ex45.htm


    

      Exhibit
        4.5

       

       

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

       

      SUNTRUST
        MORTGAGE SECURITIZATION, LLC, as Depositor

       

      [_______________],
        as Trust Administrator and Master Servicer

       

      SUNTRUST
        MORTGAGE, INC., as Servicer

       

      STB
        REAL
        ESTATE (GEORGIA), INC., as Seller

       

       

      and

       

      [___________________],
        as Indenture Trustee

       

      ____________________________

       

      TRANSFER
        AND SERVICING AGREEMENT

       

      Dated
        as
        of [_______], 200[  ]

       

      ____________________________

       

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

       

      MORTGAGE-BACKED
        NOTES

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF
        CONTENTS

       

      Page

      
        	
                ARTICLE
                  I 

                 

                DEFINITIONS

              
	
                Section
                  1.01.

              	
                Definitions

              	
                5

              
	
                Section
                  1.02.

              	
                Calculations
                  With Respect to the Mortgage Loans

              	
                38

              
	
                Section
                  1.03.

              	
                Calculations
                  With Respect to Accrued Interest

              	
                38

              
	 	 	 
	
                ARTICLE
                  II 

                 

                CONVEYANCE
                  OF MORTGAGE LOANS

              
	 	 	 
	
                Section
                  2.01.

              	
                Creation
                  and Declaration of Trust Estate; Conveyance of Initial Mortgage
                  Loans

              	
                39

              
	
                Section
                  2.02.

              	
                Acceptance
                  of Trust Estate; Review of Documentation.

              	
                41

              
	
                Section
                  2.03.

              	
                Grant
                  Clause.

              	
                43

              
	
                Section
                  2.04.

              	
                Subsequent
                  Transfers.

              	
                45

              
	
                Section
                  2.05.

              	
                Option
                  to Contribute Derivative Instrument.

              	
                47

              
	 	 	 
	
                
                

                ARTICLE
                  III  

                 

                REPRESENTATIONS
                  AND WARRANTIES

                
                

              
	 	 	 
	
                Section
                  3.01.

              	
                Representations
                  and Warranties of the Depositor and the Seller.

              	
                47

              
	
                Section
                  3.02.

              	
                Discovery
                  of Breach

              	
                49

              
	
                Section
                  3.03.

              	
                Repurchase,
                  Purchase or Substitution of Mortgage Loans.

              	
                50

              
	 	 	 
	
                
                

                ARTICLE
                  IV 

                 

                ADMINISTRATION
                  AND SERVICING OF THE MORTGAGE LOANS BY THE SERVICER

                
                

              
	 	 	 
	
                Section
                  4.01.

              	
                Seller’s
                  Engagement of Servicer to Perform Servicing
                  Responsibilities.

              	
                51

              
	
                Section
                  4.02.

              	
                Servicing
                  of the Mortgage Loans.

              	
                52

              
	
                Section
                  4.03.

              	
                Payments
                  To the Master Servicer.

              	
                64

              
	
                Section
                  4.04.

              	
                General
                  Servicing Procedures.

              	
                67

              
	
                Section
                  4.05.

              	
                Representations,
                  Warranties and Agreements.

              	
                70

              
	
                Section
                  4.06.

              	
                The
                  Servicer .

              	
                76

              
	
                Section
                  4.07.

              	
                Termination
                  for Cause.

              	
                74

              
	
                Section
                  4.08.

              	
                Successor
                  to Servicer Miscellaneous Provisions.

              	
                76

              
	
                Section
                  4.09.

              	
                Miscellaneous
                  Servicing Provisions.

              	
                78

              
	 	 	 
	
                
                

                ARTICLE
                  V

                
                

                ADMINISTRATION
                  AND MASTER SERVICING OF MORTGAGE LOANS BY THE MASTER SERVICER AND
                  THE
                  TRUST ADMINISTRATOR

                
                

              
	 	 	 
	
                Section
                  5.01.

              	
                Duties
                  of the Master Servicer; Representations and Warranties.

              	
                79

              


      


      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      


      


      
        	
                Section
                  5.02.

              	
                Master
                  Servicer Fidelity Bond and Master Servicer Errors and Omissions
                  Insurance
                  Policy.

              	
                81

              
	
                Section
                  5.03.

              	
                Master
                  Servicer’s Financial Statements and Related Information

              	
                82

              
	
                Section
                  5.04.

              	
                Power
                  to Act; Procedures.

              	
                82

              
	
                Section
                  5.05.

              	
                Enforcement
                  of Servicer’s and Master Servicer’s Obligations.

              	
                83

              
	
                Section
                  5.06.

              	
                [Reserved].

              	
                84

              
	
                Section
                  5.07.

              	
                Collection
                  Account.

              	
                84

              
	
                Section
                  5.08.

              	
                Application
                  of Funds in the Collection Account.

              	
                85

              
	
                Section
                  5.09.

              	
                Reports
                  to Indenture Trustee and Noteholders.

              	
                87

              
	
                Section
                  5.10.

              	
                Termination
                  of Servicer; Successor Servicers.

              	
                90

              
	
                Section
                  5.11.

              	
                Master
                  Servicer Liable for Enforcement

              	
                91

              
	
                Section
                  5.12.

              	
                Assumption
                  of Master Servicing by Indenture Trustee.

              	
                91

              
	
                Section
                  5.13.

              	
                [Reserved].

              	
                91

              
	
                Section
                  5.14.

              	
                Release
                  of Mortgage Files.

              	
                91

              
	
                Section
                  5.15.

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

              	
                92

              
	
                Section
                  5.16.

              	
                Opinion

              	
                93

              
	
                Section
                  5.17.

              	
                [Reserved].

              	
                94

              
	
                Section
                  5.18.

              	
                [Reserved].

              	
                94

              
	
                Section
                  5.19.

              	
                [Reserved]

              	
                94

              
	
                Section
                  5.20.

              	
                Indenture
                  Trustee To Retain Possession of Certain Insurance Policies and
                  Documents

              	
                94

              
	
                Section
                  5.21.

              	
                Compensation
                  to the Master Servicer

              	
                94

              
	
                Section
                  5.22.

              	
                [Reserved]

              	
                94

              
	
                Section
                  5.23.

              	
                Reports
                  to the Indenture Trustee.

              	
                94

              
	
                Section
                  5.24.

              	
                Annual
                  Statement of Compliance with Applicable Servicing
                  Criteria.

              	
                95

              
	
                Section
                  5.25.

              	
                Assessment
                  of Compliance and Attestation Reports.

              	
                95

              
	
                Section
                  5.26.

              	
                Merger
                  or Consolidation.

              	
                96

              
	
                Section
                  5.27.

              	
                Resignation
                  of Master Servicer.

              	
                97

              
	
                Section
                  5.28.

              	
                Assignment
                  or Delegation of Duties by the Master Servicer.

              	
                97

              
	
                Section
                  5.29.

              	
                Limitation
                  on Liability of the Master Servicer and Others.

              	
                97

              
	
                Section
                  5.30.

              	
                Indemnification;
                  Third-Party Claims.

              	
                98

              
	
                Section
                  5.31.

              	
                Alternative
                  Index.

              	
                98

              
	
                Section
                  5.32.

              	
                Transfer
                  of Servicing.

              	
                99

              
	 	 	 
	
                
                

                ARTICLE
                  VI

                
                

                DEPOSITS
                  AND PAYMENTS TO HOLDERS

                
                

              
	 	 	 
	
                Section
                  6.01.

              	
                The
                  Collection Account.

              	
                100

              
	
                Section
                  6.02.

              	
                Payments
                  from the Collection Account.

              	
                100

              
	
                Section
                  6.03.

              	
                Net
                  Swap Payments and Net Swap Receipts.

              	
                109

              
	
                Section
                  6.04.

              	
                Control
                  of the Trust Account and Deferred Interest.

              	
                110

              
	
                Section
                  6.05.

              	
                Advances
                  by Master Servicer and Servicer.

              	
                113

              
	
                Section
                  6.06.

              	
                Pre-Funding
                  Account.

              	
                114

              
	
                Section
                  6.07.

              	
                Establishment
                  of Basis Risk Reserve Account.

              	
                115

              


      


      
        
          
          

        

        
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                ARTICLE
                  VII

                
                

                ADMINISTRATION
                  OF THE AGREEMENTS

              
	 	 	 
	
                Section
                  7.01.

              	
                Duties
                  of the Trust Administrator.

              	
                115

              
	
                Section
                  7.02.

              	
                Duties
                  of the Trust Administrator With Respect to the Indenture, the Trust
                  Agreement and this Agreement.

              	
                117

              
	
                Section
                  7.03.

              	
                Records.

              	
                118

              
	
                Section
                  7.04.

              	
                Compensation.

              	
                118

              
	
                Section
                  7.05.

              	
                Additional
                  Information to be Furnished to the Issuing Entity.

              	
                118

              
	
                Section
                  7.06.

              	
                Independence
                  of the Trust Administrator.

              	
                118

              
	
                Section
                  7.07.

              	
                No
                  Joint Venture.

              	
                118

              
	
                Section
                  7.08.

              	
                Other
                  Activities of Trust Administrator and the Depositor.

              	
                119

              
	
                Section
                  7.09.

              	
                Resignation
                  and Removal of Trust Administrator.

              	
                119

              
	
                Section
                  7.10.

              	
                Action
                  upon Termination, Resignation or Removal of the Trust
                  Administrator.

              	
                120

              
	 	 	 
	
                ARTICLE
                  VIII

                
                

                MASTER
                  SERVICER EVENTS OF DEFAULT

              
	 	 	 
	
                Section
                  8.01.

              	
                Master
                  Servicer Events of Default; Indenture Trustee To Act; Appointment
                  of
                  Successor.

              	
                120

              
	
                Section
                  8.02.

              	
                Additional
                  Remedies of Indenture Trustee Upon Event of Default.

              	
                124

              
	
                Section
                  8.03.

              	
                Waiver
                  of Defaults.

              	
                125

              
	
                Section
                  8.04.

              	
                Notification
                  to Holders.

              	
                125

              
	
                Section
                  8.05.

              	
                Directions
                  by Noteholders and Duties of Indenture Trustee During Master Servicer
                  Event of Default.

              	
                125

              
	
                Section
                  8.06.

              	
                Action
                  Upon Certain Failures of the Master Servicer and Upon Master Servicer
                  Event of Default.

              	
                125

              
	
                Section
                  8.07.

              	
                Preparation
                  of Reports.

              	
                126

              
	 	 	 
	
                ARTICLE
                  IX

                
                

                TERMINATION

              
	 	 	 
	
                Section
                  9.01.

              	
                Termination.

              	
                130

              
	
                Section
                  9.02.

              	
                Termination
                  Prior to Maturity Date; and Optional Redemption.

              	
                131

              
	
                Section
                  9.03.

              	
                Certain
                  Notices upon Final Payment.

              	
                131

              
	
                Section
                  9.04.

              	
                Beneficiaries.

              	
                132

              
	 	 	 
	
                ARTICLE
                  X

                
                

                MISCELLANEOUS
                  PROVISIONS

              
	 	 	 
	
                Section
                  10.01.

              	
                Binding
                  Nature of Agreement; Assignment.

              	
                132

              
	
                Section
                  10.02.

              	
                Entire
                  Agreement.

              	
                132

              
	
                Section
                  10.03.

              	
                Amendment.

              	
                132

              
	
                Section
                  10.04.

              	
                Acts
                  of Noteholders.

              	
                133

              
	
                Section
                  10.05.

              	
                Recordation
                  of Agreement.

              	
                133

              


      


      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      


      


      
        	
                Section
                  10.06.

              	
                Governing
                  Law.

              	
                134

              
	
                Section
                  10.07.

              	
                Notices.

              	
                134

              
	
                Section
                  10.08.

              	
                Severability
                  of Provisions.

              	
                135

              
	
                Section
                  10.09.

              	
                Indulgences;
                  No Waivers.

              	
                135

              
	
                Section
                  10.10.

              	
                Headings
                  Not To Affect Interpretation.

              	
                136

              
	
                Section
                  10.11.

              	
                Benefits
                  of Agreement.

              	
                136

              
	
                Section
                  10.12.

              	
                Special
                  Notices to the Rating Agencies.

              	
                136

              
	
                Section
                  10.13.

              	
                Counterparts.

              	
                137

              
	
                Section
                  10.14.

              	
                Execution
                  by the Issuing Entity.

              	
                137

              


      

      



      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      


      ATTACHMENTS

       

      
        	
                Exhibit
                  A- 1

              	
                Form
                  of Initial Certification

              
	
                Exhibit
                  A-2

              	
                Form
                  of Interim Certification

              
	
                Exhibit
                  A-3

              	
                Form
                  of Final Certification

              
	
                Exhibit
                  A-4

              	
                Form
                  of Endorsement

              
	
                Exhibit
                  B-1

              	
                Form
                  of Swap Agreement

              
	
                Exhibit
                  B-2

              	
                [RESERVED]

              
	
                Exhibit
                  C

              	
                Form
                  of Lost Note Affidavit

              
	
                Exhibit
                  D

              	
                Custodial
                  Agreement

              
	
                Exhibit
                  E

              	
                Custodial
                  Account Letter Agreement

              
	
                Exhibit
                  F

              	
                Escrow
                  Account Letter Agreement

              
	
                Exhibit
                  G-1

              	
                Form
                  of Monthly Remittance Advice

              
	
                Exhibit
                  G-2

              	
                Standard
                  Layout For Monthly Defaulted Loan Report

              
	
                Exhibit
                  G-3

              	
                Form
                  332 Realized Loss Report

              
	
                Exhibit
                  H

              	
                JPM
                  Form of Sarbanes Back-up Certification

              
	
                Exhibit
                  I

              	
                Form
                  of Subsequent Transfer Agreement

              
	
                Exhibit
                  J

              	
                Subsequent
                  Mortgage Loan Criteria

              
	
                Exhibit
                  K

              	
                Fannie
                  Mae Guide Announcement 95-19

              
	
                Exhibit
                  L

              	
                Relevant
                  Servicing Criteria

              
	
                Exhibit
                  M-1

              	
                Additional
                  10-D Disclosure

              
	
                Exhibit
                  M-2

              	
                Additional
                  10-K Disclosure

              
	
                Exhibit
                  M-3

              	
                Additional
                  8-K Disclosure

              
	
                Exhibit
                  M-4

              	
                Additional
                  Disclosure Notification

              
	
                Schedule
                  A

              	
                Mortgage
                  Loan Schedule

              


      

      



      
        
          
          

        

        
          v

          
            

          

        

        
          
          

        

      


      This
        TRANSFER AND SERVICING AGREEMENT, dated as of [___________], 200[ ] (the
        “Agreement” or the “Transfer and Servicing Agreement”), is by and among SUNTRUST
        [      ] TRUST, SERIES 200[ ]-[__], a Delaware
        statutory trust, as issuing entity (the “Issuing Entity”), SUNTRUST MORTGAGE
        SECURITIZATION, LLC, a Delaware limited liability company, as depositor (the
        “Depositor”), [_________________], as indenture trustee (the “Indenture
        Trustee”), [_____________], as trust administrator (the “Trust Administrator”)
        and master servicer (the “Master Servicer”), SUNTRUST MORTGAGE, INC., as
        servicer (the “Servicer”) and STB REAL ESTATE (GEORGIA), INC., as seller (the
“Seller”).

