written advice or Opinion
          of
          Counsel;

         

        (iii)           Neither
          the Trustee nor the Trust Administrator shall be under any obligation to
          exercise any of the trusts or powers vested in it by this Agreement or
          to
          institute, conduct or defend any litigation hereunder or in relation hereto
          at
          the request, order or direction of any of the Certificateholders pursuant
          to the
          provisions of this Agreement, unless such Certificateholders shall have
          offered
          to it security or indemnity satisfactory to it against the costs, expenses
          and
          liabilities which may be incurred therein or thereby; nothing contained
          herein
          shall, however, relieve the Trustee of the obligations, upon the occurrence
          of a
          Servicer Event of Default or Master Servicer Event of Termination (which
          has not
          been cured or waived), to exercise such of the rights and powers vested
          in it by
          this Agreement, and to use the same degree of care and skill in their exercise
          as a prudent person would exercise or use under the circumstances in the
          conduct
          of such Person’s own affairs;

         

        (iv)           Neither
          the Trustee nor the Trust Administrator shall be personally liable for
          any
          action taken, suffered or omitted by it in good faith and believed by it
          to be
          authorized or within the discretion or rights or powers conferred upon
          it by
          this Agreement;

         

        (v)           The
          Trust Administrator shall not, and prior to the occurrence of a Servicer
          Event
          of Default or a Master Servicer Event of Termination hereunder and after
          the
          curing of all Master Servicer Events of Termination which may have occurred,
          the
          Trustee shall not be bound to make any investigation into the facts or
          matters
          stated in any resolution, certificate, statement, instrument, opinion,
          report,
          notice, request, consent, order, approval, bond or other paper or document,
          unless requested in writing to do so by Holders of Certificates entitled
          to at
          least 25% of the Voting Rights; provided, however, that if the payment
          within a
          reasonable time to the Trustee or the Trust Administrator, as applicable,
          of the
          costs, expenses or liabilities likely to be incurred by it in the making
          of such
          investigation is, in the opinion of the Trustee or the Trust Administrator,
          as
          applicable, not reasonably assured to the Trustee or the Trust Administrator,
          as
          applicable, by such Certificateholders, the Trustee or the Trust Administrator,
          as applicable, may require reasonable indemnity against such expense, or
          liability from such Certificateholders as a condition to taking any such
          action;

         

        (vi)           Each
          of the Trustee and the Trust Administrator may execute any of the trusts
          or
          powers hereunder or perform any duties hereunder either directly or by
          or
          through agents, custodians, nominees or attorneys and shall not be responsible
          for any willful misconduct or negligence of such agents, custodians, nominees
          or
          attorneys (as long as such agents, custodians, nominees or attorneys were
          appointed with due and proper care);

         


        
          
            
            

          

          
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        (vii)           Neither
          the Trustee nor the Trust Administrator shall be personally liable for
          any loss
          resulting from the investment of funds held in the Collection Account by
          the
          Servicer or in the Pre-Funding Account by the Seller pursuant to Section
          3.12;

         

        (viii)          Except
          as otherwise expressly provided herein, none of the provisions of this
          Agreement
          shall require the Trustee or the Trust Administrator to expend or risk
          its own
          funds or otherwise to incur any liability, financial or otherwise, 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 for believing that
          repayment of such funds or indemnity satisfactory to it against such risk
          or
          liability is not assured to it (not including expenses, disbursements and
          advances incurred or made by the Trustee or the Trust Administrator, as
          applicable, including the compensation and the expenses and disbursements
          of its
          agents and counsel, in the ordinary course of its performance in accordance
          with
          the provisions of this Agreement);

         

        (ix)           Neither
          the Trustee nor the Trust Administrator shall be personally liable for
          any loss
          resulting from any failure or omission of any other party to this Agreement
          to
          comply with its obligations hereunder;

         

        (x)           Any
          permissive right of the Trustee enumerated herein shall not be construed
          as a
          duty; and

         

        (xi)           Should
          the Trustee deem the nature of any action required on its part to be unclear,
          the Trustee may require prior to such action that it be provided by the
          Depositor with reasonable further instructions.

         

        (b)           All
          rights of action under this Agreement or under any of the Certificates
          enforceable by the Trustee or the Trust Administrator, as applicable, may
          be
          enforced by it without the possession of any of the Certificates, or the
          production thereof at the trial or any other proceeding relating thereto,
          and
          any such suit, action or proceeding instituted by the Trustee or the Trust
          Administrator, as applicable, shall be brought in its name for the benefit
          of
          all the Holders of such Certificates, subject to the provisions of this
          Agreement.

         

        Section
          8.03.                                Neither the
          Trustee Nor the
          Trust Administrator Liable for Certificates or Mortgage
          Loans.

         

        The
          recitals contained herein and in the Certificates (other than the signature
          of
          the Trust Administrator, the authentication of the Trust Administrator
          on the
          Certificates, the acknowledgments of the Trustee and the Trust Administrator
          contained in Article II and the representations and warranties of the Trustee
          and the Trust Administrator in Section 8.11) shall be taken as the statements
          of
          the Depositor, and the Trustee does not assume any responsibility for their
          correctness.  Neither the Trustee nor the Trust Administrator makes
          any representation or warranty as to the validity or sufficiency of this
          Agreement (other than as specifically set forth in Section 8.11) or of
          the
          Certificates (other than the signature of the Trustee and the Trust
          Administrator and authentication of the Certificate Registrar on the
          Certificates) or of any Mortgage Loan or related document or of the MERS®
System.  Neither the Trustee nor the Trust

         


        
          
            
            

          

          
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        Administrator
          shall be accountable for the use or application by the Depositor of any
          of the
          Certificates or of the proceeds of such Certificates, or for the use or
          application of any funds paid to the Depositor or the Servicer in respect
          of the
          Mortgage Loans or deposited in or withdrawn from the Collection Account
          by the
          Servicer.

         

        Section
          8.04.                                Trustee and
          Trust
          Administrator May Own Certificates.

         

        Each
          of
          the Trustee and the Trust Administrator in its individual or any other
          capacity
          may become the owner or pledgee of Certificates with the same rights as
          it would
          have if it were not the Trustee or the Trust Administrator, as
          applicable.

         

        Section
          8.05.                                Fees and Expenses
          of the
          Trustee and Trust Administrator.

         

        (a)           The
          annual fees of the Trustee hereunder shall be paid in accordance with a
          side
          letter agreement with the Trust Administrator and at the sole expense of
          the
          Trust Administrator.  Subject to Section 8.05(b), the Trustee and the
          Trust Administrator, and any director, officer, employee or agent of either,
          shall be indemnified by the Trust Fund and held harmless against any loss,
          liability or expense (including any unreimbursed fees or expenses for work
          relating to an appointment of a successor Servicer or a successor Master
          Servicer under Article VII herein, but not including expenses, disbursements
          and
          advances incurred or made by the Trustee (or its custodian) or the Trust
          Administrator, as applicable, including the reasonable compensation and
          the
          expenses and disbursements of its agents and counsel, in the ordinary course
          of
          its performance in accordance with the provisions of this Agreement) incurred
          by
          the Trustee or the Trust Administrator arising out of or in connection
          with the
          acceptance or administration of its obligations and duties under this Agreement,
          the Certificates or the Mortgage Loans, other than any loss, liability
          or
          expense (i) resulting from the Trustee’s or the Trust Administrator’s negligent
          actions or omissions in connection with this Agreement and the Mortgage
          Loans,
          (ii) that constitutes a specific liability of the Trustee or the Trust
          Administrator pursuant to Section 11.01(c), or (iii) any loss, liability
          or
          expense incurred by reason of willful misfeasance, bad faith or negligence
          in
          the performance of duties hereunder or by reason of reckless disregard
          of
          obligations and duties hereunder or as a result of a breach of the its
          respective obligations under Article XI hereof.  Any amounts payable
          to the Trustee (or its custodian) or the Trust Administrator, and any director,
          officer, employee or agent of the Trustee (or its custodian) or the Trust
          Administrator, in respect of the indemnification provided by this paragraph
          (a),
          or pursuant to any other right of reimbursement from the Trust Fund that
          the
          Trustee (or its Custodian), the Trust Administrator and any director, officer,
          employee or agent of the Trustee (or its custodian) or the Trust Administrator,
          may have hereunder in its capacity as such, may be withdrawn by the Trust
          Administrator from the Certificate Account at any time.  Such
          indemnity shall survive the termination of this Agreement and the resignation
          of
          the Trustee or the Trust Administrator, as applicable.

         

        (b)           The
          foregoing indemnity shall survive the resignation or removal of the Trustee
          or
          the Trust Administrator.