       

      PRELIMINARY
        STATEMENT

       

      WHEREAS,
        the Depositor has acquired all of the rights, title and interest of the Seller
        in certain conventional, adjustable rate and fixed rate, residential mortgage
        loans identified in Schedule A hereto (the “Mortgage Loans”) on a
        servicing-retained basis from the Seller pursuant to the Mortgage Loan Purchase
        Agreement, and at the Closing Date is the owner of the Mortgage Loans and
        the
        other property being conveyed by it to the Issuing Entity hereunder for
        inclusion in the Trust Estate;

       

      WHEREAS,
        the Depositor has duly authorized the execution and delivery of this Agreement
        to provide for the conveyance to the Issuing Entity of the Mortgage Loans
        and
        the other property constituting the Trust Estate;

       

      WHEREAS,
        on the Closing Date, the Depositor will acquire the Notes from the Issuing
        Entity as consideration for its transfer to the Issuing Entity of the Mortgage
        Loans and the other property constituting the Trust Estate;

       

      WHEREAS,
        pursuant to the Indenture, the Issuing Entity will pledge the Mortgage Loans
        and
        the other property constituting the Trust Estate to the Indenture Trustee
        as
        security for the Notes and each Swap Agreement;

       

      WHEREAS,
        the Servicer, the Seller, the Indenture Trustee, the Master Servicer and
        the
        Trust Administrator have agreed pursuant to this Agreement that the Servicer
        shall service the Mortgage Loans beginning on the Closing Date pursuant to
        this
        Agreement;

       

      WHEREAS,
        the Master Servicer shall be obligated under this Agreement, among other
        things,
        to supervise the servicing of the Mortgage Loans on behalf of the Indenture
        Trustee, and shall have the right, under certain circumstances, to terminate
        the
        rights and obligations of the Servicer under this Agreement upon the occurrence
        and continuance of a Servicing Event of Default as provided herein;

       

      WHEREAS,
        the parties hereto acknowledge and agree that, at the direction of the
        Depositor, the Seller will assign all of its rights with respect to the Mortgage
        Loans (other than the servicing rights) to the Indenture Trustee, and that
        each
        reference herein to the Seller is intended, unless otherwise specified, to
        mean
        the Seller or the Indenture Trustee, as assignee of the Seller.

       

      WHEREAS,
        the Issuing Entity has entered into certain agreements in connection with
        the
        issuance of the Notes, including (i) the Depository Agreement and (ii) the
        Indenture (the

       


      
        
          
          

        

        
          
            

          

        

        
          
          

        

      


      Depository
        Agreement, the Indenture and the Trust Agreement being hereinafter referred
        to
        collectively as the “Related Agreements”);

       

      WHEREAS,
        pursuant to the Related Agreements, the Issuing Entity is required to perform
        certain duties in connection with (a) the Notes and the collateral therefor
        pledged pursuant to the Indenture (the “Collateral”) and (b) the undivided
        subordinate beneficial ownership interest in the Issuing Entity represented
        by
        the Ownership Certificate;

       

      WHEREAS,
        the Issuing Entity desires to have the Trust Administrator perform certain
        of
        the duties of the Issuing Entity referred to in the preceding clause, and
        to
        provide such additional services consistent with the terms of this Agreement
        and
        the Related Agreements as the Issuing Entity or the Owner Trustee may from
        time
        to time reasonably request; and

       

      WHEREAS,
        the Trust Administrator has the capacity to provide the services required
        hereby
        and is willing to perform such services for the Issuing Entity or the Owner
        Trustee on the terms set forth herein.

       

      NOW,
        THEREFORE, in consideration of the mutual agreements herein contained, the
        parties hereto agree as follows:

       

      The
        following table sets forth (or describes) the Class designation, Interest
        Rate,
        initial Class Principal Amount and minimum denomination for each Class of
        Notes
        issued pursuant to the Indenture.

       

      
        	
                
                  
                  

                  Class

                  Designation

                

              	
                
                  
                  

                  
                  

                  Interest
                    Rate

                

              	
                
                  Initial

                  Security
                    Principal

                  Amount

                

              	
                
                  
                  

                  Minimum

                  Denominations

                

              
	
                Class
                  1-A

              	
                (1)

              	
                $

              	 
	
                Class
                  2-A1

              	
                (2)

              	
                $

              	 
	
                Class
                  2-A2

              	
                (3)

              	
                $

              	 
	
                Class
                  2-A3

              	
                (4)

              	
                $

              	 
	
                Class
                  M1

              	
                (5)

              	
                $

              	 
	
                Class
                  M2

              	
                (6)

              	
                $

              	 
	
                Class
                  M3

              	
                (7)

              	
                $

              	 
	
                Class
                  M4

              	
                (8)

              	
                $

              	 
	
                Class
                  M5

              	
                (9)

              	
                $

              	 
	
                Class
                  M6

              	
                (10)

              	
                $

              	 
	
                Class
                  M7

              	
                (11)

              	
                $

              	 


      

       

      
        	
                (1)

              	
                The
                  Interest Rate with respect to any Payment Date (and the related
                  Accrual
                  Period) for the Class 1-A Notes is the per annum rate equal to
                  the least
                  of (i) LIBOR plus ____% per annum, (ii) the Available Funds Rate
                  and (iii)
                  the Fixed Rate Cap for such Payment Date; provided, that the per
                  annum
                  rate calculated pursuant to clause (i) above with respect to the
                  Class 1-A
                  Notes will be equal to LIBOR plus ____% per annum beginning on
                  the Stepup
                  Date and each Payment Date thereafter.


              


      

       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


       

      
        	
                (2)

              	
                The
                  Interest Rate with respect to any Payment Date (and the related
                  Accrual
                  Period) for the Class 2-A1 Notes is the per annum rate equal to
                  the least
                  of (i) LIBOR plus ____% per annum, (ii) the Available Funds Rate
                  and (iii)
                  the Fixed Rate Cap for such Payment Date; provided, that
                  the per
                  annum rate calculated pursuant to clause (i) above with respect
                  to the
                  Class 2-A1 Notes will be equal to LIBOR plus ____% per annum beginning
                  on
                  the Stepup Date and each Payment Date thereafter.
                  

              


      

       

      
        	
                (3)

              	
                The
                  Interest Rate with respect to any Payment Date (and the related
                  Accrual
                  Period) for the Class 2-A2 Notes is the per annum rate equal to
                  the least
                  of (i) LIBOR plus ____% per annum, (ii) the Available Funds Rate
                  and (iii)
                  the Fixed Rate Cap for such Payment Date; provided, that
                  the per
                  annum rate calculated pursuant to clause (i) above with respect
                  to the
                  Class 2-A2 Notes will be equal to LIBOR plus ____% per annum beginning
                  on
                  the Stepup Date and each Payment Date thereafter.
                  

              


      

       

      
        	
                (4)

              	
                The
                  Interest Rate with respect to any Payment Date (and the related
                  Accrual
                  Period) for the Class 2-A3 Notes is the per annum rate equal to
                  the least
                  of (i) LIBOR plus [____]% per annum, (ii) the Available Funds Rate
                  and
                  (iii) the Fixed Rate Cap for such Payment Date; provided, that
                  the per
                  annum rate calculated pursuant to clause (i) above with respect
                  to the
                  Class 2-A3 Notes will be equal to LIBOR plus [____]%.
                  

              


      

       

      
        	
                (5)

              	
                The
                  Interest Rate with respect to any Payment Date (and the related
                  Accrual
                  Period) for the Class M1 Notes is the per annum rate equal to the
                  least of
                  (i) LIBOR plus 0.430% per annum, (ii) the Available Funds Rate
                  and (iii)
                  the Fixed Rate Cap for such Payment Date; provided, that
                  the per
                  annum rate calculated pursuant to clause (i) above with respect
                  to the
                  Class M1 Notes will be equal to LIBOR plus [____]% per annum beginning
                  on
                  the Stepup Date and each Payment Date thereafter.
                  

              


      

       

      
        	
                (6)

              	
                The
                  Interest Rate with respect to any Payment Date (and the related
                  Accrual
                  Period) for the Class M2 Notes is the per annum rate equal to the
                  least of
                  (i) LIBOR plus ____% per annum, (ii) the Available Funds Rate and
                  (iii)
                  the Fixed Rate Cap for such Payment Date; provided, that
                  the per
                  annum rate calculated pursuant to clause (i) above with respect
                  to the
                  Class M2 Notes will be equal to LIBOR plus ____% per annum beginning
                  on
                  the Stepup Date and each Payment Date thereafter.
                  

              


      

       

      
        	
                (7)

              	
                The
                  Interest Rate with respect to any Payment Date (and the related
                  Accrual
                  Period) for the Class M3 Notes is the per annum rate equal to the
                  least of
                  (i) LIBOR plus ____% per annum, (ii) the Available Funds Rate and
                  (iii)
                  the Fixed Rate Cap for such Payment Date; provided, that
                  the per
                  annum rate calculated pursuant to clause (i) above with respect
                  to the
                  Class M3 Notes will be equal to LIBOR plus ____% per annum beginning
                  on
                  the Stepup Date and each Payment Date thereafter.
                  

              


      

       

      
        	
                (8)

              	
                The
                  Interest Rate with respect to any Payment Date (and the related
                  Accrual
                  Period) for the Class M4 Notes is the per annum rate equal to the
                  least of
                  (i) LIBOR plus ____% per annum, (ii) the Available Funds Rate and
                  (iii)
                  the Fixed Rate Cap for such Payment Date; provided, that
                  the per
                  annum rate calculated pursuant to clause (i) above with respect
                  to the
                  Class M4 Notes will be equal to LIBOR plus ____% per annum beginning
                  on
                  the Stepup Date and each Payment Date thereafter.
                  

              


      

       


      
        
          
          

        

        
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                (9)

              	
                The
                  Interest Rate with respect to any Payment Date (and the related
                  Accrual
                  Period) for the Class M5 Notes is the per annum rate equal to the
                  least of
                  (i) LIBOR plus____% per annum, (ii) the Available Funds Rate and
                  (iii) the
                  Fixed Rate Cap for such Payment Date; provided, that
                  the per
                  annum rate calculated pursuant to clause (i) above with respect
                  to the
                  Class M5 Notes will be equal to LIBOR plus ____% per annum beginning
                  on
                  the Stepup Date and each Payment Date thereafter.
                  

              


      

       

      
        	
                (10)

              	
                The
                  Interest Rate with respect to any Payment Date (and the related
                  Accrual
                  Period) for the Class M6 Notes is the per annum rate equal to the
                  least of
                  (i) LIBOR plus ____% per annum, (ii) the Available Funds Rate and
                  (iii)
                  the Fixed Rate Cap for such Payment Date; provided, that
                  the per
                  annum rate calculated pursuant to clause (i) above with respect
                  to the
                  Class M6 Notes will be equal to LIBOR plus ____% per annum beginning
                  on
                  the Stepup Date and each Payment Date thereafter.
                  

              


      

       

      
        	
                (11)

              	
                The
                  Interest Rate with respect to any Payment Date (and the related
                  Accrual
                  Period) for the Class M7 Notes is the per annum rate equal to the
                  least of
                  (i) LIBOR plus ____% per annum, (ii) the Available Funds Rate and
                  (iii)
                  the Fixed Rate Cap for such Payment Date; provided, that
                  the per
                  annum rate calculated pursuant to clause (i) above with respect
                  to the
                  Class M7 Notes will be equal to LIBOR plus ____% per annum beginning
                  on
                  the Stepup Date and each Payment Date thereafter.
                  

              


      

       


      
        
          
          

        

        
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      ARTICLE
        I

          
        

      DEFINITIONS

       

      Section
        1.01. Definitions.  The
        following words and phrases, unless the context otherwise requires, shall
        have
        the following meanings:

       

      Accountant:  A
        Person engaged in the practice of accounting who (except when this Agreement
        provides that an Accountant must be Independent) may be employed by or
        affiliated with the Depositor or an Affiliate of the Depositor.

       

      Accounts:  Any
        or all of the Custodial Accounts, Escrow Accounts, Collection Account, Basis
        Risk Reserve Account, Pre-Funding Account and any other accounts created
        or
        maintained by the Trust Administrator or the Servicer pursuant to this
        Agreement.

       

      Accrual
        Period:  With respect to any Payment Date and any Class of
        Notes, the period beginning on the Payment Date in the calendar month
        immediately preceding the month in which the related Payment Date occurs
        (or, in
        the case of the first Payment Date, beginning on the Closing Date) and ending
        on
        the day immediately preceding the related Payment Date.

       

      Addition
        Notice:  The notice given pursuant to Section 2.04 with respect
        to the transfer of Subsequent Mortgage Loans to the Trust pursuant to such
        Section.

       

      Additional
        Form 10-D
        Disclosure:  has the meaning set forth in Section
        8.7(b)(i).

       

      Additional
        Form 10-K
        Disclosure:  has the meaning set forth in Section
        8.07(c)(ii).

       

      Additional
        Servicer:  means (i) each affiliated servicer meeting the
        requirements of Item 1108(a)(2)(ii) of Regulation AB that Services any of
        the
        Mortgage Loans, and (ii) each unaffiliated servicer meeting the requirements
        of
        Item 1108(a)(2)(iii) of Regulation AB (other than the Trustee), who Services
        10%
        or more of the Mortgage Loans.

       

      Advance:  With
        respect to each Servicer Remittance Date and each Mortgage Loan, an amount
        equal
        to the Scheduled Payment (with the interest portion of such Scheduled Payment
        adjusted to the Net Mortgage Rate) that was due on the Mortgage Loan on the
        Due
        Date in the related Due Period, and that (i) was delinquent at the close
        of
        business on the related Determination Date and (ii) was not the subject of
        a
        previous Monthly Advance, but only to the extent that such amount is expected,
        in the reasonable judgment of the Servicer or Master Servicer, as applicable,
        to
        be recoverable from collections or other recoveries in respect of such Mortgage
        Loan.

       

      Affiliate:  With
        respect to any specified Person, any other Person controlling or controlled
        by
        or under common control with such specified Person.  For the purposes
        of this definition, “control” when used with respect to any specified Person
        means the power to direct the management and policies of such Person, directly
        or indirectly, whether through the

       


      
        
          
          

        

        
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      ownership
        of voting securities, by contract or otherwise; and the terms “controlling” and
“controlled” have meanings correlative to the foregoing.

       

      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.

       

      Aggregate
        Expense
        Rate:  With respect to any Mortgage Loan, the sum of the
        applicable Servicing Administration Fee Rate and the applicable Master Servicing
        Fee Rate.

       

      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
        such
        date.

       

      Aggregate
        Overcollateralization Release Amount:  With respect to any
        Payment Date, the lesser of (x) the sum of the Principal Funds of each Mortgage
        Group for such Payment Date and (y) the amount, if any, by which (1) the
        Overcollateralization Amount for such Payment Date (calculated for this purpose
        on the basis of the assumption that 100% of the aggregate of the Principal
        Funds
        of both Mortgage Groups for such date is applied on such Payment Date in
        reduction of the aggregate of the Note Principal Amounts of the related Notes)
        exceeds (2) the Targeted Overcollateralization Amount for such Payment
        Date.

       

      Agreement:  This
        Agreement and all amendments and supplements hereto.

       

      Ancillary
        Income:  All income derived from the Mortgage Loans, excluding
        Servicing Administration Fees and Master Servicing Fees attributable to the
        Mortgage Loans and other amounts treated as payment proceeds of the Mortgage
        Loans, including but not limited to, late charges, fees received with respect
        to
        checks or bank drafts returned by the related bank for non-sufficient funds,
        assumption fees, optional insurance administrative fees and all other incidental
        fees and charges.

       

      Appraised
        Value:  With respect to any Mortgage Loan, the amount set forth
        in an appraisal made in connection with the origination of such Mortgage
        Loan as
        the value of the related Mortgaged Property.

       

      Assignment
        of
        Mortgage:  An assignment of the Mortgage, notice of transfer or
        equivalent instrument, in recordable form, sufficient under the laws of the
        jurisdiction wherein the related Mortgaged Property is located to reflect
        the
        assignment of the Mortgage to the Indenture Trustee for the benefit of
        Noteholders and the Swap Counterparty, which assignment, notice of transfer
        or
        equivalent instrument may be in the form of one or more blanket assignments
        covering the Mortgage Loans secured by Mortgaged Properties located in the
        same
        jurisdiction, if permitted by law; provided, however, that
        neither the Issuing Entity nor the Indenture Trustee shall be responsible
        for
        determining whether any such assignment is in recordable form.

       

      Authorized
        Officer:  Any Person who may execute an Officer’s Certificate
        on behalf of the Issuing Entity.

       


      
        
          
          

        

        
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      Available
        Funds
        Rate:  With respect to any Payment Date and for any Class of
        Notes, a per annum rate equal to the quotient of (a) the excess, if any,
        of (1)
        the sum of (A) Interest Funds for Group 1 and (B)  Interest Funds for
        Group 2, over (2) any Net Swap Payments payable to the Swap Counterparty
        for
        such Payment Date pursuant to Section 6.02(b)(i) or Section 6.02(c)(i) hereof,
        as applicable, divided by (b) the product of (i) the sum of the Class Principal
        Amounts of the Class 1-A, Class 2-A1, Class 2-A2, Class 2-A3, Class M1, Class
        M2, Class M3, Class M4, Class M5, Class M6 and Class M7 Notes before taking
        into
        account any payments of principal on such Payment Date, and (ii) a fraction,
        the
        numerator of which is the actual number of days in the related Accrual Period
        and the denominator of which is 360.

       

      Available
        Funds
        Shortfall:  With respect to any Class of Notes and any Payment
        Date, the sum of (a) the excess, if any, of (i) the amount that would have
        been
        the Current Interest for such Class had the Interest Rate for such Class
        been
        determined without regard to the Available Funds Rate over (ii) the actual
        amount of Current Interest for such Class, plus (b) any excess described
        in
        clause (a) above and interest described in clause (c) below for any prior
        Payment Date that remains unpaid, plus (c) interest accrued during the Accrual
        Period related to such Payment Date on the amount described in clause (b)
        above
        at the Interest Rate applicable to such Class, determined without regard
        to the
        Available Funds Rate.

       

      Bankruptcy:  As
        to any Person, the making of an assignment for the benefit of creditors,
        the
        filing of a voluntary petition in bankruptcy, adjudication as a bankrupt
        or
        insolvent, the entry of an order for relief in a bankruptcy or insolvency
        proceeding, the seeking of reorganization, arrangement, composition,
        readjustment, liquidation, dissolution or similar relief, or seeking, consenting
        to or acquiescing in the appointment of a trustee, receiver or liquidator,
        dissolution, or termination, as the case may be, of such Person pursuant
        to the
        provisions of either the United States Bankruptcy Code of 1986, as amended,
        or
        any other similar state laws.

       

      Bankruptcy
        Code:  The United States Bankruptcy Code of 1986, as
        amended.

       

      Basis
        Risk Reserve
        Account:  A separate account established and maintained by the
        Trust Administrator for the benefit of the Noteholders pursuant to Section
        6.07.

       

      Benefit
        Plan Opinion:
        An Opinion of Counsel satisfactory to the Owner Trustee and the Certificate
        Registrar to the effect that any proposed transfer of Certificates will not
        (i)
        cause the assets of the Trust Estate to be regarded as plan assets for purposes
        of the Plan Asset Regulations or (ii) give rise to any fiduciary duty on
        the
        part of the Depositor or the Indenture Trustee.

       

      Book-Entry
        Notes:  As defined in the Indenture.

       

      Business
        Day:  Any day other than (i) a Saturday or a 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 Indenture Trustee’s and Trust Administrator’s operations are located,
        are authorized or obligated by law or executive order to be closed.

       

      Certificate:  The
        Ownership Certificate.

       

      Certificateholder:  Any
        registered holder of the Ownership Certificate.

       


      
        
          
          

        

        
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      Certificate
        Registrar:  As defined in the Trust Agreement, the initial
        Certificate Registrar shall be the Trust Administrator.

       

      Certification
        Parties:  has the meaning set forth in Section
        8.07(c)(v).

       

      Certifying
        Person:  has the meaning set forth in Section
        8.07(c)(v).

       

      Civil
        Relief
        Act:  The Servicemembers Civil Relief Act, as such may be
        amended from time to time, and any similar state laws.

       

      Class:  All
        Notes bearing the same class designation.

       

      Class
        A
        Notes:  Collectively, the Class 1-A, Class 2-A1, Class 2-A2 and
        Class 2-A3 Notes.

       

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

       

      Class
        Principal
        Amount:  With respect to each Class of Notes, the aggregate of
        the Note Principal Amounts of all Notes of such Class at the date of
        determination.

       

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

       

      Closing
        Date:  [                          ],
        200[ ].

       

      Code:  The
        Internal Revenue Code of 1986, as amended, and as it may be further amended
        from
        time to time, any successor statutes thereto, and applicable U.S. Department
        of
        Treasury regulations issued pursuant thereto in temporary or final
        form.

       

      Collateral:  As
        defined in the Indenture.

       

      Collection
        Account:  A separate account established and maintained by the
        Trust Administrator pursuant to Section 5.07.

       

      Commission:  means
        the U.S. Securities and Exchange Commission.

       

      Compensating
        Interest
        Payment:  With respect to any Payment Date, an amount equal to
        the lesser of (x) the aggregate Prepayment Interest Shortfall Amount with
        respect to such Payment Date and (y) the Servicing Administration Fee payable
        to
        the Servicer, or, to the extent provided in Section 5.21, the aggregate Master
        Servicing Fee payable to the Master Servicer, with respect to the Master
        Servicer, each in respect of such Payment Date.

       

      Condemnation
        Proceeds:  All awards of settlements in respect of a Mortgaged
        Property, whether permanent or temporary, partial or entire, by exercise
        of the
        power of eminent domain or condemnation, to the extent not required to be
        released to a Mortgagor in accordance with the terms of the related Mortgage
        Loan documents.

       


      
        
          
          

        

        
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      Control:  The
        meaning specified in Section 8-106 of the New York UCC.

       

      Controlling
        Person:  means, with respect to any Person, any other Person
        who “controls” such Person within the meaning of the Securities
        Act.

       

      Conventional
        Loan:  A Mortgage Loan that is not insured by the United States
        Federal Housing Administration or guaranteed by the United States Department
        of
        Veterans Affairs.

       

      Corporate
        Trust
        Office:  With respect to (i) the Trust Administrator, the
        principal corporate trust office of the Trust Administrator at which, at
        any
        particular time, its corporate trust business shall be administered, which
        office at the date of execution of this Agreement for purposes of transfers
        and
        exchanges and for presentment and surrender of the Notes and for payment
        thereof
        is located at [_________________________], and for all other purposes is
        located
        at  [_________________________]; (ii) the Certificate Registrar, the
        principal office of the Certificate Registrar at which at any particular
        time
        its corporate trust business shall be administered, which office at the date
        of
        execution of this Agreement is located at the Corporate Trust Office of the
        Trust Administrator, or at such other address as the Certificate Registrar
        may
        designate from time to time by notice to the Noteholder, the Trust and the
        Swap
        Counterparty, or the principal corporate trust office of any successor
        Certificate Registrar at the address designated by such successor Certificate
        Registrar by notice to the Noteholders, the Trust and the Swap Counterparty;
        and
        (iii) the Indenture Trustee, the principal office of the Indenture Trustee
        at
        which at any particular time its corporate trust business shall be administered,
        which office at the date of execution of this Agreement is located
        at  [_________________________], or at such other address as the
        Indenture Trustee may designate from time to time by notice to the Noteholders,
        the Trust and the Swap Counterparty, or the principal corporate trust office
        of
        any successor Indenture Trustee at the address designated by such successor
        Indenture Trustee by notice to the Noteholders, the Trust and the Swap
        Counterparty.

       

      Current
        Interest:  With respect to any Class of Notes and any Payment
        Date, will equal the aggregate amount of interest accrued at the applicable
        Interest Rate during the related Accrual Period on the Class Principal Amount
        of
        such Class immediately prior to such Payment Date, provided, however,
        that for any Class
        of Class M Notes and for any Payment Date, Current Interest shall be reduced
        by
        the amount specified in clause (a) of the definition of Deferred Interest
        (calculated for purposes of this definition with the imposition of the Available
        Funds Rate), if any, for such Class and Payment Date.

       

      Custodial
        Account:  The separate custodial account (other than an Escrow
        Account) established and maintained by the Servicer pursuant to Section 4.02(d)
        of this Agreement.

       

      Custodial
        Agreement:  The custodial agreement relating to the custody of
        certain of the Mortgage Loans, substantially in the form attached as Exhibit
        D
        hereto, between the Custodian, the Issuing Entity and the Indenture Trustee,
        as
        acknowledged by the Seller, the Depositor, the Master Servicer, the Trust
        Administrator, and the Servicer, dated as of [_____________], 200[
        ].

       

      Custodian:  The
        custodian appointed by the Indenture Trustee pursuant to the Custodial
        Agreement, and any successor thereto.  The initial Custodian is
        [_____________].

       


      
        
          
          

        

        
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      Cut-off
        Date:  With respect to the Initial Mortgage Loans, the Initial
        Cut-off Date, and with respect to the Subsequent Mortgage Loans, the Subsequent
        Cut-off Date.

       

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

       

      Debt
        Service
        Reduction:  With respect to any Mortgage Loan, a reduction of
        the Scheduled Payment that the related Mortgagor is obligated to pay on any
        Due
        Date as a result of any proceeding under Bankruptcy law or any similar
        proceeding.

       

      Deferred
        Interest:  For any Class of Class M Notes and any Payment Date,
        the sum of (a) the aggregate amount of interest accrued at the applicable
        Interest Rate (determined without regard to the Available Funds Rate) during
        the
        related Accrual Period on the Principal Deficiency Amount for the Class,
        (b) any
        amounts due pursuant to clause (a) and interest described in clause (c) below
        for such Class for prior Payment Dates that remain unpaid and (c) interest
        accrued during the Accrual Period related to such Payment Date on the amount
        in
        clause (b) at the Interest Rate applicable to such Class determined without
        regard to the Available Funds Rate.

       

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

       

      Deleted
        Mortgage
        Loan:  A Mortgage Loan that is repurchased from the Trust
        Estate pursuant to the terms hereof or as to which one or more Qualifying
        Substitute Mortgage Loans are substituted therefor.

       

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

       

      Depository
        Agreement:  The agreement dated [_____________], 200[ ], among
        the Issuing Entity, the Indenture Trustee and The Depository Trust Company,
        as
        the initial Clearing Agency, relating to the Book-Entry Notes.

       

      Determination
        Date:  With respect to each Payment Date, the 15th day of the
        month in which such Payment Date occurs, or, if such 15th day is not a Business
        Day, the next succeeding Business Day.

       

      Due
        Date:  The day of the calendar month on which the Scheduled
        Payment is due on a Mortgage Loan, exclusive of any days of
        grace.  Pursuant to Section 4.02(d), with respect to any Mortgage
        Loans for which payment from the Mortgagor is due on a day other than the
        first
        day of the month, such Mortgage Loans will be treated as if the Scheduled
        Payment is due on the first day of the immediately succeeding
        month.

       

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

       


      
        
          
          

        

        
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      Eligible
        Account:  Either (i) an account or accounts maintained with a
        federal or state chartered depository institution or trust company that complies
        with the definition of Eligible Institution or (ii) an account or accounts
        the
        deposits in which are insured by the FDIC to the limits established by such
        corporation, provided that any such deposits not so insured shall be maintained
        in an account at a depository institution or trust company whose commercial
        paper or other short term debt obligations (or, in the case of a depository
        institution or trust company which is the principal subsidiary of a holding
        company, the commercial paper or other short term debt or deposit obligations
        of
        such holding company or depository institution, as the case may be) have
        been
        rated by each Rating Agency in its highest short-term rating category, or
        (iii)
        a segregated trust account or accounts (which shall be a “special deposit
        account”) maintained with the Indenture Trustee, the Trust Administrator or any
        other federal or state chartered depository institution or trust company,
        acting
        in its fiduciary capacity, in a manner acceptable to the Indenture Trustee
        and
        the Rating Agencies.  Eligible Accounts may bear
        interest.

       

      Eligible
        Institution:  Any of the following:

       

      (i) An
        institution whose:

       

      (1) commercial
        paper, short-term debt obligations, or other short-term deposits are rated
        at
        least “A-1+” or long-term unsecured debt obligations are rated at least “Aa-” by
        S&P (or assigned comparable ratings by the other Rating Agencies), if the
        amounts on deposit are to be held in the account for no more than 365 days;
        or

       

      (2) commercial
        paper, short-term debt obligations, demand deposits, or other short-term
        deposits are rated at least “A-2” by S&P (or assigned comparable ratings by
        the other Rating Agencies), if the amounts on deposit are to be held in the
        account for no more than 30 days and are not intended to be used as credit
        enhancement.  Upon the loss of the required rating set forth in this
        clause (ii), the accounts shall be transferred immediately to accounts which
        have the required rating.  Furthermore, commingling by the Servicer is
        acceptable at the A-2 rating level if the Servicer is a bank, thrift or
        depository and provided the Servicer has the capability to immediately segregate
        funds and commence remittance to an Eligible Deposit Account upon a downgrade;
        or

       

      (ii) the
        corporate trust department of a federal depositor institution or state-chartered
        depositor institution subject to regulations regarding fiduciary funds on
        deposit similar to Title 12 of the U.S. Code of Federal Regulation Section
        9.10(b), which, in either case, has corporate trust powers and is acting
        in its
        fiduciary capacity.

       

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

       

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

       

      (ii)           
        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

       


      
        
          
          

        

        
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      Rating
        Agency, or such lower rating as will not result in the downgrading or withdrawal
        of the ratings then assigned to the Notes by either Rating Agency;

       

      (iii)           
        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 Notes by either Rating Agency;

       

      (iv)           
        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 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 Notes by either Rating Agency;

       

      (v)           
        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 Notes by either Rating Agency;

       

      (vi)           
        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 Notes by either Rating Agency;

       

      (vii)           
        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;

       

      (viii)                      
        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
        Notes
        by either Rating Agency, as evidenced by a signed writing delivered by each
        Rating Agency;

       

      (ix)           
        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;

       


      
        
          
          

        

        
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      (x)           
        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

       

      (xi)           
        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 Notes by either Rating Agency, as evidenced by a signed
        writing delivered by each Rating Agency;

       

      provided
        that no
        instrument described hereunder shall (i) evidence the right to receive only
        interest with respect to the obligations underlying such instrument, (ii)
        be
        sold or disposed of before its maturity or (iii) 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.

       

      Entitlement
        Holder:  The meaning specified in Section 8-102(a)(7) of the
        New York UCC.

       

      Entitlement
        Order:  The meaning specified in Section 8-102(a)(8) of the New
        York UCC (i.e.,
        generally, orders directing the transfer or redemption of any Financial
        Asset).

       

      Environmental
        Problem
        Property:  A Mortgaged Property or REO Property that is in
        violation of any environmental law, rule or regulation.

       

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

       

      Errors
        and Omissions
        Insurance:  Errors and Omissions Insurance to be maintained by
        the Servicer in accordance with Section 4.02(m).

       

      Errors
        and Omission
        Insurance Policy:  Any Errors and Omission Insurance policy
        required to be obtained by the Servicer satisfying the requirements of this
        Agreement.

       

      Escrow
        Account:  The separate escrow account (other than a Custodial
        Account) established and maintained by the Servicer pursuant to Section 4.02(f)
        of this Agreement.

       

      Escrow
        Payments:  With respect to any Mortgage Loan, the amounts
        constituting ground rents, taxes, assessments, water rates, sewer rents,
        municipal charges, mortgage insurance premiums, fire and hazard insurance
        premiums, condominium charges, and any other payments required to be escrowed
        by
        the Mortgagor with the mortgagee pursuant to the Mortgage or any other
        document.

       

      Event
        of
        Default:  A Servicer Event of Default.

       


      
        
          
          

        

        
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      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.

       

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

       

      Fannie
        Mae or
        FNMA:  Fannie Mae, a federally chartered and privately owned
        corporation organized and existing under the Federal National Mortgage
        Association Charter Act, or any successor thereto.

       

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

       

      Fidelity
        Bond:  Any fidelity bond to be maintained by the Servicer in
        accordance with Section 4.02(m).