         

        (c)           Without
          limiting the Servicer’s indemnification obligations under Section 6.03, the
          Servicer agrees to indemnify the Trustee, the Master Servicer and the Trust
          Administrator

         


        
          
            
            

          

          
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        from,
          and
          hold it harmless against, any loss, liability or expense resulting from
          a breach
          of the Servicer’s obligations and duties under this Agreement.  Such
          indemnity shall survive the termination or discharge of this Agreement
          and the
          resignation or removal of the Trustee or the Trust Administrator.  Any
          payment hereunder made by the Servicer to the Trustee or the Trust Administrator
          shall be from the Servicer’s own funds, without reimbursement from the Trust
          Fund.

         

        (d)           The
          Servicer shall pay any annual rating agency fees of S&P, Fitch and Moody’s
          for ongoing surveillance from its own funds without right of
          reimbursement.

         

        Section
          8.06.                                Eligibility
          Requirements for
          the Trustee and Trust Administrator.

         

        Each
          of
          the Trustee and the Trust Administrator hereunder shall at all times be
          a
          corporation or an association (other than the Depositor, the Originator,
          the
          Servicer or any Affiliate of the foregoing) organized and doing business
          under
          the laws of the United States of America or any state thereof, authorized
          under
          such laws to exercise corporate trust powers, having a combined capital
          and
          surplus of at least $50,000,000 and subject to supervision or examination
          by
          federal or state authority.  If such corporation or association
          publishes reports of conditions at least annually, pursuant to law or to
          the
          requirements of the aforesaid supervising or examining authority, then
          for the
          purposes of this Section the combined capital and surplus of such corporation
          or
          association shall be deemed to be its combined capital and surplus as set
          forth
          in its most recent report of conditions so published.  In case at any
          time either the Trustee or the Trust Administrator shall cease to be eligible
          in
          accordance with the provisions of this Section, the Trustee or the Trust
          Administrator, as applicable, shall resign immediately in the manner and
          with
          the effect specified in Section 8.07.

         

        Section
          8.07.                                Resignation
          and Removal of
          the Trustee or Trust Administrator.

         

        The
          Trustee or the Trust Administrator may at any time resign and be discharged
          from
          the trust hereby created by giving written notice thereof to the Depositor,
          the
          Servicer, the Master Servicer and if the Trustee is resigning, to the Trust
          Administrator and, if the Trust Administrator is resigning, to the Trustee
          and
          the Certificateholders.  Upon receiving such notice of resignation,
          the Depositor shall promptly appoint a successor trustee or successor trust
          administrator, as applicable, by written instrument, in duplicate, which
          instrument shall be delivered to the resigning Trustee or Trust Administrator,
          as applicable, and to the successor trustee or successor trust administrator,
          as
          applicable.  The Depositor shall deliver a copy of such instrument to
          the Certificateholders, the Master Servicer and the Servicer.  If no
          successor trustee or successor trust administrator, as applicable, shall
          have
          been so appointed and have accepted appointment within 30 days after the
          giving
          of such notice of resignation, the resigning Trustee or Trust Administrator,
          as
          applicable, may petition any court of competent jurisdiction for the appointment
          of a successor.

         

        If
          at any
          time the Trustee or the Trust Administrator shall cease to be eligible
          in
          accordance with the provisions of Section 8.06 and shall fail to resign
          after
          written request by the Depositor, or if at any time the Trustee or the
          Trust
          Administrator shall become incapable of acting, or shall be adjudged bankrupt
          or
          insolvent, or a receiver of the Trustee or the Trust

         


        
          
            
            

          

          
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        Administrator
          or of its respective property shall be appointed, or any public officer
          shall
          take charge or control of the Trustee or the Trust Administrator or of
          its
          respective property or affairs for the purpose of rehabilitation, conservation
          or liquidation, then the Depositor may remove the Trustee or the Trust
          Administrator, as applicable, and appoint a successor trustee or trust
          administrator, as applicable, by written instrument, in duplicate, which
          instrument shall be delivered to the Trustee or the Trust Administrator,
          as
          applicable, so removed and to the successor.  The Depositor shall
          deliver a copy of such instrument to the Certificateholders, the Master
          Servicer
          and the Servicer.

         

        The
          Holders of Certificates entitled to at least 51% of the Voting Rights may
          at any
          time remove the Trustee or the Trust Administrator and appoint a successor
          trustee or trust administrator, as applicable, by written instrument or
          instruments, in triplicate, signed by such Holders or their attorneys-in-fact
          duly authorized, one complete set of which instruments shall be delivered
          to the
          Depositor, one complete set to the Trustee or Trust Administrator so removed
          and
          one complete set to the successor so appointed.  The Depositor shall
          deliver a copy of such instrument to the Certificateholders, the Master
          Servicer
          and the Servicer.

         

        Any
          resignation or removal of the Trustee or the Trust Administrator and appointment
          of a successor pursuant to any of the provisions of this Section shall
          not
          become effective until acceptance of appointment by the successor as provided
          in
          Section 8.08.

         

        Any
          resignation or removal of the initial Trust Administrator will result in
          the
          removal of the initial Master Servicer.

         

        Section
          8.08.                                Successor Trustee
          or Trust
          Administrator.

         

        Any
          successor appointed as provided in Section 8.07 shall execute, acknowledge
          and
          deliver to the Depositor and to its predecessor an instrument accepting
          such
          appointment hereunder, and thereupon the resignation or removal of the
          predecessor shall become effective and such successor, without any further
          act,
          deed or conveyance, shall become fully vested with all the rights, powers,
          duties and obligations of its predecessor hereunder, with the like effect
          as if
          originally named as trustee herein.  The predecessor trustee or trust
          administrator shall deliver to its successor all Mortgage Files and related
          documents and statements, as well as all moneys, held by it hereunder (other
          than any Mortgage Files at the time held by a custodian, if any, which
          custodian
          shall become the agent of any successor trustee hereunder), and the Depositor
          and the predecessor trustee or trust administrator shall execute and deliver
          such instruments and do such other things as may reasonably be required
          for more
          fully and certainly vesting and confirming in the successor trustee all
          such
          rights, powers, duties and obligations.

         

        No
          successor trustee or trust administrator shall accept appointment as provided
          in
          this Section unless at the time of such acceptance such successor shall
          be
          eligible under the provisions of Section 8.06 and the appointment of such
          successor shall not result in a downgrading of any Class of Certificates
          by
          either Rating Agency, as evidenced by a letter from each Rating
          Agency.

         


        
          
            
            

          

          
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        Upon
          acceptance of appointment by a successor trustee or trust administrator
          as
          provided in this Section, the Depositor shall mail notice of the succession
          to
          all Holders of Certificates at their addresses as shown in the Certificate
          Register.  If the Depositor fails to mail such notice within 10 days
          after acceptance of appointment by the successor, the successor shall cause
          such
          notice to be mailed at the expense of the Depositor.

         

        Section
          8.09.                                Merger or Consolidation
          of
          the Trustee or the Trust Administrator.

         

        Any
          corporation into which the Trustee or the Trust Administrator may be merged
          or
          converted or with which it may be consolidated or any corporation resulting
          from
          any merger, conversion or consolidation to which the Trustee or the Trust
          Administrator shall be a party, or any corporation succeeding to the business
          of
          the Trustee or the Trust Administrator, shall be the successor of the Trustee
          or
          the Trust Administrator, as applicable, hereunder; provided, that such
          corporation shall be eligible under Section 8.06 without the execution or
          filing of any paper or further act on the part of any of the parties hereto,
          anything herein to the contrary notwithstanding.

         

        Section
          8.10.                                Appointment
          of Co-Trustee or
          Separate Trustee.

         

        Notwithstanding
          any other provisions hereof, at any time, for the purpose of meeting any
          legal
          requirements of any jurisdiction in which any part of the Trust Fund or
          property
          securing the same may at the time be located, the Servicer and the Trustee,
          acting jointly shall have the power and shall execute and deliver all
          instruments to appoint one or more Persons approved by the Trustee to act
          as
          co-trustee or co-trustees, jointly with the Trustee, or separate trustee
          or
          separate trustees, of all or any part of the Trust Fund, and to vest in
          such
          Person or Persons, in such capacity, such title to the Trust Fund, or any
          part
          thereof, and, subject to the other provisions of this Section 8.10, such
          powers,
          duties, obligations, rights and trusts as the Servicer and the Trustee
          may
          consider necessary or desirable.  If the Servicer shall not have
          joined in such appointment within 15 days after the receipt by it of a
          request
          so to do, or in case a Servicer Event of Default shall have occurred and
          be
          continuing, the Trustee alone shall have the power to make such
          appointment.  No co-trustee or separate trustee hereunder shall be
          required to meet the terms of eligibility as a successor trustee under
          Section
          8.06 hereunder and no notice to Holders of Certificates of the appointment
          of
          co-trustee(s) or separate trustee(s) shall be required under Section 8.08
          hereof.  Any reasonable and necessary expense of the Trustee related
          to the appointment of a co-trustee or a separate trustee for the limited
          purpose
          of performing the Trustee’s duties pursuant to this Section 8.10 shall be
          reimbursable from the Trust Fund.