       

      Financial
        Asset:  The meaning specified in Section 8-102(a) of the New
        York UCC.

       

      Fitch:  Fitch
        Ratings, or any successor in interest.

       

      Fixed
        Rate
        Cap:  With respect to a Payment Date, the per annum rate equal
        to [_________]%.

       

      Form
        8-K Disclosure
        Information:  has the meaning set forth in Section
        8.07(d)(i).

       

      Freddie
        Mac or
        FHLMC:  The Federal Home Loan Mortgage Corporation, a corporate
        instrumentality of the United States created and existing under Title III
        of the
        Emergency Home Finance Act of 1970, as amended, or any successor
        thereto.

       

      Ginnie
        Mae or
        GNMA:  The Government National Mortgage Association, a wholly
        owned corporate instrumentality of the United States within HUD.

       

      Group
        Balance:  With respect to each Mortgage Group and any Payment
        Date, the aggregate of the Stated Principal Balances of the Mortgage Loans
        in
        such Mortgage Group.

       

      Group
        1:  The portion of the Mortgage Pool identified as Group
        1.

       

      Group
        1
        Percentage:  With respect to Group 1 and any Payment Date, the
        fraction, expressed as a percentage, the numerator of which is the Group
        Balance
        for Group 1 for such date and the denominator of which is the Aggregate
        Collateral Balance for such date.

       

      Group
        2:  The portion of the Mortgage Pool identified as Group
        2.

       

      Group
        2
        Percentage:  With respect to Group 2 and any Payment Date, the
        fraction, expressed as a percentage, the numerator of which is the Group
        Balance
        for Group 2 for such date and the denominator of which is the Aggregate
        Collateral Balance for such date.

       

      Guidelines:  As
        defined in Section 4.02(t).

       


      
        
          
          

        

        
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      Holder
        or Noteholder:  The
        registered holder of any Note or Ownership Certificate as recorded on the
        books
        of the Note Registrar or the Certificate Registrar except that, solely for
        the
        purposes of taking any action or giving any consent pursuant to this Agreement,
        any Note registered in the name of the Depositor, the Master Servicer, the
        Servicer, the Trust Administrator or the Indenture Trustee or any Affiliate
        thereof (unless any such Person owns 100% of a Class) shall be deemed not
        to be
        outstanding in determining whether the requisite percentage necessary to
        effect
        any such consent has been obtained, except that, in determining whether the
        Indenture Trustee shall be protected in relying upon any such consent, only
        Notes and an Ownership Certificate which a Responsible Officer of the Indenture
        Trustee knows to be so held shall be disregarded.  The Indenture
        Trustee may request and conclusively rely on certifications by the Depositor
        in
        determining whether any Note, or Ownership Certificate are registered to
        an
        Affiliate of the Depositor.

       

      HUD:  The
        United States Department of Housing and Urban Development, or any successor
        thereto.

       

      Indenture:  The
        Indenture dated as of [__________], 200[ ], among the Issuing Entity, the
        Trust
        Administrator and the Indenture Trustee, as such may be amended or supplemented
        from time to time.

       

      Indenture
        Events of
        Default:  As defined in Section 5.01 of the
        Indenture.

       

      Indenture
        Trustee:  [__________________________], not in its individual
        capacity but solely as Indenture Trustee, or any successor in
        interest.

       

      Independent:  means,
        when used with respect to any accountants, a Person who is “independent” within
        the meaning of Rule 2-01(B) of the Securities and Exchange Commission’s
        Regulation S-X.  Independent means, when used with respect to any
        other Person, a Person who (A) is in fact independent of another specified
        Person and any affiliate of such other Person, (B) does not have any material
        direct or indirect financial interest in such other Person or any affiliate
        of
        such other Person, (C) is not connected with such other Person or any affiliate
        of such other Person as an officer, employee, promoter, underwriter, trustee,
        partner, director or Person performing similar functions and (D) is not a
        member
        of the immediate family of a Person defined in clause (B) or (C)
        above.

       

      Index:  The
        index specified in the related Mortgage Note for calculation of the Mortgage
        Rate thereof.

       

      Initial
        Cut-off
        Date:  [________________], 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.

       

      Insurance
        Policy:  Any primary mortgage insurance policy, any standard
        hazard insurance policy, flood insurance policy, earthquake insurance policy
        or
        title insurance policy

       


      
        
          
          

        

        
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      relating
        to the Mortgage Loans or the Mortgaged Properties, to be in effect as of
        the
        Closing Date or thereafter during the term of this Agreement.

       

      Insurance
        Proceeds:  With respect to each Mortgage Loan, proceeds of
        insurance policies insuring the Mortgage Loan or the related Mortgaged Property,
        if applicable, including the proceeds of any hazard or flood insurance policy
        reduced by expenses incurred by the Servicer in connection with procuring
        such
        proceeds, applied to the restoration and repair of the related Mortgaged
        Property or to be paid to the related Mortgagor pursuant to the Mortgage
        Note or
        applicable state law.

       

      Interest
        Funds:  With respect to each Mortgage Group and any Payment
        Date, (a) the sum of, without duplication, (1) all interest collected (other
        than the interest portion of Payaheads and Prepayment Premiums) or advanced
        in
        respect of Scheduled Payments on the Mortgage Loans in such Mortgage Group
        during the related Due Period by the Servicer, the Master Servicer or the
        Indenture Trustee (solely in its capacity as successor Master Servicer),
minus, (x) to the extent
        provided under Sections 4.02(e)(3) and (4) and Sections 5.08(i) and (ii)
        herein,
        previously unreimbursed Advances and Nonrecoverable Advances due to the
        Servicer, the Master Servicer or the Indenture Trustee (solely in its capacity
        as successor master servicer) to the extent allocable to interest and the
        allocable portion of previously unreimbursed Servicing Advances with respect
        to
        the Mortgage Loans in such Mortgage Group, (y) the Servicing Administration
        Fee
        and Master Servicing Fee with respect to such Mortgage Loans in such Mortgage
        Group and (z) any fees and expenses of any Custodian with respect to the
        Mortgage Loans in such Mortgage Group to the extent not paid by the Seller
        or
        its Affiliates, (2) any Compensating Interest Payments or payments in respect
        of
        Prepayment Interest Shortfalls paid by the Master Servicer pursuant to Section
        5.21 with respect to the related Prepayment Period with respect to the Mortgage
        Loans in such Mortgage Group, (3) the portion of any Purchase Price or
        Substitution Amount paid with respect to the Mortgage Loans in such Mortgage
        Group during the related Prepayment Period allocable to interest, (4) all
        Net
        Liquidation Proceeds, Insurance Proceeds and any other recoveries collected
        with
        respect to the Mortgage Loans in such Mortgage Group during the related
        Prepayment Period, to the extent allocable to interest and (5) such Mortgage
        Group’s pro rata share
        of any Net Swap Receipts paid by the Swap Counterparty in respect of the
        Swap
        Agreement, as reduced by (a) such Mortgage Group’s pro rata share
        of:  (i) the Owner Trustee Fee, (ii) any costs, expenses or
        liabilities reimbursable or otherwise due to the Master Servicer, Servicer,
        the
        Indenture Trustee, any Custodian, the Owner Trustee or the Trust Administrator
        to the extent provided in this Agreement, the Trust Agreement, the Indenture
        and
        any Custodial Agreement and (iii) any other fees and expenses payable from
        amounts on deposit in the Collection Account and any of the Custodial Accounts
        and (b) the Group 1 Percentage or Group 2 Percentage, as applicable, of any
        Net
        Swap Payment for such Payment Date and any swap termination amounts paid
        to the
        Swap Counterparty in the event that the Issuing Entity is a defaulting party
        or
        affected party under the terms of the Swap Agreement, in each case, to the
        extent paid from amounts on deposit in the Collection Account .

       

      Interest
        Margin:  For each Class of Notes, for any Payment Date on or
        before the Stepup Date, the following per annum rate:  Class 1-A,
        [____]%; Class 2-A1, [____]%; Class 2-A2,[____]%; Class 2-A3, [____]%; Class
        M1,
        [____]%; Class M2, [____]%; Class M3, [____]%; Class M4, [____]%; Class M5,
        [____]%; Class M6, [____]% and Class M7, [____]% and on any Payment Date
        following the Stepup Date:  Class 1-A, [____]%; Class
        2-A1,

       


      
        
          
          

        

        
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      [____]%;
        Class 2-A2, [____]%; Class 2-A3, [____]%; Class M1, [____]%; Class M2, [____]%;
        Class M3, [____]%; Class M4, [____]%; Class M5, [____]%; Class M6, [____]%;
        and
        Class M7, [____]%.

       

      Interest
        Rate:  With respect to each Class of Notes on any Payment Date,
        the least of (1) LIBOR plus the Interest Margin for such Class, (2) the
        Available Funds Rate and (3) the Fixed Rate Cap.

       

      Intervening
        Assignments:  The original intervening assignments of the
        Mortgage, notices of transfer or equivalent instrument.

       

      Issuing
        Entity:  The Delaware statutory trust known as the “SunTrust
        [      ] Trust, Series 200[ ]-[__].”

       

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

       

      LIBOR:  With
        respect to the first Accrual Period, the per annum rate of
        [    ]%.  With respect to each subsequent Accrual
        Period, a per annum rate determined on the LIBOR Determination Date in the
        following manner by the Trust Administrator on the basis of the “Interest
        Settlement Rate” set by the British Bankers’ Association (the “BBA”) for
        one-month United States dollar deposits, as such rates appear on Reuters
        Screen
        LIBOR 01, as of 11:00 a.m. (London time) on such LIBOR Determination
        Date.

       

      (b) If
        on
        such a LIBOR Determination Date, the BBA’s Interest Settlement Rate does not
        appear on the Reuters Screen LIBOR 01 as of 11:00 a.m. (London time), or
        if the
        Reuters Screen LIBOR 01 is not available on such date, the Trust Administrator
        will determine such rate on the basis of the offered rates of the Reference
        Banks for one-month United States dollar deposits, as such rates appear on
        the
        Reuters Screen LIBO Page, as of 11:00 a.m. (London time) on such LIBOR
        Determination Date.

       

      (c) If
        LIBOR
        is determined under clause (b) above, on each LIBOR Determination Date, LIBOR
        for the related Accrual Period for the Notes will be established by the Trust
        Administrator as follows:

       

      (1) If
        on
        such LIBOR Determination Date two or more Reference Banks provide such offered
        quotations, LIBOR for the related Accrual Period for the Notes shall be the
        arithmetic mean of such offered quotations (rounded upwards if necessary
        to the
        nearest whole multiple of
        [          ]%).

       

      (2) If
        on
        such LIBOR Determination Date fewer than two Reference Banks provide such
        offered quotations, LIBOR for the related Accrual Period shall be the higher
        of
        (x) LIBOR as determined on the previous LIBOR Determination Date and (y)
        the
        Reserve Interest Rate.

       


      
        
          
          

        

        
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      (d) The
        establishment of LIBOR by the Trust Administrator and the Trust Administrator’s
        subsequent calculation of the Interest Rate applicable to the LIBOR Notes
        for
        the relevant Accrual Period, in the absence of manifest error, will be final
        and
        binding.

       

      LIBOR
        Business
        Day:  Any day on which banks in London, England and The City of
        New York are open and conducting transactions in foreign currency and
        exchange.

       

      LIBOR
        Determination
        Date:  The second LIBOR Business Day immediately preceding the
        commencement of each Accrual Period for any LIBOR Notes.

       

      LIBOR
        Note:  Any Class 1-A, Class 2-A1, Class 2-A2, Class 2-A3, Class
        M1, Class M2, Class M3, Class M4, Class M5, Class M6 or Class M7.

       

      Liquidated
        Mortgage
        Loan:  Any defaulted Mortgage Loan as to which the Master
        Servicer or the Servicer, as applicable, has determined that all amounts
        that it
        expects to recover from or on account of such Mortgage Loan have been
        recovered.

       

      Liquidation
        Expenses:  Expenses that are incurred by the Master Servicer or
        the Servicer, as applicable, in connection with the liquidation of any defaulted
        Mortgage Loan and are not recoverable under the applicable primary mortgage
        insurance policy, if any, including, without limitation, foreclosure and
        rehabilitation expenses, legal expenses and unreimbursed amounts, if any,
        expended pursuant to Sections  4.18 or 4.23.

       

      Liquidation
        Proceeds:  Cash 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, payment in full, discounted
        payoff or otherwise, or the sale of the related REO Property, if the Mortgaged
        Property is acquired in satisfaction of the Mortgage Loan.

       

      M1
        Principal Deficiency
        Amount:  With respect to any Payment Date, the lesser of (a)
        the excess, if any, of (1) the Total Principal Deficiency Amount over (2)
        the
        sum of (i) the M2 Principal Deficiency Amount, (ii) the M3 Principal Deficiency
        Amount, (iii) the M4 Principal Deficiency Amount, (iv) the M5 Principal
        Deficiency Amount, (v) the M6 Principal Deficiency Amount, and (vi) the M7 Principal
        Deficiency
        Amount, in each case for that Payment Date and (b) the Class Principal
        Amount of the Class M1 Notes immediately prior to such Payment
        Date.

       

      M1
        Principal Payment
        Amount:  With respect to any Payment Date on or after the
        Stepdown Date and as long as a Trigger Event is not in effect with respect
        to
        such Payment Date, the excess of (x) the sum of (i) the aggregate Class
        Principal Amount of the Senior Notes, in each case after giving effect to
        payments on such Payment Date and (ii) the Class Principal Amount of the
        Class
        M1 Notes immediately prior to such Payment Date over (y) the M1 Target
        Amount.

       

      M1
        Target
        Amount:  With respect to any Payment Date, an amount equal to
        the lesser of (a) the product of (i) [____]% and (ii) the Aggregate Collateral
        Balance for such Payment Date determined as of the last day of the related
        Due
        Period and (b) the excess of (i) the Aggregate Collateral Balance for such
        Payment Date determined as of the last day of the related Due Period over
        (ii)
        [____]% of the Aggregate Collateral Balance as of the Closing Date.

       


      
        
          
          

        

        
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      M2
        Principal Deficiency
        Amount:  With respect to any Payment Date, the lesser of (a)
        the excess, if any, of (1) the Total Principal Deficiency Amount over (2)
        the
        sum of (i) the M3 Principal Deficiency Amount, (ii) the M4 Principal Deficiency
        Amount, (iii) the M5 Principal Deficiency Amount, (iv) the M6 Principal
        Deficiency Amount, (v) the M7 Principal Deficiency Amount, in each case for that Payment
        Date and (b) the Class Principal Amount of the Class M2 Notes immediately
        prior to such Payment Date.

       

      M2
        Principal Payment
        Amount:  With respect to any Payment Date on or after the
        Stepdown Date and as long as a Trigger Event is not in effect with respect
        to
        such Payment Date, the excess of (x) the sum of (i) the aggregate Class
        Principal Amount of the Senior Notes and the Class M1 Notes, in each case
        after
        giving effect to payments on such Payment Date and (ii) the Class Principal
        Amount of the Class M2 Notes immediately prior to such Payment Date over
        (y) the
        M2 Target Amount.

       

      M2
        Target
        Amount:  With respect to any Payment Date, an amount equal to
        the lesser of (a) the product of (i) [____]% and (ii) the Aggregate Collateral
        Balance for such Payment Date determined as of the last day of the related
        Due
        Period and (b) the excess of (i) the Aggregate Collateral Balance for such
        Payment Date determined as of the last day of the related Due Period over
        (ii)
        [____]% of the Aggregate Collateral Balance as of the Closing Date.

       

      M3
        Principal Deficiency
        Amount:  With respect to any Payment Date, the lesser of (a)
        the excess, if any, of (1) the Total Principal Deficiency Amount over (2)
        the
        sum of (i) the M4 Principal Deficiency Amount, (ii) the M5 Principal Deficiency
        Amount, (iii) the M6 Principal Deficiency Amount, and (iv) the M7 Principal
        Deficiency Amount, in each case
        for that Payment Date and (b) the Class Principal Amount of the Class M3
        Notes immediately prior to such Payment Date.

       

      M3
        Principal Payment
        Amount:  With respect to any Payment Date on or after the
        Stepdown Date and as long as a Trigger Event is not in effect with respect
        to
        such Payment Date, the excess of (x) the sum of (i) the aggregate Class
        Principal Amount of the Senior Notes and the Class M1 and Class M2 Notes,
        in
        each case after giving effect to payments on such Payment Date and (ii) the
        Class Principal Amount of the Class M3 Notes immediately prior to such Payment
        Date over (y) the M3 Target Amount.

       

      M3
        Target
        Amount:  With respect to any Payment Date, an amount equal to
        the lesser of (a) the product of (i) [____]% and (ii) the Aggregate Collateral
        Balance for such Payment Date determined as of the last day of the related
        Due
        Period and (b) the excess of (i) the Aggregate Collateral Balance for such
        Payment Date determined as of the last day of the related Due Period over
        (ii)
        [____]% of the Aggregate Collateral Balance as of the Closing Date.

       

      M4
        Principal Deficiency
        Amount:  With respect to any Payment Date, the lesser of (a)
        the excess, if any, of (1) the Total Principal Deficiency Amount over (2)
        the
        sum of (i) the M5 Principal Deficiency Amount, (ii) the M6 Principal Deficiency
        Amount, and (iii) the M7 Principal Deficiency Amount, in each case for that
        Payment Date, and (b) the Class Principal Amount of the Class M4 Notes
        immediately prior to such Payment Date.

       


      
        
          
          

        

        
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      M4
        Principal Payment
        Amount:  With respect to any Payment Date on or after the
        Stepdown Date and as long as a Trigger Event is not in effect with respect
        to
        such Payment Date, the excess of (x) the sum of (i) the aggregate Class
        Principal Amount of the Senior Notes and the Class M1, Class M2 and Class
        M3
        Notes, in each case after giving effect to payments on such Payment Date
        and
        (ii) the Class Principal Amount of the Class M4 Notes immediately prior to
        such
        Payment Date over (y) the M4 Target Amount.

       

      M4
        Target
        Amount:  With respect to any Payment Date, an amount equal to
        the lesser of (a) the product of (i) [____]% and (ii) the Aggregate Collateral
        Balance for such Payment Date determined as of the last day of the related
        Due
        Period and (b) the excess of (i) the Aggregate Collateral Balance for such
        Payment Date determined as of the last day of the related Due Period over
        (ii)
        [____]% of the Aggregate Collateral Balance as of the Closing Date.

       

      M5
        Principal Deficiency
        Amount:  With respect to any Payment Date, the lesser of (a)
        the excess, if any, of (1) the Total Principal Deficiency Amount over (2)
        the
        sum of (i) the M6 Principal Deficiency Amount and (ii) the M7 Principal
        Deficiency Amount, in each case
        for that Payment Date and (b) the Class Principal Amount of the Class M5
        Notes immediately prior to such Payment Date.

       

      M5
        Principal Payment
        Amount:  With respect to any Payment Date on or after the
        Stepdown Date and as long as a Trigger Event is not in effect with respect
        to
        such Payment Date, the excess of (x) the sum of (i) the aggregate Class
        Principal Amount of the Senior Notes and the Class M1, Class M2, Class M3
        and
        Class M4 Notes, in each case after giving effect to payments on such Payment
        Date and (ii) the Class Principal Amount of the Class M5 Notes immediately
        prior
        to such Payment Date over (y) the M5 Target Amount.

       

      M5
        Target
        Amount:  With respect to any Payment Date, an amount equal to
        the lesser of (a) the product of (i) [____]% and (ii) the Aggregate Collateral
        Balance for such Payment Date determined as of the last day of the related
        Due
        Period and (b) the excess of (i) the Aggregate Collateral Balance for such
        Payment Date determined as of the last day of the related Due Period over
        (ii)
        [____]% of the Aggregate Collateral Balance as of the Closing Date.

       

      M6
        Principal Deficiency
        Amount:  With respect to any Payment Date, the lesser of (a)
        the excess, if any, of the Total Principal Deficiency Amount over the M7
        Principal Deficiency Amount, in each case for that Payment Date and (b) the
        Class Principal Amount of the Class M6 Notes immediately prior to such Payment
        Date.

       

      M6
        Principal Payment
        Amount:  With respect to any Payment Date on or after the
        Stepdown Date and as long as a Trigger Event is not in effect with respect
        to
        such Payment Date, the excess of (x) the sum of (i) the aggregate Class
        Principal Amount of the Senior Notes and the Class M1, Class M2, Class M3,
        Class
        M4 and Class M5 Notes, in each case after giving effect to payments on such
        Payment Date and (ii) the Class Principal Amount of the Class M6 Notes
        immediately prior to such Payment Date over (y) the M6 Target
        Amount.

       

      M6
        Target
        Amount:  With respect to any Payment Date, an amount equal to
        the lesser of (a) the product of (i) [____]% and (ii) the Aggregate Collateral
        Balance for such Payment Date determined as of the last day of the related
        Due
        Period and (b) the excess of (i) the Aggregate

       


      
        
          
          

        

        
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      Collateral
        Balance for such Payment Date determined as of the last day of the related
        Due
        Period over (ii) [____]% of the Aggregate Collateral Balance as of the Closing
        Date.

       

      M7
        Principal
        Deficiency Amount:  With respect to any
        Payment
        Date, the lesser of (a) the Total Principal Deficiency Amount, and (b) the
        Class
        Principal Amount of the Class M7 Notes immediately prior to such Payment
        Date.

       

      M7
        Principal Payment
        Amount:  With respect to any Payment Date on or after the
        Stepdown Date and as long as a Trigger Event is not in effect with respect
        to
        such Payment Date, the excess of (x) the sum of (i) the aggregate Class
        Principal Amount of the Senior Notes and the Class M1, Class M2, Class M3,
        Class
        M4, Class M5 and Class M6 Notes, in each case after giving effect to payments
        on
        such Payment Date and (ii) the Class Principal Amount of the Class M7 Notes
        immediately prior to such Payment Date over (y) the M7 Target
        Amount.

       

      M7
        Target
        Amount:  With respect to any Payment Date, an amount equal to
        the lesser of (a) the product of (i) [____]% and (ii) the Aggregate Collateral
        Balance for such Payment Date determined as of the last day of the related
        Due
        Period and (b) the excess of (i) the Aggregate Collateral Balance for such
        Payment Date determined as of the last day of the related Due Period over
        (ii)
        [____]% of the Aggregate Collateral Balance as of the Closing Date.

       

      Majority
        Noteholders:  Until such time as the sum of the Class Principal
        Amounts of all Classes of Notes has been reduced to zero, the holder or holders
        of in excess of [____]% of the aggregate Class Principal Amount of all Classes
        of Notes (accordingly, the holder of the Ownership Certificate shall be excluded
        from any rights or actions of the Majority Noteholders during such period);
        and
        thereafter, the holder of the Ownership Certificate.

       

      Master
        Servicer:  [_____________], or any successor in interest, or if
        any successor master servicer shall be appointed as herein provided, then
        such
        successor master servicer.

       

      Master
        Servicer Event of
        Default:  Any one of the conditions or circumstances enumerated
        in Section 8.01(a).

       

      Master
        Servicing
        Fee:  As to any Payment Date, an amount equal to the product of
        (i) one-twelfth of the Master Servicing Fee Rate and (ii) the Aggregate
        Collateral Balance as of the first day of the related Due Period.

       

      Master
        Servicing Fee
        Rate:  With respect to each Mortgage Loan, [____]% per
        annum.

       

      Material
        Defect:  With respect to any Mortgage Loan, as defined in
        Section 2.02(c) hereof.

       

      Maturity
        Date:  With respect to any Class of Notes, the Payment Date in
        [__________], 20__.

       

      MERS:  Mortgage
        Electronic Registration Systems, Inc., a Delaware corporation, or any successor
        in interest thereto.

       


      
        
          
          

        

        
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      MERS
        Mortgage
        Loan:  Any Mortgage Loan as to which the related Mortgage, or
        an Assignment of Mortgage, has been or will be recorded in the name of MERS,
        as
        nominee for the holder from time to time of the Mortgage Note.

       

      Monthly
        Excess
        Cashflow:  For any Payment Date, the sum of (i) Monthly Excess
        Interest, (ii) any Principal Payment Amount for Group 1 and Group 2 pursuant
        to
        Section 6.02(e)(i)(1)(R) and 6.02(e)(i)(2)(R), respectively, or 6.02(e)(ii)(17),
        as applicable, and (iii) the Aggregate Overcollateralization Release Amount
        for
        such Payment Date.

       

      Monthly
        Excess
        Interest:  For any Payment Date, an amount equal any Interest
        Funds for Group 1 and Group 2 remaining after application pursuant to subclauses
        (i) through (xiv) of Section 6.02(d).

       

      Moody’s:  Moody’s
        Investors Service, Inc., or any successor in interest.

       

      Mortgage:  A
        mortgage, deed of trust or other instrument encumbering a fee simple interest
        in
        real property securing a Mortgage Note, together with improvements
        thereto.

       

      Mortgage
        File:  The mortgage documents listed in Section 2.01(b)
        pertaining to a particular Mortgage Loan required to be delivered to the
        Indenture Trustee pursuant to this Agreement.

       

      Mortgage
        Group:  Any of Group 1 or Group 2.

       

      Mortgage
        Impairment
        Insurance Policy:  A mortgage impairment or blanket hazard
        insurance policy to be maintained by the Servicer in accordance with Section
        5.02(l).

       

      Mortgage
        Index:  The Six-Month LIBOR Index and the Treasury Mortgage
        Index, as specified for any Mortgage Loan in the Mortgage Loan
        Schedule.

       

      Mortgage
        Loan:  A mortgage loan that is conveyed to the Issuing Entity
        pursuant to this Agreement on the Closing Date, with respect to the Initial
        Mortgage Loans, and on each Subsequent Transfer Date, with respect to the
        Subsequent Mortgage Loans, which mortgage loan includes, without limitation,
        the
        mortgage loan documents, the Scheduled Payments, Principal Prepayments,
        Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, any related
        REO
        Property, REO Disposition Proceeds, and all other rights, benefits, proceeds
        and
        obligations arising from or in connection with such mortgage
        loan.  The Initial Mortgage Loans subject to this Agreement are
        identified on the Initial Mortgage Loan Schedule annexed hereto as Schedule
        A
        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 A on each Subsequent Transfer Date.

       

      Mortgage
        Loan Purchase
        Agreement:  The mortgage loan purchase agreement dated as of
        [_______________], 200[ ], for the sale of the Mortgage Loans by the Seller
        to
        the Depositor.

       

      Mortgage
        Loan Remittance
        Rate:  With respect to each Mortgage Loan, the Mortgage Rate
        minus the Servicing Administration Fee Rate.

       


      
        
          
          

        

        
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      Mortgage
        Loan
        Schedule:  Each Initial Mortgage Loan Schedule and any
        Subsequent Mortgage Loan Schedule attached hereto as Schedule A, which shall
        identify each Mortgage Loan, as such schedule may be amended from time to
        time
        to reflect the addition of Mortgage Loans to, or the deletion of Mortgage
        Loans
        from, the Trust Estate.  Such schedule shall set forth, among other
        things, the following information with respect to each Mortgage
        Loan:  (i) the Mortgage Loan identifying number; (ii) the original
        principal balance of the Mortgage Loan; (iii) the Mortgage Rate at origination;
        (iv) the Mortgage Index; (v) the first Mortgage Rate adjustment date; (vi)
        the
        monthly payment of principal and interest at origination; (vii) the Servicing
        Administration Fee Rate; (viii) the Master Servicer Fee Rate and (ix) whether
        such Mortgage Loan is subject to a Prepayment Premium for voluntary prepayments
        by the Mortgagor, the term during which such Prepayment Premiums are imposed
        and
        the method of calculation of the Prepayment Premium.  The Servicer
        shall be responsible for providing the Indenture Trustee and the Master Servicer
        with all amendments to the Mortgage Loan Schedule.

       

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

       

      Mortgage
        Pool:  The aggregate of all the Mortgage Loans.

       

      Mortgage
        Rate:  As to any Mortgage Loan, the per annum rate at which
        interest accrues on such Mortgage Loan, as determined under the related Mortgage
        Note as reduced by the applications of the Civil Relief Act.

       

      Mortgaged
        Property:  The fee simple interest in real property, together
        with improvements thereto including any exterior improvements to be completed
        within 120 days of disbursement of the related Mortgage Loan
        proceeds.

       

      Mortgagor:  The
        obligor on a Mortgage Note.

       

      Net
        Liquidation
        Proceeds:  With respect to any Liquidated Mortgage Loan, the
        related Liquidation Proceeds received and retained in connection with the
        liquidation of such Mortgage Loan net of (i) Liquidation Expenses and (ii)
        any
        related unreimbursed Advances and Servicing Advances, if any.

       

      Net
        Mortgage
        Rate:  With respect to any Mortgage Loan, the Mortgage Rate
        thereof reduced by the Aggregate Expense Rate for such Mortgage
        Loan.

       

      Net
        Swap
        Payment:  With respect to the second Business Day prior to any
        Calculation Period End Date, the amount paid by the Trust under the Swap
        Agreement to the Swap Counterparty in excess of the amounts received by the
        Trust from the Swap Counterparty, as calculated by the Swap Counterparty
        and
        reported to the Trust Administrator.

       

      Net
        Swap
        Receipt:  With respect to the second Business Day prior to any
        Calculation Period End Date, the amount received by the Trust under the Swap
        Agreement from the Swap Counterparty in excess of the amount paid by the
        Trust
        to the Swap Counterparty, as calculated by the Swap Counterparty and reported
        to
        the Trust Administrator.

       

      New
        York
        UCC:  The Uniform Commercial Code as in effect in the State of
        New York.

       


      
        
          
          

        

        
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      Non-MERS
        Mortgage
        Loan:  Any Mortgage Loan other than a MERS Mortgage
        Loan.

       

      Nonrecoverable
        Advance:  Any Servicing Advance or Monthly Advance previously
        made or proposed to be made in respect of a Mortgage Loan by the Servicer
        or the
        Master Servicer as successor servicer which, in the reasonable discretion
        of the
        Servicer will not or, in the case of a proposed Servicing Advance or Monthly
        Advance, would not, ultimately be recoverable by the Servicer from the related
        Mortgagor, related Liquidation Proceeds, Condemnation Proceeds, Insurance
        Proceeds, REO Disposition Proceeds or otherwise.  The determination by
        the Servicer that all or a portion of a Servicing Advance or Monthly Advance
        would be a Nonrecoverable Advance shall be evidenced by an Officer’s Certificate
        delivered to the Master Servicer setting forth such determination and a
        reasonable explanation thereof.

       

      Note:  As
        defined in the Indenture.

       

      Note
        Principal
        Amount:  With respect to any Note, the initial principal amount
        thereof on the Closing Date, less the amount of all principal payments
        previously paid with respect to such Note.

       

      Note
        Register and
Note
        Registrar:  As defined in the Indenture.

       

      Offering
        Document:  The Prospectus.

       

      Officer’s
        Certificate:  A certificate signed by the Chairman of the
        Board, any Vice Chairman, the President, any Senior Vice President, any Vice
        President or any Assistant Vice President of a Person.

       

      Operative
        Agreements:  The Trust Agreement, the Certificate of Trust of
        the Issuing Entity, this Agreement, the Mortgage Loan Purchase Agreement,
        the
        Indenture, the Custodial Agreement and each other document contemplated by
        any
        of the foregoing to which the Depositor, the Seller, the Master Servicer,
        the
        Servicer, the Owner Trustee, the Trust Administrator, the Indenture Trustee
        or
        the Issuing Entity is a party.