         

        In
          the
          case of any appointment of a co-trustee or separate trustee pursuant to
          this
          Section 8.10 all rights, powers, duties and obligations conferred or imposed
          upon the Trustee shall be conferred or imposed upon and exercised or performed
          by the Trustee and such separate trustee or co-trustee jointly, except
          to the
          extent that under any law of any jurisdiction in which any particular act
          or
          acts are to be performed by the Trustee (whether as Trustee hereunder or
          as
          successor to the defaulting Servicer hereunder), the 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
          Trust Fund or any portion thereof in any such jurisdiction) shall be exercised
          and performed by such separate trustee or co-trustee at the direction of
          the
          Trustee.

         


        
          
            
            

          

          
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        Any
          notice, request or other writing given to the 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 Agreement and the conditions
          of this
          Article VIII.  Each separate trustee and co-trustee, upon its
          acceptance of the trust conferred, shall be vested with the estates or
          property
          specified in its instrument of appointment, either jointly with the Trustee
          or
          separately, as may be provided therein, subject to all the provisions of
          this
          Agreement, specifically including every provision of this Agreement relating
          to
          the conduct of, affecting the liability of, or affording protection to,
          the
          Trustee.  Every such instrument shall be filed with the Trustee and a
          copy thereof given to the Depositor and the Trust Administrator.

         

        Any
          separate trustee or co-trustee may, at any time, constitute the 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 Agreement
          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
          Trustee, to the extent permitted by law, without the appointment of a new
          or
          successor trustee.

         

        Section
          8.11.                                Representations
          and
          Warranties of the Trustee and Trust Administrator.

         

        (a)           The
          Trustee hereby represents and warrants to the Servicer, the Master Servicer,
          the
          Trust Administrator and the Depositor, as of the Closing Date,
          that:

         

        (i)           It
          is a national banking association duly organized, validly existing and
          in good
          standing under the laws of the United States of America.

         

        (ii)           The
          execution and delivery of this Agreement by it, and the performance and
          compliance with the terms of this Agreement by it, will not violate its
          charter
          or articles of association or bylaws or constitute a default (or an event
          which,
          with notice or lapse of time, or both, would constitute a default) under,
          or, to
          the best of its knowledge, result in the breach of, any material agreement
          or
          other instrument to which it is a party or which is applicable to it or
          any of
          its assets.

         

        (iii)           It
          has the full power and authority to enter into and consummate all transactions
          contemplated by this Agreement, has duly authorized the execution, delivery
          and
          performance of this Agreement, and has duly executed and delivered this
          Agreement.

         

        (iv)           This
          Agreement, assuming due authorization, execution and delivery by the other
          parties, constitutes a valid, legal and binding obligation of it, enforceable
          against it in accordance with the terms hereof, subject to (A) applicable
          bankruptcy, insolvency, receivership, reorganization, moratorium and other
          laws
          affecting the enforcement of creditors’ rights generally, and (B) general
          principles of equity, regardless of whether such enforcement is considered
          in a
          proceeding in equity or at law.

         

        (b)           The
          Trust Administrator hereby represents and warrants to the Servicer, the
          Trustee
          and the Depositor, as of the Closing Date, that:

         


        
          
            
            

          

          
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        (i)           It
          is a national banking association duly organized, validly existing and
          in good
          standing under the laws of the United States.

         

        (ii)           The
          execution and delivery of this Agreement by it, and the performance and
          compliance with the terms of this Agreement by it, will not violate its
          charter
          or articles of association or bylaws or constitute a default (or an event
          which,
          with notice or lapse of time, or both, would constitute a default) under,
          or
          result in the breach of, any material agreement or other instrument to
          which it
          is a party or which is applicable to it or any of its assets.

         

        (iii)           It
          has the full power and authority to enter into and consummate all transactions
          contemplated by this Agreement, has duly authorized the execution, delivery
          and
          performance of this Agreement, and has duly executed and delivered this
          Agreement.

         

        (iv)           This
          Agreement, assuming due authorization, execution and delivery by the other
          parties, constitutes a valid, legal and binding obligation of it, enforceable
          against it in accordance with the terms hereof, subject to (A) applicable
          bankruptcy, insolvency, receivership, reorganization, moratorium and other
          laws
          affecting the enforcement of creditors’ rights generally, and (B) general
          principles of equity, regardless of whether such enforcement is considered
          in a
          proceeding in equity or at law.

         

        ARTICLE
          IX

        TERMINATION

         

        Section
          9.01.                                Termination
          upon Liquidation
          or Purchase of the Mortgage Loans.

         

        Subject
          to Section 9.03, the obligations and responsibilities of the Depositor, the
          Servicer, the Master Servicer, the Trust Administrator and the Trustee
          created
          hereby with respect to the Trust Fund shall terminate upon the earlier
          of
          (a) the purchase, on or after the Optional Termination Date, by the
          Servicer at the price equal to the Optional Termination Price; and (b) the
          later of (i) the maturity or other Liquidation Event (or any Advance with
          respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
          the disposition of all REO Property and (ii) the distribution to
          Certificateholders of all amounts required to be distributed to them pursuant
          to
          this Agreement.  In no event shall the trusts created hereby continue
          beyond the expiration of 21 years from the death of the survivor of the
          descendants of Joseph P. Kennedy, the late Ambassador of the United States
          to
          the Court of St. James’s, living on the date hereof.

         

        Section
          9.02.                                Final Distribution
          on the
          Certificates.

         

        If
          on any
          Remittance Date, the Servicer determines that there are no Outstanding
          Mortgage
          Loans and no other funds or assets in the Trust Fund other than the funds
          in the
          Collection Account, the Servicer shall direct the Trust Administrator promptly
          to send a Notice of Final Distribution to each Certificateholder.  If
          the Servicer elects to terminate the Trust Fund pursuant to clause (a)
          of
          Section 9.01, at least 20 days prior to the date the Notice of Final
          Distribution is to be mailed to the affected Certificateholders, the Depositor
          shall notify the Servicer, the Master Servicer, the Trustee and the Trust
          Administrator of the date the Depositor

         


        
          
            
            

          

          
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        intends
          to terminate the Trust Fund and of the applicable repurchase price of the
          Mortgage Loans and REO Properties.

         

        A
          Notice
          of Final Distribution, specifying the Distribution Date on which
          Certificateholders may surrender their Certificates for payment of the
          final
          distribution and cancellation, shall be given promptly by the Trust
          Administrator by letter to Certificateholders mailed not later than the
          15th day
          of the month of such final distribution.  Any such Notice of Final
          Distribution shall specify(a) the Distribution Date upon which final
          distribution on the Certificates will be made upon presentation and surrender
          of
          Certificates at the office therein designated,(b) the amount of such final
          distribution,(c) the location of the office or agency at which such
          presentation and surrender must be made, and (d) that the Record Date
          otherwise applicable to such Distribution Date is not applicable, distributions
          being made only upon presentation and surrender of the Certificates at
          the
          office therein specified.  The Trust Administrator will give such
          Notice of Final Distribution to each Rating Agency at the time such Notice
          of
          Final Distribution is given to Certificateholders.

         

        In
          the
          event such Notice of Final Distribution is given, the Servicer shall cause
          all
          funds in the Collection Account to be remitted to the Trust Administrator
          for
          deposit in the Certificate Account on the Business Day prior to the applicable
          Distribution Date in an amount equal to the final distribution in respect
          of the
          Certificates.  Upon such final deposit with respect to the Trust Fund
          and the receipt by the Trustee or the Custodian of a Request for Release
          therefor, the Trustee or the Custodian shall promptly release to the Depositor
          or its designee the Custodial Files for the Mortgage Loans.

         

        Upon
          presentation and surrender of the Certificates, the Trust Administrator
          shall
          cause to be distributed to the Certificateholders of each Class (after
          reimbursement of all amounts due to the Servicer, the Depositor, the Master
          Servicer, the Trust Administrator and the Trustee hereunder), in each case
          on
          the final Distribution Date and in the order set forth in Section 4.02, in
          proportion to their respective Percentage Interests, with respect to
          Certificateholders of the same Class, an amount up to an amount equal to
          (i) as to each Class of Offered Certificates, the Certificate Principal
          Balance thereof plus for each such Class, accrued interest thereon in the
          case
          of an interest-bearing Certificate and all other amounts to which such
          Classes
          are entitled pursuant to Section 4.02, (ii) as to the Residual
          Certificates, the amount, if any, which remains on deposit in the Certificate
          Account with respect to the related REMIC (other than the amounts retained
          to
          meet claims) after application pursuant to clause (i) above.