       

      Opinion
        of
        Counsel:  A written opinion of counsel, reasonably acceptable
        in form and substance to the Seller, the Trust Administrator, the Swap
        Counterparty, the Indenture Trustee  and/or the Master Servicer, as
        applicable (each such opinion letter to include such Swap Counterparty as
        an
        addressee thereof), and who may be in-house or outside counsel to the Seller,
        the Servicer, the Depositor, the Master Servicer, the Trust Administrator
        or the
        Indenture Trustee; provided, however,
        with respect
        to any such opinion of counsel concerning federal income tax or ERISA matters,
        such counsel must be Independent outside counsel and nationally recognized
        as
        expert in the tax or ERISA aspects, as applicable, of asset
        securitization.

       

      Original
        Loan-to-Value
        Ratio:  With respect to any Mortgage Loan, the ratio of the
        principal balance of such Mortgage Loan at origination, or such other date
        as is
        specified, to the Original Value of the related Mortgaged Property.

       

      Original
        Value:  The lesser of (a) the Appraised Value of a Mortgaged
        Property at the time the related Mortgage Loan was originated and (b) if
        the
        Mortgage Loan was made to

       


      
        
          
          

        

        
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      finance
        the acquisition of the related Mortgaged Property, the purchase price paid
        for
        the Mortgaged Property by the Mortgagor at the time the related Mortgage
        Loan
        was originated.

       

      Overcollateralization
        Amount:  With respect to any Payment Date will be equal to the
        amount, if any, by which (x) the Aggregate Collateral Balance for such Payment
        Date exceeds (y) the aggregate Class Principal Amount of the Notes, in each
        case
        after giving effect to payments on such Payment Date.

       

      Overcollateralization
        Deficiency Amount:  With respect to any Payment Date, the
        excess, if any, of the Targeted Overcollateralization Amount for that Payment
        Date over the Overcollateralization Amount for that Payment Date.

       

      Ownership
        Certificate:  An equity certificate representing a 100%
        undivided beneficial ownership interest in the Trust, substantially in the
        form
        attached as part of Exhibit A to the Trust Agreement.

       

      Ownership
        Certificate
        Holder:  The holder of the Ownership Certificate.

       

      Owner
        Trustee:  [_______________________], and any successor in
        interest, not in its individual capacity, but solely as owner trustee under
        the
        Trust Agreement.

       

      Owner
        Trustee
        Fee:  The annual fee of
        $[      ], payable to the Owner Trustee pursuant
        to the Fee Letter Agreement specified in Section 7.03 of the Trust Agreement
        on
        a monthly basis on each Payment Date during the term of this Agreement; provided
        that the Owner Trustee Fee for the first year shall be payable on the Closing
        Date by the Seller.

       

      Payahead:  With
        respect to any Mortgage Loan and any Due Date therefor, any Scheduled Payment
        received by the Servicer during any Due Period in addition to the Scheduled
        Payment due on such Due Date, intended by the related Mortgagor to be applied
        on
        a subsequent Due Date or Due Dates.

       

      Paying
        Agent:  As defined in the Indenture.  The initial
        Paying Agent shall be the Trust Administrator.

       

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

       

      PCAOB:  means
        the Public Company Accounting Oversight Board.

       

      Percentage
        Interest:  With respect to any Note and the Ownership
        Certificate, the Percentage Interest evidenced thereby shall equal (i) with
        respect to the Ownership Certificate, the Percentage Interest on the face
        of
        such certificate or (ii) with respect to any Note, the initial Note Principal
        Amount thereof, divided by the initial Class Principal Amount of all Notes
        of
        the same Class.

       


      
        
          
          

        

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

       

      Plan:  An
        employee benefit plan or other retirement arrangement which is subject to
        Section 406 of ERISA and/or Section 4975 of the Code or any entity whose
        underlying assets include such plan’s or arrangement’s assets by reason of their
        investment in the entity.

       

      Plan
        Asset
        Regulations:  The Department of Labor regulations set forth in
        29 C.F.R. 2510.3-101.

       

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

       

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

       

      Pre-Funding
        Account:  The account established by the Trust Administrator
        for the benefit of Noteholders, which consists of the Pool 1 Subaccount and
        the
        Pool 2 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 Excess
        Amount:  For any Servicer Remittance Date and any Principal
        Prepayment in full received during the portion of the related Prepayment
        Period
        occurring from and including the first day through the fifteenth day of the
        calendar month in which such Servicer Remittance Date occurs, an amount equal
        to
        interest (to the extent received) due in connection with such Principal
        Prepayment.

       

      Prepayment
        Interest
        Shortfall Amount:  With respect to any Payment Date and (x) any
        Principal Prepayment in part during the preceding calendar month or (y) any
        Principal Prepayment in full from the sixteenth day of the preceding calendar
        month through the end of such calendar month, the amount, if any, by which
        one
        month’s interest at the Net Mortgage Rate for such Mortgage Loan on the amount
        of such Principal Prepayment exceeds the amount of interest received from
        such
        Mortgagor in respect of such Principal Prepayment.

       

      Prepayment
        Period:  With respect to any Payment Date and any Principal
        Prepayment other than Principal Prepayment in part by a Mortgagor, the period
        beginning from and including the sixteenth day of the month preceding the
        month
        in which such Payment Date occurs to and including the fifteenth day of the
        month in which such Payment Date occurs.  With respect to any Payment
        Date and any Principal Prepayment in part by a Mortgagor, the calendar month
        immediately preceding the month in which such Payment Date occurs.

       

      Prepayment
        Premiums:  Any prepayment fees and penalties to be paid by the
        Mortgagor on a Mortgage Loan in the case of a full or partial voluntary
        prepayment of such Mortgage Loan during the related Prepayment
        Period.

       


      
        
          
          

        

        
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      Prime
        Rate:  The prime rate of the United States money center
        commercial banks as published in The Wall Street
        Journal, Northeast Edition.

       

      Principal
        Deficiency
        Amount:  Any of the M1 Principal Deficiency Amount, the M2
        Principal Deficiency Amount, the M3 Principal Deficiency Amount, the M4
        Principal Deficiency Amount, the M5 Principal Deficiency Amount, the M6
        Principal Deficiency Amount and the M7 Principal Deficiency Amount,

       

      Principal
        Funds:  With respect to any Payment Date and for each Mortgage
        Group, (a) the sum of (i) all principal collected (other than the principal
        portion of Payaheads) or advanced in respect of Scheduled Payments on the
        Mortgage Loans in such Mortgage Group during the related Due Period whether
        by
        the Servicer, the Master Servicer or the Indenture Trustee (less unreimbursed
        Advances and Nonrecoverable Advances due to the Master Servicer, the Servicer,
        or the Indenture Trustee, solely in its capacity as successor Master Servicer,
        with respect to such Mortgage Group) and any unreimbursed Servicing Advances,
        in
        each case, to the extent allocable to principal and to the extent provided
        under
        Sections 4.02(e)(3) and (4) and Sections 5.08(i) and (ii)), (ii) all Principal
        Prepayments in full or in part received during the related Prepayment Period
        on
        the Mortgage Loans in such Mortgage Group, (iii) the Stated Principal Balance
        of
        each Mortgage Loan in such Mortgage Group that was purchased from the Trust
        Estate, during the related Prepayment Period, (iv) the portion of any
        Substitution Amount paid with respect to any Deleted Mortgage Loan relating
        to a
        Mortgage Loan in such Mortgage Group during the related Prepayment Period
        allocable to principal, (v) all Net Liquidation Proceeds, Insurance Proceeds,
        REO Disposition Proceeds and other Recoveries collected with respect to such
        Mortgage Loans in such Mortgage Group during the related Prepayment Period,
        to
        the extent allocable to principal, as reduced by (b) such
        Mortgage Group’s pro
        rata share of:  other costs, expenses or liabilities
        reimbursable to the Indenture Trustee, the Owner Trustee, the Custodian,
        the
        Trust Administrator, the Master Servicer and the Servicer to the extent provided
        in this Agreement, the Trust Agreement, the Indenture and the Custodial
        Agreement and to the extent not reimbursed from Interest Funds, or otherwise
        and
        (vi) with respect to the [__________], 200[ ] Payment Date, the amount remaining
        in such Mortgage Group’s Subaccount of the Pre-Funding Account at the end of the
        Pre- Funding Period in respect of that Mortgage Group, exclusive of investment
        income.

       

      Principal
        Payment
        Amount:  With respect to each Mortgage Group and for any
        Payment Date, an amount equal to the Principal Funds for such Mortgage Group
        for
        such date minus the Aggregate Overcollateralization Release Amount attributable
        to such Mortgage Group, if any, and such Payment Date.

       

      Principal
        Prepayment:  Any payment or other recovery of principal on a
        Mortgage Loan including any payment or other recovery of principal in connection
        with the repurchase of a Mortgage Loan by the Seller, the Servicer or any
        other
        Person received in advance of such Mortgage Loan’s scheduled Due
        Date.

       

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

       

      Property
        Changes:  As defined in Section 4.02(i).

       


      
        
          
          

        

        
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      Prospectus:  The
        prospectus supplement dated [__________], 200[ ], together with the accompanying
        prospectus dated [__________], 200[ ], relating to the Class 1-A, Class 2-A1,
        Class 2-A2, Class 2-A3, Class M1, Class M2, Class M3, Class M4, Class M5,
        Class
        M6 and Class M7.

       

      Purchase
        Price:  With respect to the purchase of a Mortgage Loan or
        related REO Property pursuant to this Agreement, an amount equal to the sum
        of
        (a) 100% of the unpaid principal balance of such Mortgage Loan, (b) accrued
        interest thereon at the applicable Mortgage Rate, from the date as to which
        interest was last paid to (but not including) the Due Date in the Due Period
        during which such Mortgage Loan or REO Property is being so purchased; (c)
        the
        fair market value of the REO Property and all other property being purchased;
        (d) .any unreimbursed Servicing Advances with respect to such Mortgage Loan;
        and
        (e) any costs and damages incurred by the Trust Estate associated with any
        violation of applicable federal, state or local anti-predatory or anti-abusive
        lending laws with respect to the related Mortgage Loan.  The Master
        Servicer and the Servicer shall be reimbursed from the Purchase Price for
        any
        Mortgage Loan or related REO Property for any Advances made or other amounts
        advanced with respect to such Mortgage Loan that are reimbursable to the
        Master
        Servicer or the Servicer under this Agreement, together with any accrued
        and
        unpaid Servicing Administration Fee and Master Servicing Fee with respect
        to
        such Mortgage Loan.

       

      Qualified
        GIC:  A guaranteed investment contract or surety bond providing
        for the investment of funds in the Collection Account and insuring a minimum,
        fixed or floating rate of return on investments of such funds, which contract
        or
        surety bond shall:

       

      (i) be
        an
        obligation of an insurance company or other corporation whose long-term debt
        is
        rated by each Rating Agency in one of its two highest rating categories or,
        if
        such insurance company has no long term debt, whose claims paying ability
        is
        rated by each Rating Agency in one of its two highest rating categories,
        and
        whose short-term debt is rated by each Rating Agency in its highest rating
        category;

       

      (ii) provide
        that the Indenture Trustee may exercise all of the rights under such contract
        or
        surety bond without the necessity of taking any action by any other
        Person;

       

      (iii) provide
        that if at any time the then current credit standing of the obligor under
        such
        guaranteed investment contract is such that continued investment pursuant
        to
        such contract of funds would result in a downgrading of any rating of the
        Notes,
        the Indenture Trustee shall terminate such contract without penalty and be
        entitled to the return of all funds previously invested thereunder, together
        with accrued interest thereon at the interest rate provided under such contract
        to the date of delivery of such funds to the Indenture Trustee;

       

      (iv) provide
        that the Indenture Trustee’s interest therein shall be transferable to any
        successor trustee hereunder; and

       


      
        
          
          

        

        
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      (v) provide
        that the funds reinvested thereunder and accrued interest thereon be returnable
        to the Collection Account not later than the Business Day prior to any Payment
        Date.

       

      Qualified
        Insurer:  An insurance company duly qualified as such under the
        laws of the states in which the related Mortgaged Properties are located,
        duly
        authorized and licensed in such states to transact the applicable insurance
        business and to write the insurance provided and whose claims paying ability
        is
        rated by each Rating Agency in its highest rating category or whose selection
        as
        an insurer will not adversely affect the rating of the Notes.

       

      Qualified
        REIT
        Subsidiary:  A direct or indirect 100% owned subsidiary of a
        REIT that satisfies the requirements of Section 856(i) of the Code.

       

      Qualifying
        Substitute
        Mortgage Loan:  In the case of a Mortgage Loan substituted for
        a Deleted Mortgage Loan pursuant to the terms of this Agreement, a Mortgage
        Loan
        that, on the date of such substitution, (i) has 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), after application
        of all Scheduled Payments due during or prior to the month of substitution,
        not
        in excess of, and not more than 5% less than, the outstanding Stated Principal
        Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month
        during which the substitution occurs, (ii) has a Mortgage Rate not less than,
        and not more than 0.50% higher than, the Mortgage Rate on the Deleted Mortgage
        Loan, (iii) if applicable, has a maximum Mortgage Rate not less than the
        maximum
        Mortgage Rate on the Deleted Mortgage Loan, (iv) has a minimum Mortgage Rate
        not
        less than the minimum Mortgage Rate of the Deleted Mortgage Loan, (v) has
        a
        gross margin equal to or greater than the gross margin of the Deleted Mortgage
        Loan, (vi) has a next adjustment date not later than the next adjustment
        date on
        the Deleted Mortgage Loan, (vii) has the same Due Date as the Deleted Mortgage
        Loan, (viii) has a remaining stated term to maturity not longer than 18 months
        and not more than 18 months shorter than the remaining stated term to maturity
        of the related Deleted Mortgage Loan, (ix) is current as of the date of
        substitution, (x) has a Loan-to-Value Ratio as of the date of substitution
        equal
        to or lower than the Loan-to-Value Ratio of the Deleted Mortgage Loan as
        of such
        date, (xi) has been underwritten by the Seller in accordance with the same
        underwriting criteria and guidelines as the Deleted Mortgage Loan, (xii)
        has a
        risk grading determined by the Seller at least equal to the risk grading
        assigned on the Deleted Mortgage Loan, (xiii) is secured by the same property
        type as the Deleted Mortgage Loan, (xiv) conforms to each representation
        and
        warranty applicable to the Deleted Mortgage Loan made in the Mortgage Loan
        Purchase Agreement, (xv) has the same first lien position as the Deleted
        Mortgage Loan, (xvi) is covered by a primary mortgage insurance policy if
        the
        Deleted Mortgage Loan was so covered, (xvii) contains provisions covering
        the
        payment of Prepayment Premium by the Mortgager for early prepayment of the
        Mortgage Loan at least as favorable to the Trust as the Deleted Mortgage
        Loan,
        (xviii) has a maturity date not later than the maturity date of the latest
        maturing Mortgage Loan in the Mortgage Pool as of the Closing Date, (xix)
        has
        the same Mortgage Index as the Deleted Mortgage Loan, (xx) if originated
        on or
        after November 27, 2003, is not a “high cost” loan subject to the New Jersey
        Home Ownership Security Act of 2003 and (xxi) if originated on or after January
        1, 2004 is not a “high-cost” loan subject to the New Mexico Home Loan Protection
        Act.  In the event that one or more mortgage loans are substituted for
        one or more Deleted Mortgage Loans, the amounts described in clause (i) hereof
        shall be determined on the

       


      
        
          
          

        

        
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      basis
        of
        aggregate Stated Principal Balances, the Mortgage Rates described in clause
        (ii)
        hereof shall be determined on the basis of weighted average Mortgage Rates,
        the
        risk gradings described in clause (xii) hereof shall be satisfied as to each
        such mortgage loan, the terms described in clause (viii) hereof shall be
        determined on the basis of weighted average remaining term to maturity, the
        Loan-to-Value Ratios described in clause (x) hereof shall be satisfied as
        to
        each such mortgage loan and, except to the extent otherwise provided in this
        sentence, the representations and warranties described in clause (xiv) hereof
        must be satisfied as to each Qualified Substitute Mortgage Loan or in the
        aggregate, as the case may be.

       

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

       

      Realized
        Loss:  With respect to each Liquidated Mortgage Loan, an amount
        equal to (i) the unpaid principal balance of such Mortgage Loan as of the
        date
        of liquidation, minus (ii) Liquidation Proceeds received, to the extent
        allocable to principal, net of amounts that are reimbursable therefrom to
        the
        Master Servicer or the Servicer with respect to such Mortgage Loan (other
        than
        Advances of principal) including Liquidation Expenses.  In determining
        whether a Realized Loss is a Realized Loss of principal, Liquidation Proceeds
        shall be allocated, first, to payment of Liquidation Expenses, then to accrued
        unpaid interest and finally to reduce the principal balance of the Mortgage
        Loan.

       

      Record
        Date:  With respect to each Payment Date and each Class of
        Notes, the Business Day prior to the related Payment Date, and with respect
        to
        any Class of Definitive Notes, the last Business Day of the month immediately
        preceding the month in which the Payment Date occurs (or, in the case of
        the
        first Payment Date, the Closing Date).

       

      Recovery:  With
        respect to any Liquidated Mortgage Loan, an amount received in respect of
        principal on such Mortgage Loan which has previously been allocated as a
        Realized Loss to a Class or Classes of Notes net of reimbursable
        expenses.

       

      Redemption
        Date:  The first Payment Date on which the Servicer is
        permitted to exercise its right to purchase the assets of the Trust pursuant
        to
        Section 9.02 hereof.

       

      Redemption
        Price:  The sum of (a) the greater of (i) the aggregate Class
        Principal Amount of the Notes outstanding plus accrued but unpaid interest
        thereon (including Deferred Interest and Available Funds Shortfalls) and
        (ii)
        100% of the aggregate outstanding principal balance of the Mortgage Loans,
        plus
        accrued interest thereon at the applicable Mortgage Rate plus the fair market
        value of all other property being purchased, (b) any unreimbursed Servicing
        Advances, (c) the amount of any swap breakage costs resulting from the
        termination of the Swap Agreement as a result of redemption (as reported
        to the
        Trust Administrator by the Swap Counterparty) and (d) all other amounts to
        be
        paid or reimbursed to the Master Servicer, the Trust Administrator, the
        Indenture Trustee, the Owner Trustee and the Custodian.

       

      Reference
        Banks:  Leading banks selected by the Trust Administrator and
        engaged in transactions in Eurodollar deposits in the international Eurocurrency
        market (1) with an established place of business in London, (2) whose quotations
        appear on the Reuters Screen LIBO Page on the Determination Date in question,
        (3) which have been designated as such by the Trust Administrator and (4)
        not
        controlling, controlled by, or under common control with, the

       


      
        
          
          

        

        
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      Depositor,
        the Indenture Trustee, the Trust Administrator, the Master Servicer, the
        Servicer, the Seller or any successor servicer.

       

      Regulation
        AB:  means 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 Red. 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.

       

      REIT:  A
        real estate investment trust within the meaning of section 856 of the
        Code.

       

      Related
        Senior Principal
        Payment Amount:  With respect to each Mortgage Group and for
        any Payment Date, an amount equal to the lesser of (x) the aggregate Class
        Principal Amounts of the Class 1-A Notes (with respect to Group 1) or of
        the
        Class 2-A1, Class 2-A2 and Class 2-A3 Notes (with respect to Group 2)
        immediately prior to that Payment Date and (y) the product of (a) the Senior
        Principal Payment Amount and (b) the related Senior Proportionate Percentage
        in
        each case for such date.

       

      Relevant
        Servicing
        Criteria: means the Servicing Criteria applicable to the various parties,
        as set forth on Exhibit [_] attached hereto.  For clarification
        purposes, multiple parties can have responsibility for the same Relevant
        Servicing Criteria.  With respect to a Servicing Function Participant
        engaged by the Indenture Trustee or the Servicer, the term “Relevant Servicing
        Criteria” may refer to a portion of the Relevant Servicing Criteria applicable
        to the Servicer, the Trustee or [  ].

       

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

       

      Relevant
        UCC:  The Uniform Commercial Code as in effect in the
        applicable jurisdiction.

       

      REO
        Disposition
        Proceeds:  All amounts received with respect to an REO
        Disposition pursuant to Section 4.02(p).

       

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

       

      Reportable
        Event:  has the meaning set forth in Section
        8.07(d)(i).

       

      Representing
        Party:  The Servicer making the representations and warranties
        under Section 4.05(a).

       

      Required
        Loss
        Percentage:  With respect to any Payment Date, the applicable
        percentage for such Payment Date as set forth in the following
        table:

       


      
        
          
          

        

        
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                  Payment
                    Date

                  
                  

                

                
                

              	
                
                  Required
                    Loss Percentage

                  
                  

                

                
                

              
	
                [__________]
                  200[ ] to [__________] 200[ ]

                
                

              	
                [___]%
                  with respect to December 200[ ], plus an additional 1/12th of [___]%
                  for
                  each month thereafter

                
                

              
	
                [__________]
                  200[  ] to [__________] 200[ ]

                
                

              	
                [___]%
                  with respect to December 200[ ], plus an additional 1/12th of [___]%
                  for
                  each month thereafter

                
                

              
	
                [__________]
                  200[  ] to [__________] 20[  ]

                
                

              	
                [___]%
                  with respect to December 200[ ], plus an additional 1/12th of [___]%
                  for
                  each month thereafter

                
                

              
	
                [__________]
                  20[  ] to [__________] 20[  ]

                
                

              	
                [___]%
                  with respect to December 20[ ], plus an additional 1/12th of [___]%
                  for
                  each month thereafter

                
                

              
	
                [__________]
                  20[ ] and thereafter

                
                

              	
                [___]%

                
                

              


      

       

      Reserve
        Interest
        Rate:  The rate per annum that the Trust Administrator
        determines to be either (1) the arithmetic mean (rounded upwards if necessary
        to
        the nearest whole multiple of [ ]%) of the one-month United States dollar
        lending rates which New York City banks selected by the Trust Administrator
        are
        quoting on the relevant Interest Determination Date to the principal London
        offices of leading banks in the London interbank market or, (2) in the event
        that the Trust Administrator can determine no such arithmetic mean, the lowest
        one-month United States dollar lending rate which New York City banks selected
        by the Trust Administrator are quoting on such Determination Date to leading
        European banks.

       

      Responsible
        Officer:  Any Vice President, any Assistant Vice President, any
        Assistant Secretary, any Assistant Treasurer, any Corporate Trust officer
        or any
        other officer of the Indenture Trustee or the Trust Administrator, as
        applicable, customarily performing functions similar to those performed by
        any
        of the above-designated officers and, in each case, having direct responsibility
        for the administration of the Operative Agreements and also, with respect
        to a
        particular matter, any other officer to whom such matter is referred because
        of
        such officer’s knowledge of and familiarity with the particular
        subject.

       

      Reuters
        Screen LIBO
        Page:  The display designated as page “LIBO” on the Reuters
        Monitor Money Rates Service (or such other page as may replace the LIBO page
        on
        that service for the purpose of displaying London interbank offered rates
        of
        major banks).

       

      S&P:  Standard
        & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., or
        any successor in interest.

       

      Sarbanes
        Certifying
        Party:  Any person who provides a certification pursuant to the
        Sarbanes-Oxley Act of 2002 on behalf of the Trust.

       


      
        
          
          

        

        
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      Sarbanes-Oxley
        Act:  means the Sarbanes-Oxley Act of 2002 and the rules and
        regulations of the Commission promulgated thereunder (including any
        interpretations thereof by the Commission’s staff).

       

      Sarbanes-Oxley
        Certification:  has the meaning set forth in Section
        8.07(c)(v).

       

      Scheduled
        Payment:  Each scheduled payment of principal and interest (or
        of interest only, if applicable) to be paid by the Mortgagor on a Mortgage
        Loan,
        as reduced (except where otherwise specified herein) by the amount of any
        related Debt Service Reduction or pursuant to the Civil Relief Act (excluding
        all amounts of principal and interest that were due on or before the Cut-off
        Date whenever received) and, in the case of an REO Property, an amount
        equivalent to the Scheduled Payment that would have been due on the related
        Mortgage Loan if such Mortgage Loan had remained in existence.

       

      Securities
        Act:  means the Securities Act of 1933, as amended, and the
        rules and regulations thereunder.

       

      Securities
        Intermediary:  The Person acting as Securities Intermediary
        under this Agreement (which is [__________]), its successor in
        interest, and any successor Securities Intermediary appointed pursuant to
        Section 6.04.

       

      Security
        Entitlement:  The meaning specified in Section 8-102(a)(17) of
        the New York UCC.

       

      Seller:  STB
        Real Estate (Georgia), Inc., and its successors and assigns.

       

      Senior
        Enhancement
        Percentage:  With respect to a Payment Date on or after the
        Stepdown Date, the quotient of (a) the Aggregate Collateral Balance, less
        the
        aggregate Class Principal Amount of the Senior Notes outstanding as of such
        Payment Date, prior to giving effect to payments to be made on such Payment
        Date, divided by (b) the Aggregate Collateral Balance.

       

      Senior
        Note:  Any Class 1-A, Class 2-A1, Class 2-A2 or Class 2-A3
        Note.

       

      Senior
        Principal Payment
        Amount:  With respect to the Senior Notes and any Payment Date
        on or after the Stepdown Date and as long as a Trigger Event is not in effect,
        with respect to such Payment Date, an amount equal to the lesser of (x) the
        Principal Payment Amount for both Mortgage Groups and (y) the amount, if
        any, by
        which (A) the aggregate Class Principal Amounts of the Senior Notes immediately
        prior to that Payment Date exceeds (B) the Senior Target Amount.

       

      Senior
        Priorities:  The priority of payments to the Class A Notes
        described in clauses (i)(1)(B) and (C) and (i)(2)(B) and (C), as applicable,
        in
        Section 6.02(e) herein for the related Mortgage Group.

       

      Senior
        Proportionate
        Percentage:  With respect to Group 1 and any Payment Date, the
        fraction, expressed as a percentage, the numerator of which is the Principal
        Funds for Group 1 for such Payment Date and the denominator of which is the
        aggregate of the Principal Funds for Group 1 and Group 2 for such
        date.  With respect to Group 2 and any Payment Date, the
        fraction,

       


      
        
          
          

        

        
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      expressed
        as a percentage, the numerator of which is the Principal Funds for Group
        2 for
        such Payment Date and the denominator of which is the aggregate of the Principal
        Funds for Group 1 and Group 2 for such date.

       

      Senior
        Target
        Amount:  With respect to any Payment Date, an amount equal to
        the lesser of (a) the product of (i) approximately [____]% and (ii) the Aggregate
        Collateral Balance for such Payment Date determined as of the last day of
        the
        related Due Period and (b) the amount, if any, by which (i) the Aggregate
        Collateral Balance for such Payment Date determined as of the last day of
        the
        related Due Period exceeds (ii) approximately [   ]% of the
        Aggregate Collateral Balance as of the Closing Date.

       

      Servicer:  SunTrust
        Mortgage, Inc., or its successor in interest or assigns or any successor
        to the
        Servicer under this Agreement as herein provided.

       

      Servicer
        Event of
        Default:  Any one of the conditions or circumstances enumerated
        in Section 4.07 with respect to the Servicer.

       

      Servicer
        Remittance
        Date:  The day in each calendar month on which the Servicer is
        required to remit payments to the Collection Account, which is the
        [    ] day of each calendar month (or, if such day is not a
        Business Day, the next Business Day), commencing in December
        [200_].

       

      Service(s)(ing):  means,
        in accordance with Regulation AB, the act of servicing and administering
        the
        Mortgage Loans or any other assets of the Trust by an entity that meets the
        definition of “servicer’ set forth in Item 1101 of Regulation AB and is subject
        to the disclosure requirements set forth in 1108 of Regulation
        AB.  For clarification purposes, any uncapitalized occurrence of this
        term shall have the meaning commonly understood by participants in the
        residential mortgage-backed securitization market.

       

      Servicing
        Administration
        Fee:  As to any Payment Date and each Mortgage Loan, an amount
        equal to the product of (a) one-twelfth of the Servicing Administration Fee
        Rate
        and (b) the outstanding principal balance of such Mortgage Loan as of the
        first
        day of the related Due Period.

       

      Servicing
        Administration Fee
        Rate:  With respect to each Mortgage Loan,
        [   ]% per annum.

       

      Servicing
        Advances:  All customary, reasonable and necessary “out of
        pocket” costs and expenses other than Advances (including reasonable attorneys’
fees and disbursements) incurred in the performance by the Servicer of its
        servicing obligations, including, but not limited to, the cost of (a) the
        preservation, inspection, restoration and protection of the Mortgaged Property,
        (b) any enforcement or administrative or judicial proceedings, including
        foreclosures, (c) the management and liquidation of the Mortgaged Property
        if
        the Mortgaged Property is acquired in satisfaction of the Mortgage, (d) taxes,
        assessments, water rates, sewer rents and other charges which are or may
        become
        a lien upon the Mortgaged Property and fire and hazard insurance coverage
        and
        (e) any losses sustained by the Servicer with respect to the liquidation
        of the
        Mortgaged Property.  Notwithstanding anything to the contrary herein,
        in the event the Servicer

       


      
        
          
          

        

        
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      determines
        in its reasonable judgment that a Servicing Advance is a Nonrecoverable Advance,
        the Servicer shall be under no obligation to make such Servicing
        Advance.

       

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

       

      Servicing
        File:  The items pertaining to a particular Mortgage Loan
        including, but not limited to, the computer files, data disks, books, records,
        data tapes, notes, and all additional documents generated as a result of
        or
        utilized in originating and/or servicing each Mortgage Loan, which are held
        in
        trust for the Indenture Trustee by the Servicer.

       

      Servicing
        Function
        Participant:  means any Additional Servicer, Subservicer,
        Subcontractor or any other Person, other than the Servicer and the Trustee,
        that
        is performing activities addressed by the Servicing Criteria, unless such
        Person’s activities relate only to 5% or less of the Mortgage
        Loans.

       

      Servicing
        Officer:  Any officer of the Servicer involved in or
        responsible for, the administration and servicing of the Mortgage Loans whose
        name appears on a list of servicing officers furnished by the Servicer to
        the
        Master Servicer upon request, as such list may from time to time be
        amended.

       

      Servicing
        Standard:  The servicing procedures that (i) conform to
        customary and usual standards of practice of prudent mortgage loan servicers,
        taking into account that the Mortgage Loans are sub-prime or non-prime loans,
        (ii) follow the policies and procedures that the Servicer applies to similar
        mortgage loans serviced for third parties and for its own account, (iii)
        comply
        with all applicable laws and follow collection practices with respect to
        the
        related Mortgage Loans that are in all material respects legal and customary,
        and (iv) subject to clause (iii), comply with the requirements of this
        Agreement.

       

      Stated
        Principal
        Balance:  With respect to any Payment Date, either (a) in the
        case of any Mortgage Loan, the principal balance of such Mortgage Loan at
        the
        close of business on the Cut-off Date after giving effect to principal payments
        due on or before the Cut-off Date, whether or not received, less an amount
        equal
        to principal payments due after the Cut-off Date and on or before the Due
        Date
        in the related Due Period, whether or not received from the Mortgagor or
        advanced by the Servicer or the Master Servicer, and all amounts allocable
        to
        unscheduled principal payments (including Principal Prepayments, Liquidation
        Proceeds, Insurance Proceeds and condemnation proceeds, in each case to the
        extent identified and applied prior to or during the related Prepayment Period),
        provided that the Stated Principal Balance of any Liquidated Mortgage Loan
        shall
        be zero and (b) in the case of any REO Property, the Stated Principal Balance
        of
        the related Mortgage Loan on the Due Date immediately preceding the date
        of
        acquisition of such REO Property by or on behalf of the Indenture Trustee
        (reduced by any amount applied as a reduction of principal on the related
        Mortgage Loan).