         

        In
          the
          event that any affected Certificateholders shall not surrender Certificates
          for
          cancellation within six months after the date specified in the above-mentioned
          written notice, the Trust Administrator shall give a second written notice
          to
          the remaining Certificateholders to surrender their Certificates for
          cancellation and receive the final distribution with respect
          thereto.  If within six months after the second notice all the
          applicable Certificates shall not have been surrendered for cancellation,
          the
          Trust Administrator may take appropriate steps, or may appoint an agent
          to take
          appropriate steps, to contact the remaining Certificateholders concerning
          surrender of their Certificates, and the cost thereof shall be paid out
          of the
          funds and other assets which remain a part of the Trust Fund.  If
          within one year after the second notice all Certificates shall not have
          been
          surrendered for cancellation, the Holders of the Residual Certificates
          with

         


        
          
            
            

          

          
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        respect
          to their related REMIC shall be entitled to all unclaimed funds and other
          assets
          of the Trust Fund which remain subject hereto.

         

        Section
          9.03.                                Additional Termination
          Requirements.

         

        In
          the
          event the Servicer exercises its purchase option with respect to the Mortgage
          Loans as provided in Section 9.01, the Trust Fund shall be terminated in
          accordance with the following additional requirements, unless the Trustee
          and
          the Trust Administrator have been supplied with an Opinion of Counsel,
          at the
          expense of the Depositor, to the effect that the failure to comply with
          the
          requirements of this Section 9.03 will not (i) result in the
          imposition of taxes on “prohibited transactions” or “prohibited contributions”
on any Trust REMIC as defined in the REMIC Provisions, or (ii) cause any
          Trust REMIC to fail to qualify as a REMIC at any time that any Certificates
          are
          outstanding:

         

        (a)           The
          Trust Fund shall be terminated only pursuant to a “qualified liquidation” as
          that term is defined in Section 860F of the Code; and

         

        (b)           Within
          90 days prior to the final Distribution Date, the Trust Administrator shall
          adopt plans of liquidation for each Trust REMIC.  The Trust
          Administrator shall specify such date in the final federal income tax return
          of
          each Trust REMIC; and

         

        (c)           After
          the date of adoption of such plans of liquidation the Trustee shall sell
          all of
          the assets of the Trust to the Servicer for cash and, at or prior to the
          final
          Distribution Date, shall distribute to the Certificateholders the proceeds
          of
          such sale in complete liquidation of each of the Trust REMICs, with final
          payment made to the related Class of Residual Certificates.

         

        By
          their
          acceptance of the Certificates, the Holders thereof hereby authorize the
          Trust
          Administrator to adopt such plans of liquidation and to specify the 90-day
          liquidation period for each REMIC created hereunder, which authorization
          shall
          be binding upon all successor Certificateholders.

         

        ARTICLE
          X

        MISCELLANEOUS
          PROVISIONS

         

        Section
          10.01.                                Amendment.

         

        This
          Agreement may be amended from time to time by the Depositor, the Originator,
          the
          Servicer, the Master Servicer, the Trust Administrator, the Custodian and
          the
          Trustee and  without the consent of any of the Certificateholders
          (i) to cure any ambiguity or mistake, (ii) to correct any defective
          provision herein or to supplement any provision herein which may be inconsistent
          with any other provision herein, (iii) to add to the duties of the
          Depositor, the Master Servicer, the Servicer, the Trust Administrator,
          the
          Custodian or the Trustee, (iv) to comply with any requirements in the Code,
          (v)
          to conform the provisions of this Agreement to the descriptions thereof
          in the
          Prospectus Supplement, (vi) to add any other provisions with respect to
          matters or questions arising hereunder or (vii) to modify, alter, amend,
          add to or rescind any of the terms or provisions contained in this Agreement;
          provided, that
          any action pursuant to clause (iii), (vi) or (vii) above (a) that would
          expand the permissible activities of the Trust set

         


        
          
            
            

          

          
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        forth
          in
          Section 2.09 shall not be permitted and (b) shall not, as evidenced by
          an
          Opinion of Counsel (which Opinion of Counsel shall not be an expense of
          the
          Trustee, the Trust Administrator or the Trust Fund), adversely affect in
          any
          material respect the interests of any Certificateholder; provided, further,
          that the
          amendment shall not be deemed to adversely affect in any material respect
          the
          interests of the Certificateholders if the Person requesting the amendment
          obtains a letter from each Rating Agency stating that the amendment would
          not
          result in the downgrading or withdrawal of the respective ratings then
          assigned
          to the Certificates; it being understood and agreed that any such letter
          in and
          of itself will not represent a determination as to the materiality of any
          such
          amendment and will represent a determination only as to the credit issues
          affecting any such rating.  The Trustee, the Depositor, the
          Originator, the Master Service, the Trust Administrator, the Custodian
          and the
          Servicer also may at any time and from time to time amend this Agreement,
          without the consent of the Certificateholders, to modify, eliminate or
          add to
          any of its provisions to such extent as shall be necessary or helpful to
          (i) maintain the qualification of each Trust REMIC under the REMIC
          Provisions, (ii) avoid or minimize the risk of the imposition of any tax on
          any Trust REMIC pursuant to the Code that would be a claim at any time
          prior to
          the final redemption of the Certificates or (iii) comply with any other
          requirements of the Code; provided, that the Trustee and the Trust Administrator
          have been provided an Opinion of Counsel, which opinion shall be an expense
          of
          the party requesting such opinion but in any case shall not be an expense
          of the
          Trustee, the Trust Administrator or the Trust Fund, to the effect that
          such
          action is necessary or helpful to, as applicable, (i) maintain such
          qualification, (ii) avoid or minimize the risk of the imposition of such a
          tax or (iii) comply with any such requirements of the Code.  In
          addition, this Agreement may be amended from time to time by the Depositor,
          the
          Master Servicer, the Trust Administrator, the Originator, the Servicer,
          the
          Custodian and the Trustee to comply with the provisions of Regulation
          AB.

         

        This
          Agreement may also be amended from time to time by the Depositor, the Servicer,
          the Originator, the Master Servicer, the Trust Administrator, the Custodian
          and
          the Trustee with the consent of the Holders of Certificates evidencing
          Percentage Interests aggregating not less than 66 2/3% of each Class of
          Certificates affected thereby for the purpose of adding any provisions
          to or
          changing in any manner or eliminating any of the provisions of this Agreement
          or
          of modifying in any manner the rights of the Holders of Certificates; provided, however,
          that no such
          amendment shall (i) reduce in any manner the amount of, or delay the timing
          of, payments required to be distributed on any Certificate without the
          consent
          of the Holder of such Certificate, (ii) adversely affect in any material
          respect the interests of the Holders of any Class of Certificates in a
          manner
          other than as described in clause (i), without the consent of the Holders
          of
          Certificates of such Class evidencing, as to such Class, Percentage
          Interests aggregating not less than 66 2/3%, or (iii) reduce the aforesaid
          percentages of Certificates the Holders of which are required to consent
          to any
          such amendment, without the consent of the Holders of all such Certificates
          then
          outstanding.

         

        Notwithstanding
          any contrary provision of this Agreement, neither of the Trustee nor the
          Trust
          Administrator shall consent to any amendment to this Agreement unless
          (i) it shall have first received an Opinion of Counsel satisfactory to the
          Trust Administrator, which opinion shall not be an expense of the Trustee,
          the
          Trust Administrator or the Trust Fund, to the effect that such amendment
          will
          not adversely affect in any material respect the interest of any
          Certificateholder and will not cause the imposition of any tax on any Trust
          REMIC or the

         


        
          
            
            

          

          
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        Certificateholders
          or cause any Trust REMIC to fail to qualify as a REMIC at any time that
          any
          Certificates are outstanding and (ii) the party seeking such amendment
          shall have provided written notice to the Rating Agencies (with a copy
          of such
          notice to the Trustee and the Trust Administrator) of such amendment, stating
          the provisions of the Agreement to be amended.

         

        Notwithstanding
          the foregoing provisions of this Section 10.01, with respect to any
          amendment that significantly modifies the permitted activities of the Trustee,
          the Trust Administrator, the Master Servicer or the Servicer, any Certificate
          beneficially owned by the Depositor or any of its Affiliates or by the
          Originator shall be deemed not to be outstanding (and shall not be considered
          when determining the percentage of Certificateholders consenting or when
          calculating the total number of Certificates entitled to consent) for purposes
          of determining if the requisite consents of Certificateholders under this
          Section 10.01 have been obtained.

         

        Promptly
          after the execution of any amendment to this Agreement requiring the consent
          of
          Certificateholders, the Trust Administrator shall furnish written notification
          of the substance or a copy of such amendment to each Certificateholder
          and each
          Rating Agency.

         

        It
          shall
          not be necessary for the consent of Certificateholders under this
          Section 10.01 to approve the particular form of any proposed amendment, but
          it shall be sufficient if such consent shall approve the substance
          thereof.  The manner of obtaining such consents and of evidencing the
          authorization of the execution thereof by Certificateholders shall be subject
          to
          such reasonable regulations as the Trustee may prescribe.

         

        Nothing
          in this Agreement shall require either of the Trustee or the Trust Administrator
          to enter into an amendment which modifies its obligations or liabilities
          without
          its consent and in all cases without receiving an Opinion of Counsel (which
          Opinion shall not be an expense of the Trustee, the Trust Administrator
          or the
          Trust Fund), satisfactory to the Trustee or the Trust Administrator, as
          applicable, that (i) such amendment is permitted and is not prohibited by
          this Agreement and that all requirements for amending this Agreement have
          been
          complied with; and (ii) either (A) the amendment does not adversely
          affect in any material respect the interests of any Certificateholder or
          (B) the conclusion set forth in the immediately preceding clause (A)
          is not required to be reached pursuant to this Section 10.01.

         

        Section
          10.02.                                Recordation
          of Agreement;
          Counterparts.

         

        This
          Agreement is subject to recordation in all appropriate public offices for
          real
          property records in all the counties or other comparable jurisdictions
          in which
          any or all of the properties subject to the Mortgages are situated, and
          in any
          other appropriate public recording office or elsewhere, such recordation
          to be
          effected by the Servicer at the expense of the Trust, but only upon receipt
          of
          an Opinion of Counsel to the effect that such recordation materially and
          beneficially affects the interests of the Certificateholders.

         

        For
          the
          purpose of facilitating the recordation of this Agreement as herein provided
          and
          for other purposes, this Agreement may be executed simultaneously in any
          number
          of counterparts, each of which counterparts shall be deemed to be an original,
          and such counterparts shall constitute but one and the same
          instrument.

         


        
          
            
            

          

          
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        Section
          10.03.                                Governing
          Law.

         

        THIS
          AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
          LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
          IN THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS RULES (EXCEPT
          FOR
          GENERAL OBLIGATIONS LAW 5-1401 WHICH SHALL APPLY HERETO) AND THE OBLIGATIONS,
          RIGHTS AND REMEDIES OF THE PARTIES HERETO AND THE CERTIFICATEHOLDERS SHALL
          BE
          DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         

        Section
          10.04.                                Intention of
          Parties.

         

        It
          is the
          express intent of the parties hereto that the conveyance (i) of the
          Mortgage Loans by the Depositor and (ii) of the Trust Fund by the Depositor
          to the Trustee each be, and be construed as, an absolute sale
          thereof.  It is, further, not the intention of the parties that such
          conveyances be deemed a pledge thereof.  However, in the event that,
          notwithstanding the intent of the parties, such assets are held to be the
          property of the Depositor, as the case may be, or if for any other reason
          this
          Agreement is held or deemed to create a security interest in either such
          assets,
          then (i) this Agreement shall be deemed to be a security agreement within
          the meaning of the Uniform Commercial Code of the State of New York and
          (ii) the conveyances provided for in this Agreement shall be deemed to be
          an assignment and a grant by the Depositor to the Trustee, for the benefit
          of
          the Certificateholders, of a security interest in all of the assets transferred,
          whether now owned or hereafter acquired.

         

        The
          Depositor, for the benefit of the Certificateholders, shall, to the extent
          consistent with this Agreement, take such actions as may be necessary to
          ensure
          that, if this Agreement were deemed to create a security interest in the
          Trust
          Fund, such security interest would be deemed to be a perfected security
          interest
          of first priority under applicable law and will be maintained as such throughout
          the term of the Agreement.  The Depositor shall arrange for filing any
          Uniform Commercial Code continuation statements in connection with any
          security
          interest granted or assigned to the Trustee for the benefit of the
          Certificateholders.

         

        Section
          10.05.                                Notices.

         

        (a)           The
          Trust Administrator shall use its best efforts to promptly provide notice
          to
          each Rating Agency with respect to each of the following of which it has
          actual
          knowledge:

         

        (i)            
          Any material change or amendment to this Agreement;

         

        (ii)           The
          occurrence of any Servicer Event of Default or Master Servicer Event of
          Termination that has not been cured;

         

        (iii)           The
          resignation or termination of the Servicer, the Master Servicer, the Trust
          Administrator or the Trustee and the appointment of any successor;

         


        
          
            
            

          

          
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        (iv)           The
          repurchase or substitution of Mortgage Loans pursuant to Sections 2.03,
          2.07 or 3.28; and

         

        (v)            
          The final payment to Certificateholders.

         

        (b)           The
          Trustee shall use its best efforts to promptly provide notice to each Rating
          Agency of a Master Servicer Event of Termination to the extent it has actual
          knowledge thereof.

         

        (c)           In
          addition, the Trust Administrator shall promptly make available on its
          internet
          website to each Rating Agency copies of each report to Certificateholders
          described in Section 4.03.

         

        All
          directions, demands and notices hereunder shall be in writing (which shall
          include transmission by electronic mail or facsimile) and shall be deemed
          to
          have been duly given when delivered to (a) in the case of the Depositor,
          SunTrust Mortgage Securitization, LLC, 901 Semmes Avenue, Richmond, Virginia
          23224, Attention:
          [              ],
          telecopy number
          [              ]
          or other address as may be hereafter furnished to the other parties hereto
          in
          writing; (b) in the case of the Originator and the Servicer, SunTrust
          Mortgage, Inc., 901 Semmes Avenue, Richmond, Virginia 23224, Attention:
          Robert
          G. Partlow, with a copy to
          [                    ]
          [___________], telecopy number
          [               ],
          or such other address as may be hereafter furnished to the other parties
          hereto
          in writing; (c) in the case of the Trustee,
          [                             ],
          Attention:  [                     ],
          telecopy number
          [                     ],
          or such other address or telecopy number as may hereafter be furnished
          to the
          other parties hereto in writing; (d) in the case of the Trust
          Administrator, its Corporate Trust Office; in the case of the Master Servicer,
          to
          [              ],
          Attention:
          [                              ],
          telecopy number
          [                 ],
          or such other address or telecopy number as may hereafter be furnished
          to the
          other parties hereto in writing; and in the case of the Custodian, to SunTrust
          Bank, 1001 Semmes Avenue, 3rd
          Floor, RVW-4303,
          Richmond, Virginia 23224, Attention:  [Roste Burton, Mortgage Custody
          Services], telecopy number
          [                ];
          or such other address as the Custodian may hereafter furnish to the other
          parties hereto in writing; and (f) in the case of each of the Rating
          Agencies, the address specified therefor in the definition corresponding
          to the
          name of such Rating Agency;

         

        Notices
          to Certificateholders shall be deemed given when mailed, first
          class postage prepaid, to their respective addresses appearing in the
          Certificate Register.

         

        Section
          10.06.                                Severability
          of
          Provisions.

         

        If
          any
          one or more of the covenants, agreements, provisions or terms of this Agreement
          shall be for any reason whatsoever held invalid, then such covenants,
          agreements, provisions or terms shall be deemed severable from the remaining
          covenants, agreements, provisions or terms of this Agreement and shall
          in no way
          affect the validity or enforceability of the other provisions of this Agreement
          or of the Certificates or the rights of the Holders thereof.

         

        Section
          10.07.                                Assignment;
          Sales; Advance
          Facilities.

         

        (a)           Notwithstanding
          anything to the contrary contained herein, except as provided in
          Section 6.02, this Agreement may be assigned by the Servicer with the prior
          written consent of

         


        
          
            
            

          

          
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        the
          Depositor, the Master Servicer, the Trust Administrator and the
          Trustee.  In addition, for so long as the Servicer is acting as the
          Servicer hereunder (i) the Servicer is hereby authorized to enter into an
          advance facility (“Advance Facility”)
          under which (A) the Servicer sells, assigns or pledges to an Advancing
          Person the Servicer’s rights under this Agreement to be reimbursed for any
          P&I Advances or Servicing Advances and/or (B) an Advancing Person
          agrees to fund some or all P&I Advances or Servicing Advances required to be
          made by the Servicer pursuant to this Agreement and (ii) the Servicer is
          hereby authorized to assign its rights to the Servicing Fee; it being understood
          neither the Trust Fund nor any party hereto shall have a right or claim
          (including without limitation any right of offset) to the portion of the
          Servicing Fee so assigned; it being further understood that upon the resignation
          or termination of the Servicer, such Advance Facility (in the case of clause
          (i)) and such assignment (in the case of clause (ii)) shall be
          terminated.  No consent of the Trustee, the Trust Administrator,
          Certificateholders or any other party is required before the Servicer may
          enter
          into an Advance Facility.  Notwithstanding the existence of any
          Advance Facility under which an Advancing Person agrees to fund P&I Advances
          and/or Servicing Advances on the Servicer’s behalf, the Servicer shall remain
          obligated pursuant to this Agreement to make P&I Advances and Servicing
          Advances pursuant to and as required by this Agreement, and shall not be
          relieved of such obligations by virtue of such Advance Facility.

         

        (b)           Reimbursement
          amounts shall consist solely of amounts in respect of P&I Advances and/or
          Servicing Advances made with respect to the Mortgage Loans for which the
          Servicer would be permitted to reimburse itself in accordance with this
          Agreement, assuming the Servicer had made the related P&I Advance(s) and/or
          Servicing Advance(s).

         

        (c)           The
          Servicer shall maintain and provide to any successor Servicer a detailed
          accounting on a loan-by-loan basis as to amounts advanced by, pledged or
          assigned to, and reimbursed to any Advancing Person.  The successor
          Servicer shall be entitled to rely on any such information provided by
          the
          predecessor Servicer, and the successor Servicer shall not be liable for
          any
          errors in such information.

         

        (d)           An
          Advancing Person who purchases or receives an assignment or pledge of the
          rights
          to be reimbursed for P&I Advances and/or Servicing Advances, and/or whose
          obligations hereunder are limited to the funding of P&I Advances and/or
          Servicing Advances shall not be required to meet the criteria for qualification
          of a Subservicer set forth in this Agreement.

         

        (e)           The
          documentation establishing any Advance Facility shall require that such
          reimbursement amounts distributed with respect to each Mortgage Loan be
          allocated to outstanding unreimbursed P&I Advances or Servicing Advances (as
          the case may be) made with respect to that Mortgage Loan on a “first-in, first
          out” (FIFO) basis.  Such documentation shall also require the Servicer
          to provide to the related Advancing Person or its designee loan-by-loan
          information with respect to each such reimbursement amount distributed
          to such
          Advancing Person or Advance Facility trustee on each Distribution Date,
          to
          enable the Advancing Person or Advance Facility trustee to make the FIFO
          allocation of each such reimbursement amount with respect to each Mortgage
          Loan.  The Servicer shall remain entitled to be reimbursed by the
          Advancing Person or Advance Facility trustee for all P&I Advances and
          Servicing Advances

         


        
          
            
            

          

          
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        funded
          by
          the Servicer to the extent the related rights to be reimbursed therefor
          have not
          been sold, assigned or pledged to an Advancing Person.

         

        (f)           Any
          amendment to this Section 10.07 or to any other provision of this Agreement
          that may be necessary or appropriate to effect the terms of an Advance
          Facility
          as described generally in this Section 10.07, including amendments to add
          provisions relating to a successor Servicer, may be entered into by the
          Trustee,
          the Depositor, the Master Servicer, the Trust Administrator and the Servicer
          without the consent of any Certificateholder, notwithstanding anything
          to the
          contrary in this Agreement, provided, that the Trustee and the Trust
          Administrator have been provided an Opinion of Counsel that such amendment
          has
          no material adverse effect on the Certificateholders which opinion shall
          be an
          expense of the party requesting such opinion but in any case shall not
          be an
          expense of the Trustee, the Trust Administrator or the Trust Fund; provided,
          further, that the amendment shall not be deemed to adversely affect in
          any
          material respect the interests of the Certificateholders if the Person
          requesting the amendment obtains a letter from each Rating Agency (instead
          of
          obtaining an Opinion of Counsel) stating that the amendment would not result
          in
          the downgrading or withdrawal of the respective ratings then assigned to
          the
          Certificates; it being understood and agreed that any such rating letter
          in and
          of itself will not represent a determination as to the materiality of any
          such
          amendment and will represent a determination only as to the credit issues
          affecting any such rating.  Prior to entering into an Advance
          Facility, the Servicer shall notify the lender under such facility in writing
          that:  (a) the Advances financed by and/or pledged to the lender
          are obligations owed to the Servicer on a non-recourse basis payable only
          from
          the cash flows and proceeds received under this Agreement for reimbursement
          of
          Advances only to the extent provided herein, and the Trustee, the Trust
          Administrator and the Trust are not otherwise obligated or liable to repay
          any
          Advances financed by the lender; (b) the Servicer will be responsible for
          remitting to the lender the applicable amounts collected by it as reimbursement
          for Advances funded by the lender, subject to the restrictions and priorities
          created in this Agreement; and (c) neither the Trustee nor the Trust
          Administrator shall have any responsibility to track or monitor the
          administration of the financing arrangement between the Servicer and the
          lender.

         

        Section
          10.08.                                Limitation on
          Rights of
          Certificateholders.

         

        The
          death
          or incapacity of any Certificateholder shall not operate to terminate this
          Agreement or the trust created hereby, nor entitle such Certificateholder’s
          legal representative or heirs to claim an accounting or to take any action
          or
          commence any proceeding in any court for a petition or winding up of the
          trust
          created hereby, or otherwise affect the rights, obligations and liabilities
          of
          the parties hereto or any of them.

         

        No
          Certificateholder shall have any right to vote (except as provided herein)
          or in
          any manner otherwise control the operation and management of the Trust
          Fund, or
          the obligations of the parties hereto, nor shall anything herein set forth
          or
          contained in the terms of the Certificates be construed so as to constitute
          the
          Certificateholders from time to time as partners or members of an association;
          nor shall any Certificateholder be under any liability to any third party
          by
          reason of any action taken by the parties to this Agreement pursuant to
          any
          provision hereof.

         


        
          
            
            

          

          
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        No
          Certificateholder shall have any right by virtue or by availing itself
          of any
          provisions of this Agreement to institute any suit, action or proceeding
          in
          equity or at law upon or under or with respect to this Agreement, unless
          such
          Holder previously shall have given to the Trustee a written notice of a
          Servicer
          Event of Default or a Master Servicer Event of Termination and of the
          continuance thereof, as herein provided, and unless the Holders of Certificates
          evidencing not less than 25% of the Voting Rights evidenced by the Certificates
          shall also have made written request to the Trustee to institute such action,
          suit or proceeding in its own name as Trustee hereunder and shall have
          offered
          to the Trustee such reasonable indemnity as it may require against the
          costs,
          expenses, and liabilities to be incurred therein or thereby, and the Trustee,
          for 60 days after its receipt of such notice, request and offer of indemnity
          shall have neglected or refused to institute any such action, suit or
          proceeding; it being understood and intended, and being expressly covenanted
          by
          each Certificateholder with every other Certificateholder and the Trustee,
          that
          no one or more Holders of Certificates shall have any right in any manner
          whatever by virtue or by availing itself or themselves of any provisions
          of this
          Agreement to affect, disturb or prejudice the rights of the Holders of
          any other
          of the Certificates, or to obtain or seek to obtain priority over or preference
          to any other such Holder or to enforce any right under this Agreement,
          except in
          the manner herein provided and for the common benefit of all
          Certificateholders.  For the protection and enforcement of the
          provisions of this Section 10.08, each and every Certificateholder and the
          Trustee shall be entitled to such relief as can be given either at law
          or in
          equity.

         

        Section
          10.09.                                Inspection and
          Audit
          Rights.

         

        The
          Servicer agrees that on 15 days’ prior notice, it will permit any representative
          of the Depositor or the Trustee during such Person’s normal business hours, to
          examine all the books of account, records, reports and other papers of
          such
          Person relating to the Mortgage Loans, to make copies and extracts therefrom,
          to
          cause such books to be audited by independent certified public accountants
          selected by the Depositor, the Master Servicer, the Trust Administrator
          or the
          Trustee and to discuss its affairs, finances and accounts relating to such
          Mortgage Loans with its officers, employees and independent public accountants
          (and by this provision the Servicer hereby authorizes said accountants
          to
          discuss with such representative such affairs, finances and accounts),
          all at
          such reasonable times and as often as may be reasonably
          requested.  Any reasonable out-of-pocket expense of the Servicer
          incident to the exercise by the Depositor, the Master Servicer, the Trust
          Administrator or the Trustee of any right under this Section 10.09 shall be
          borne by the Servicer.

         

        Section
          10.10.                                Certificates
          Nonassessable
          and Fully Paid.

         

        It
          is the
          intention of the Depositor that Certificateholders shall not be personally
          liable for obligations of the Trust Fund, that the interests in the Trust
          Fund
          represented by the Certificates shall be nonassessable for any reason
          whatsoever, and that the Certificates, upon due authentication thereof
          by the
          Certificate Registrar pursuant to this Agreement, are and shall be deemed
          fully
          paid.

         


        
          
            
            

          

          
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        Section
          10.11.                                Waiver of Jury
          Trial.

         

        EACH
          PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT
          PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF
          ANY
          DISPUTE ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY
          SUCH
          DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

         

        ARTICLE
          XI

        REMIC
          PROVISIONS

         

        Section
          11.01.                                REMIC
          Administration.

         

        (a)           The
          Trust Administrator shall elect to treat each REMIC created hereunder as
          a REMIC
          under the Code and, if necessary, under applicable state law.  Each
          such election will be made on Form 1066 or other appropriate federal tax
          or
          information return or any appropriate state return for the taxable year
          ending
          on the last day of the calendar year in which the Certificates are
          issued.  For the purposes of the REMIC election in respect of
          REMIC I, the REMIC I Regular Interests shall be designated as the
          regular interests in REMIC I and the Class R-I Interest shall be designated
          as the residual interest in REMIC I.  The REMIC II Regular
          Interests shall be designated as the regular interests in REMIC II, and the
          Class R-II Interest shall be designated as the residual interest in
          REMIC II.  The REMIC III Regular Interests shall be designated as
          the regular interests or REMIC III, and the Class R-III Interest shall
          be
          designated as the residual interest in REMIC III.  None of the
          Trustee, the Trust Administrator, the Depositor, the Servicer nor the Master
          Servicer shall permit the creation of any “interests” in any REMIC created
          hereunder (within the meaning of Section 860D of the Code) other than those
          designated above.

         

        (b)           The
          Closing Date is hereby designated as the “Startup Day” of each REMIC created
          hereunder within the meaning of Section 860G(a)(9) of the Code.

         

        (c)           The
          Trust Administrator shall pay out of funds on deposit in the Certificate
          Account, any and all expenses relating to any tax audit of the Trust Fund
          (including, but not limited to, any professional fees or any administrative
          or
          judicial proceedings with respect to any REMIC created hereunder that involve
          the Internal Revenue Service or state tax authorities) unless such expenses,
          professional fees or any administrative or judicial proceedings are incurred
          by
          reason of the Trustee’s or the Trust Administrator’s willful misfeasance, bad
          faith or negligence.  The Trust Administrator, as agent for each Trust
          REMIC’s tax matters persons, unless another agent is appointed in such role for
          the Class R Certificates, shall (i) act on behalf of the Trust Fund in
          relation
          to any tax matter or controversy involving any related REMIC created hereunder
          and (ii) represent the Trust Fund in any administrative or judicial proceeding
          relating to an examination or audit by any governmental taxing authority
          with
          respect thereto and will be entitled to reimbursement from the Trust Fund
          for
          any expenses incurred by the Trust Administrator in connection therewith
          unless
          such administrative or judicial proceeding relating to an examination or
          audit
          by any governmental taxing authority is incurred by reason of the Trust
          Administrator’s willful misfeasance, bad faith or negligence.  The
          holder of the largest

         


        
          
            
            

          

          
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        Percentage
          Interest of each Class of Residual Certificates shall be designated, in
          the
          manner provided under Treasury regulations section 1.860F-4(d) and Treasury
          regulations section 301.6231(a)(7)-1, as the tax matters person of the
          related
          REMIC created hereunder.  By its acceptance thereof, the holder of the
          largest Percentage Interest of the Residual Certificates hereby agrees
          to
          irrevocably appoint the Trust Administrator or an Affiliate as its agent
          to
          perform all of the duties of the tax matters person for the Trust Fund
          unless
          another agent is appointed in such role for the Class R
          Certificates.

         

        (d)           The
          Trust Administrator shall prepare and file, and the Trustee shall sign,
          in a
          timely manner all of the federal, state and local tax and information returns
          in
          respect of each REMIC created hereunder.  The expenses of preparing
          and filing such returns shall be borne by the Trust Administrator without
          any
          right of reimbursement for such expenses.  The Servicer shall provide
          on a timely basis to the Trust Administrator or its designee such information
          with respect to the assets of the Trust Fund as is in its possession and
          reasonably required by the Trust Administrator to enable it to perform
          its
          obligations under this Article.

         

        (e)           The
          Trust Administrator shall perform on behalf of each REMIC created hereunder
          all
          reporting and other tax compliance duties that are the responsibility of
          such
          REMIC under the Code, the REMIC Provisions or other compliance guidance
          issued
          by the Internal Revenue Service or any state or local taxing
          authority.  Among its other duties, as required by the Code, the REMIC
          Provisions or other such compliance guidance, the Trust Administrator shall
          provide (i) to any Transferor of a Residual Certificate such information
          as is
          necessary for the application of any tax relating to the transfer of a
          Residual
          Certificate to any Person who is not a Permitted Transferee, (ii) to the
          Certificateholders such information or reports as are required by the Code
          or
          the REMIC Provisions including reports relating to interest, original issue
          discount and market discount or premium (using the Prepayment Assumption
          as
          required) and (iii) to the Internal Revenue Service the name, title, address
          and
          telephone number of the person who will serve as the representative of
          each
          REMIC created hereunder.  The Servicer shall provide on a timely basis
          to the Trust Administrator such information with respect to the assets
          of the
          Trust Fund, including, without limitation, the Mortgage Loans, as is in
          its
          possession and reasonably required by the Trust Administrator to enable
          it to
          perform its obligations under this subsection.  In addition, the
          Depositor shall provide or cause to be provided to the Trust Administrator,
          within ten (10) days after the Closing Date, all information or data that
          the
          Trust Administrator reasonably determines to be relevant for tax purposes
          as to
          the valuations and issue prices of the Certificates, including, without
          limitation, the price, yield, prepayment assumption and projected cash
          flow of
          the Certificates.

         

        (f)           The
          Trust Administrator shall take such action and shall cause each REMIC created
          hereunder to take such action as shall be necessary to create or maintain
          the
          status thereof as a REMIC under the REMIC Provisions (and the Servicer
          and the
          Trustee shall assist the Trust Administrator, to the extent reasonably
          requested
          by the Trust Administrator to do specific actions in order to assist in
          the
          maintenance of such status).  The Trust Administrator shall not take
          any action, cause the Trust Fund to take any action or fail to take (or
          fail to
          cause to be taken) any action that, under the REMIC Provisions, if taken
          or not
          taken, as the case may be, could (i) endanger the status of any REMIC created
          hereunder as a REMIC or (ii) result in the imposition of any tax upon the
          Trust
          Fund (including but not limited to the tax on prohibited

         


        
          
            
            

          

          
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        transactions
          as defined in Section 860F(a)(2) of the Code, the tax on contributions
          to a
          REMIC set forth in Section 860G(d) of the Code) (either (i) or (ii), an
“Adverse REMIC
          Event”)
          unless each of the Trustee and the Trust Administrator has received an
          Opinion
          of Counsel, addressed to the Trustee and the Trust Administrator (at the
          expense
          of the party seeking to take such action but in no event at the expense
          of the
          Trustee or the Trust Administrator) to the effect that the contemplated
          action
          will not, with respect to any REMIC created hereunder, endanger such status
          or
          result in the imposition of such a tax, nor shall the Servicer or the Master
          Servicer take or fail to take any action (whether or not authorized hereunder)
          as to which the Trustee and the Trust Administrator has advised it in writing
          that it has received an Opinion of Counsel to the effect that an Adverse
          REMIC
          Event could occur with respect to such action; provided that the Servicer
          or the
          Master Servicer may conclusively rely on such Opinion of Counsel and shall
          incur
          no liability for its action or failure to act in accordance with such Opinion
          of
          Counsel.  In addition, prior to taking any action with respect to any
          REMIC created hereunder or the respective assets of each, or causing any
          REMIC
          created hereunder to take any action, which is not contemplated under the
          terms
          of this Agreement, the Servicer and the Master Servicer will consult with
          the
          Trust Administrator, with respect to whether such action could cause an
          Adverse
          REMIC Event to occur with respect to any REMIC created hereunder, and neither
          the Servicer nor the Master Servicer shall take any such action or cause
          any
          REMIC created hereunder to take such action as to which the Trust Administrator
          has advised it in writing that an Adverse REMIC Event could occur; provided
          that
          the Servicer and the Master Servicer may conclusively rely on such writing
          and
          shall incur no liability for its action or failure to act in accordance
          with
          such writing.  The Trust Administrator may consult with counsel to
          make such written advice, and the cost of same shall be borne by the party
          seeking to take the action not permitted by this Agreement, but in no event
          shall such cost be an expense of the Trust Administrator.  At all
          times as may be required by the Code, the Trust Administrator will ensure
          that
          substantially all of the assets of each REMIC created hereunder will consist
          of
“qualified mortgages” as defined in Section 860G(a)(3) of the Code and
“permitted investments” as defined in Section 860G(a)(5) of the
          Code.

         

        (g)           In
          the event that any tax is imposed on “prohibited transactions” of any REMIC
          created hereunder as defined in Section 860F(a)(2) of the Code, on the
“net
          income from foreclosure property” of any such REMIC as defined in Section
          860G(c) of the Code, on any contributions to any such REMIC after the Startup
          Day pursuant to Section 860G(d) of the Code, or any other tax is imposed
          by the
          Code or any applicable provisions of state or local tax laws, such tax
          shall be
          charged (i) to the Trustee pursuant to Section 11.03 hereof, if such tax
          arises
          out of or results from a breach by the Trustee of any of its obligations
          herein,
          (ii) to the Trust Administrator pursuant to Section 11.03 hereof, if such
          tax
          arises out of or results from a breach by the Trust Administrator of any
          of its
          obligations herein, (iii) to the Servicer pursuant to Section 11.03 hereof,
          if
          such tax arises out of or results from a breach by the Servicer of any
          of its
          obligations herein, (iv) to the Master Servicer pursuant to Section 11.03
          hereof, if such tax arises out of or results from a breach by the Master
          Servicer of any of its obligations herein, or otherwise (v) against amounts
          on
          deposit in the Certificate Account and shall be paid by withdrawal
          therefrom.

         

        (h)           On
          or before April 15th of each calendar year (other than the calendar year
          during
          which the Closing Date occurs), the Trust Administrator shall deliver to
          the
          Servicer, the

         


        
          
            
            

          

          
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        Depositor
          and each Rating Agency an Officer’s Certificate from a Responsible Officer of
          the Trust Administrator stating, without regard to any actions taken by
          any
          party other than the Trust Administrator, the Trust Administrator’s compliance
          with this Article XI.

         

        (i)           The
          Trust Administrator shall, for federal income tax purposes, maintain books
          and
          records with respect to each REMIC created hereunder on both a calendar
          year
          basis and an accrual basis.

         

        (j)           Following
          the Startup Day, neither the Trustee nor the Trust Administrator shall
          accept
          any contributions of assets to any REMIC created hereunder other than in
          connection with any Qualified Substitute Mortgage Loan delivered in accordance
          with Section 2.03 unless the Trustee and the Trust Administrator shall
          have
          received an Opinion of Counsel to the effect that the inclusion of such
          assets
          in the Trust Fund will not cause the related Trust REMIC to fail to qualify
          as a
          REMIC at any time that any Certificates are outstanding or subject such
          REMIC to
          any tax under the REMIC Provisions or other applicable provisions of federal,
          state and local law or ordinances.

         

        (k)           Neither
          the Trustee, the Trust Administrator, the Master Servicer nor the Servicer
          shall
          enter into any arrangement by which any REMIC created hereunder will receive
          a
          fee or other compensation for services nor permit any such REMIC to receive
          any
          income from assets other than “qualified mortgages” as defined in Section
          860G(a)(3) of the Code or “permitted investments” as defined in Section
          860G(a)(5) of the Code.

         

        (l)           The
          Trust Administrator shall apply for an Employer Identification Number from
          the
          IRS via a Form SS-4 or any other applicable method for all tax entities
          formed
          pursuant to this Agreement and will also file a Form 8811 for each REMIC
          formed
          pursuant to this Agreement.

         

        Section
          11.02.                                Prohibited Transactions
          and
          Activities.

         

        None
          of
          the Depositor, the Servicer, the Master Servicer, the Trust Administrator
          or the
          Trustee shall sell, dispose of or substitute for any of the Mortgage Loans
          (except in connection with (i) the foreclosure of a Mortgage Loan, including
          but
          not limited to, the acquisition or sale of a Mortgaged Property acquired
          by deed
          in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the
          termination of the Trust Fund pursuant to Article IX of this Agreement,
          (iv) a
          substitution pursuant to Article II of this Agreement or (v) a purchase
          of
          Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire
          any
          assets for any REMIC created hereunder (other than REO Property acquired
          in
          respect of a defaulted Mortgage Loan), nor sell or dispose of any investments
          in
          the Collection Account or the Certificate Account for gain, nor accept
          any
          contributions to any REMIC created hereunder after the Closing Date (other
          than
          a Qualified Substitute Mortgage Loan delivered in accordance with Section
          2.03),
          unless it has received an Opinion of Counsel, addressed to the Trustee
          and the
          Trust Administrator (at the expense of the party seeking to cause such
          sale,
          disposition, substitution, acquisition or contribution but in no event
          at the
          expense of the Trustee or the Trust Administrator) that such sale, disposition,
          substitution, acquisition or contribution will not result in an Adverse
          REMIC
          Event.

         


        
          
            
            

          

          
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        Section
          11.03.                                Indemnification.

         

        (a)           The
          Trustee agrees to indemnify, severally and not jointly, the Trust Fund,
          the
          Depositor, the Trust Administrator, the Master Servicer and the Servicer
          for any
          taxes and costs including, without limitation, any reasonable attorneys
          fees
          imposed on or incurred by the Trust Fund, the Depositor, the Trust
          Administrator, the Master Servicer or the Servicer, as a result of a breach
          of
          its respective covenants set forth in this Article XI or negligent performance
          of its duties and obligations set forth herein.

         

        (b)           The
          Servicer agrees to indemnify the Trust Fund, the Depositor, the Master
          Servicer,
          the Trust Administrator and the Trustee for any taxes and costs including,
          without limitation, any reasonable attorneys’ fees imposed on or incurred by the
          Trust Fund, the Depositor, the Master Servicer, the Trust Administrator
          or the
          Trustee, as a result of a breach of the Servicer’s covenants set forth in
          Article III or this Article XI or negligent performance of its duties and
          obligations set forth herein.

         

        (c)           The
          Trust Administrator agrees to indemnify, severally and not jointly, the
          Trust
          Fund, the Depositor, the Trustee and the Servicer for any taxes and costs
          including, without limitation, any reasonable attorneys’ fees imposed on or
          incurred by the Trust Fund, the Depositor, the Trustee or the Servicer,
          as a
          result of a breach of its covenants set forth in this Article XI or negligent
          performance of its duties and obligations set forth herein.

         

        (d)           The
          Master Servicer agrees to indemnify, severally and not jointly, the Trust
          Fund,
          the Depositor, the Trustee, the Trust Administrator and the Servicer for
          any
          taxes and costs including, without limitation, any reasonable attorneys’ fees
          imposed on or incurred by the Trust Fund, the Depositor, the Trustee, the
          Trust
          Administrator or the Servicer, as a result of a breach of its covenants
          set
          forth in this Article IIIA or Article XI or negligent performance of its
          duties
          and obligations set forth herein.

         


        
          
            
            

          

          
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        IN
          WITNESS WHEREOF, the Depositor, the Trustee, the Master Servicer, the Trust
          Administrator, the Sponsor, the Originator, the Servicer and the Custodian
          have
          caused their names to be signed hereto by their respective officers thereunto
          duly authorized as of the day and year first above written.

         

        
          	 	
                  SUNTRUST
                    MORTGAGE

                
	 	
                  SECURITIZATION,
                    LLC,

                
	 	
                  as
                    Depositor

                
	 	 	 
	 	 	 
	 	
                  By:

                	 
	 	 	
                  Name:

                
	 	 	
                  Title:

                
	 	 	 
	 	 
	 	
                  [                                                   ],

                  as
                    Master Servicer and Trust Administrator

                
	 	 	 
	 	 	 
	 	
                  By:

                	 
	 	 	
                  Name:

                
	 	 	
                  Title:

                
	 	 	 
	 	 	 
	 	 	 
	 	
                  [                                                   ],

                  as
                    Trustee

                
	 	 	 
	 	 	 
	 	
                  By:

                	 
	 	 	
                  Name:

                
	 	 	
                  Title:

                
	 	 	 
	 	 	 
	 	
                  SUNTRUST
                    MORTGAGE, INC.,

                
	 	
                  as
                    Sponsor, Originator and Servicer

                
	 	 	 
	 	 	 
	 	
                  By:

                	 
	 	 	
                  Name:

                
	 	 	
                  Title:

                


        

        



        
          
            
            

          

          
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                  SUNTRUST
                    BANK,

                
	 	
                  as
                    Custodian

                
	 	 	 
	 	 	 
	 	
                  By:

                	 
	 	 	
                  Name:

                
	 	 	
                  Title:

                


        

         

         

        (Signature
          Page)



        
          
            
            

          

          
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