       

      Stepdown
        Date:  The earlier of (a) the first Payment Date on which the
        aggregate Class Principal Amount of the Class A Notes (after giving effect
        to
        payment of the Principal Funds for such Payment Date) has been reduced to
        zero
        and (b) the later to occur of (1) the Payment Date in [__________] or (2) the first
        Payment Date on which the aggregate Class Principal Amount of

       


      
        
          
          

        

        
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      the
        Class
        A Notes (after giving effect to payments of the Principal Funds for such
        Payment
        Date) is less than or equal to [____]% of the Aggregate Collateral Balance
        as of
        the end of the immediately preceding Due Period.

       

      Stepup
        Date:  The first Payment Date after the Payment Date on which
        the Aggregate Collateral Balance at the beginning of the Due Period related
        to
        that Payment Date is less than [  ]% of the Aggregate Collateral
        Balance as of the Closing Date.

       

      Subaccount:
        Any of
        the Pool 1 Subaccount or the Pool 2 Subaccount.

       

      Subcontractor:  Any
        vendor, subcontractor or other Person that is not responsible for the overall
        servicing (as “servicing” is commonly understood by participants in the
        mortgage-backed securities market) 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 the Servicer or the Trust
        Administrator.

       

      Subordinate
        Note:  Any Class M1, Class M2, Class M3, Class M4, Class M5,
        Class M6 or Class M7 Note.

       

      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 Issuing Entity, the Depositor, the Indenture Trustee
        and
        the Trust Administrator, substantially in the form attached as Exhibit
        I.

       

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

       

      Substitution
        Amount:  The amount, if any, by which the Stated Principal
        Balance of a Deleted Mortgage Loan exceeds the Stated Principal Balance of
        the
        related Qualifying Substitute Mortgage Loan, or aggregate Stated Principal
        Balance, if applicable, plus unpaid interest thereon, any related unpaid
        Advances or Servicing Advances or unpaid Servicing Administration Fees or
        unpaid
        Master Servicing Fees and the amount of any costs and damages incurred by
        the
        Trust Fund associated with a violation of any applicable federal, state or
        local
        predatory or abusive lending law in connection with the origination of such
        Deleted Mortgage Loan.

       

      Swap
        Agreement:  The swap agreement dated [__________],
        200[  ], by and between the Swap Counterparty and the Issuing Entity,
        specifically the ISDA Master Agreement dated as of [__________],
        200[  ] between the Swap Counterparty and the Issuing Entity, the
        schedule thereto and the related confirmation (____________ ), substantially
        in
        the form of Exhibit B hereto.

       


      
        
          
          

        

        
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      Swap
        Counterparty:  [_____________].

       

      Targeted
        Overcollateralization Amount:  With respect to any Payment Date
        prior to the Stepdown Date, an amount equal to [____]% of the Aggregate
        Collateral Balance as of the Closing Date, and with respect to any Payment
        Date
        on or after the Stepdown Date, an amount equal to the lesser of (x) [____]%
        of
        the Aggregate Collateral Balance as of the Closing Date and (y) 1.60% of
        the
        Aggregate Collateral Balance as of the end of the related Due Period, subject
        to
        a floor equal to [____]% of the Aggregate Collateral Balance as of the Closing
        Date; provided, however, that on any Payment Date with respect to which a
        Trigger Event has occurred and is continuing, the Targeted Overcollateralization
        Amount will be an amount equal to the Targeted Overcollateralization Amount
        for
        the Payment Date immediately preceding such Payment Date.

       

      Title
        Insurance
        Policy:  A title insurance policy maintained with respect to a
        Mortgage Loan.

       

      Total
        Principal Deficiency
        Amount:  With respect to any Payment Date, the excess, if any,
        of the aggregate Class Principal Amount of the Notes immediately prior to
        such
        Payment Date over the sum of the Aggregate Collateral Balance and any
        Recoveries, each as of the last day of the related Due Period.

       

      Total
        Remittance
        Amount:  With respect to any Payment Date, the sum of (i) the
        Interest Funds for both Mortgage Groups for such Payment Date and (ii) the
        Principal Funds for both Mortgage Groups for such Payment Date.

       

      Trigger
        Event:  A Trigger Event shall have occurred with respect to any
        Payment Date on or after the Stepdown Date, if (a) the quotient of (1) the
        aggregate Stated Principal Balance of all Mortgage Loans 60 or more days
        delinquent, measured on a rolling three-month basis (including Mortgage Loans
        in
        foreclosure, REO Properties and Mortgage Loans with respect to which the
        applicable mortgagor is in bankruptcy) divided by (2) the Aggregate Collateral
        Balance as of the preceding Servicer Remittance Date, equals or exceeds the
        product of (i) [     ]% and (ii) the Senior Enhancement
        Percentage, (b) the quotient (expressed as a percentage) of (1) the aggregate
        Realized Losses incurred from the Initial Cut-off Date through the last day
        of
        the calendar month preceding such Payment Date divided by (2) the Aggregate
        Collateral Balance as of the Closing Date exceeds the Required Loss Percentage
        or (c) a Principal Deficiency Amount exists for such Payment Date.

       

      Trust
        or Trust
        Fund:  The Issuing Entity.

       

      Trust
        Account:  The Collection Account.

       

      Trust
        Account
        Property:  The Trust Account, all amounts and investments held
        from time to time in the Trust Account (whether in the form of deposit accounts,
        physical property, book-entry securities, uncertificated securities, securities
        entitlements, investment property or otherwise) and all proceeds of the
        foregoing.

       

      Trust
        Agreement:  The trust agreement dated as of [________],
        200[  ], between the Depositor and the Owner Trustee, as amended and
        restated on [________], 200[  ], among the

       


      
        
          
          

        

        
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      Depositor,
        the Trust Administrator and the Owner Trustee, as such may be amended or
        supplemented from time to time.

       

      Trust
        Estate:  The assets of the Issuing Entity and pledged by the
        Issuing Entity to the Indenture Trustee under the Indenture, which assets
        consist of all accounts, accounts receivable, contract rights, general
        intangibles, chattel paper, instruments, documents, money, deposit accounts,
        certificates of deposit, goods, notes, drafts, letters of credit, advices
        of
        credit, investment property, uncertificated securities and rights to payment
        of
        any and every kind consisting of, arising from or relating to any of the
        following:  (a) the Mortgage Loans listed in the Mortgage Loan
        Schedule, and principal due and payable after the Cut-off Date, but not
        including interest and principal due and payable on any Mortgage Loans on
        or
        before the Cut-off Date, together with the Mortgage Files relating to such
        Mortgage Loans; (b) any Insurance Proceeds, REO Property, Liquidation Proceeds,
        REO Disposition Proceeds and other recoveries (in each case, subject to clause
        (a) above), (c) the Collection Account, any Custodial Account, any Escrow
        Account, the Pre-Funding Account and all amounts deposited therein pursuant
        to
        the applicable provisions of this Agreement, (d) any Insurance Policies,
        (e) the
        rights of the Depositor under the Mortgage Loan Purchase Agreement, (f) all
        income, revenues, issues, products, revisions, substitutions, replacements,
        profits, rents and all cash and non-cash proceeds of the foregoing and (g)
        the
        rights of the Trust under the Swap Agreement.

       

      UCC:  The
        Uniform Commercial Code as enacted in the relevant jurisdiction.

       

      Underwriters:  [_____________________________________].

       

      Voting
        Interests:  The portion of the voting rights of all the Notes
        that is allocated to any Note for purposes of the voting provisions of this
        Agreement.  At all times during the term of this Agreement, 98% of all
        voting rights will be allocated among the holders of the Notes as provided
        below.  The portion of such voting rights allocated to such Notes will
        be based on the fraction, expressed as a percentage, the numerator of which
        is
        the aggregate Class Principal Amount then outstanding and the denominator
        of
        which is the aggregate outstanding principal balance of the Notes.  At
        all times during the term of the Indenture and this Agreement, the holders
        of
        the Ownership Certificate will be allocated 2% of the voting
        rights.  The voting rights allocation to any Class of Notes or the
        Ownership Certificate will be allocated among all holders of each such Class
        or
        Certificate in proportion to the outstanding Class Principal Amount of such
        Notes or Percentage Interest of the Ownership Certificate.

       

      Section
        1.02. Calculations
        With Respect to
        the Mortgage Loans.  Calculations required to be made pursuant
        to this Agreement with respect to any Mortgage Loan in the Trust Estate shall
        be
        made based upon current information as to the terms of the Mortgage Loans
        and
        reports of payments received from the Mortgagor on such Mortgage Loans provided
        by the Servicer to the Trust Administrator.  Payments to be made by
        the Trust Administrator shall be based on information provided by the
        Servicer.  The Trust Administrator shall not be required to recompute,
        verify or recalculate the information supplied to it by the
        Servicer.

       

      Section
        1.03. Calculations
        With Respect to
        Accrued Interest.  Accrued interest, if any, on any LIBOR Note
        shall be calculated based upon a 360-day year and the actual number of days
        in
        each Accrual Period.  

       


      
        
          
          

        

        
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      ARTICLE
        II  

       

      CONVEYANCE
        OF MORTGAGE LOANS

       

      Section
        2.01. Creation
        and Declaration of
        Trust Estate; Conveyance of Initial Mortgage Loans.

       

      (a) Mortgage
        Loans.  As of the Closing Date, in consideration of the Issuing
        Entity’s delivery of the Notes to the Depositor or its designee, 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
        Issuing Entity, 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,
        the Depositor’s security interest in any collateral pledged to secure the
        Mortgage Loans, including the Mortgaged Properties and any proceeds of the
        foregoing, to have and to hold, in trust; and the Indenture Trustee declares
        that, subject to the review provided for in Section 2.02, it has received
        and
        shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit
        and
        use of the Noteholders and the Swap Counterparty and for the purposes and
        subject to the terms and conditions set forth in this Agreement, and,
        concurrently with such receipt, the Issuing Entity has issued and delivered
        the
        Notes to or upon the order of the Depositor, in exchange for the Mortgage
        Loans
        and the other property of the Trust Estate.

       

      Concurrently
        with the execution and delivery of this Agreement, the Depositor does hereby
        assign to the Issuing Entity all of its rights and interest under the Mortgage
        Loan Purchase Agreement but without delegation of any of its obligations
        thereunder.  The Issuing Entity hereby accepts such assignment, and
        shall be entitled to exercise all the rights of the Depositor under the Mortgage
        Loan Purchase Agreement as if, for such purpose, it were the
        Depositor.  Upon the issuance of the Notes, ownership in the Trust
        Estate shall be vested in the Issuing Entity, subject to the lien created
        by the
        Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders
        and the Swap Counterparty.  The Issuing Entity hereby accepts such
        assignment and shall be entitled to exercise all rights of the Depositor
        under
        the Mortgage Loan Purchase Agreement as if, for such purpose, it were the
        Depositor.  The foregoing sale, transfer, assignment, set-over,
        deposit and conveyance does not and is not intended to result in creation
        or
        assumption by the Indenture Trustee of any obligation of the Depositor, the
        Seller, or any other Person in connection with the Mortgage Loans or any
        other
        agreement or instrument relating thereto except as specifically set forth
        herein.

       

      It
        is
        agreed and understood by the Depositor, the Issuing Entity and the Indenture
        Trustee that it is not intended that any Mortgage Loan to be included in
        the
        Trust Fund be (i) a “High-Cost Home Loan” as defined in the New Jersey Home
        Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as
        defined in the New Mexico Home Loan Protection Act effective January 1, 2004,
        (iii) a “High-Cost Home Mortgage Loan” as defined in the

       


      
        
          
          

        

        
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      Massachusetts
        Predatory Home Loan Practices Act effective November 7, 2004 and (iv) a “High
        Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective
        January 1, [200_].

       

      (b) 
        In
        connection with such transfer and assignment, the Depositor does hereby deliver
        to, and deposit with, or cause to be delivered to and deposited with, the
        Indenture Trustee, and/or the Custodian acting on the Indenture Trustee’s
        behalf, the following documents or instruments with respect to each Initial
        Mortgage Loan (each a “Mortgage File”) so transferred and assigned:

       

      (i) the
        original Mortgage Note, endorsed either (A) in blank or (B) in the form of
        the
        Form of Endorsement set forth in Exhibit A-4 hereto (or Exhibit B-6 to the
        Custodial Agreement), or with respect to any lost Mortgage Note, an original
        Lost Note Affidavit, in the form set forth in Exhibit C hereto (or Exhibit
        B-5
        to the Custodial Agreement), stating that the original Mortgage Note was
        lost,
        misplaced or destroyed, together with a copy of the related Mortgage
        Note;

       

      (ii) the
        original of any guarantee executed in connection with the Mortgage Note assigned
        to the Indenture Trustee;

       

      (iii) the
        original Mortgage with evidence of recording thereon, and the original recorded
        power of attorney, if the Mortgage was executed pursuant to a power of attorney,
        with evidence of recording thereon or, if such Mortgage or power of attorney
        has
        been submitted for recording but has not been returned from the applicable
        public recording office, has been lost or is not otherwise available, a copy
        of
        such Mortgage or power of attorney, as the case may be, certified by an
        Officer’s Certificate of the Seller to be a true and complete copy of the
        original submitted for recording, together with a written Opinion of Counsel
        acceptable to the Indenture Trustee and the Depositor that an original recorded
        Mortgage is not required to enforce the Indenture Trustee’s interest in the
        Mortgage Loan;

       

      (iv) with
        respect to each Non-MERS Mortgage Loan, an original Assignment of Mortgage,
        in
        form and substance acceptable for recording.  The Mortgage shall be
        assigned either (A) in blank, without recourse, or (B) to
“[___________________],” as Indenture Trustee of the SunTrust
        [      ] Trust, Series 200[ ]-[__]”, without
        recourse or (C) to the order of the Indenture Trustee;

       

      (v) an
        original copy of any intervening assignment of Mortgage showing a complete
        chain
        of assignments or, in the case of an intervening assignment that has been
        lost,
        a written Opinion of Counsel for the Seller acceptable to the Indenture Trustee
        that such original intervening assignment is not required to enforce the
        Indenture Trustee’s interest in the Mortgage Loans;

       

      (vi) the
        original or a certified copy of lender’s title insurance policy (or, in lieu
        thereof, a commitment to issue such title insurance policy, with an original
        or
        a certified copy of such title insurance policy to follow as soon after the
        Closing Date as reasonably practicable);

       

      (vii) the
        original or copies of each assumption, modification, written assurance or
        substitution agreement, if any, or as to any such agreement which cannot
        be
        delivered prior to

       


      
        
          
          

        

        
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      the
        Closing Date because of a delay caused by the public recording office where
        such
        assumption, modification or substitution agreement has been delivered for
        recordation, a photocopy of such assumption, modification or substitution
        agreement, pending delivery of the original thereof, together with an Officer’s
        Certificate of the Seller certifying that the copy of such assumption,
        modification or substitution agreement delivered to the Custodian is a true
        copy
        and that the original of such agreement has been forwarded to the public
        recording office; and

       

      (viii) the
        original of any security agreement or equivalent instrument executed in
        connection with the Mortgage or as to any security agreement or equivalent
        instrument that cannot be delivered on or prior to the Closing Date because
        of a
        delay caused by the public recording office where such document has been
        delivered for recordation, a photocopy of such document, pending delivery
        of the
        original thereof, together with an Officer’s Certificate of the Seller
        certifying that the copy of such security agreement, chattel mortgage or
        their
        equivalent delivered to the Custodian is a true copy and that the original
        of
        such document has been forwarded to the public recording office.

       

      The
        Depositor and the Seller acknowledge and agree that the form of endorsement
        attached hereto as Exhibit A-4 is intended to effect the transfer to the
        Indenture Trustee, for the benefit of the Noteholders and the Swap Counterparty,
        of the Mortgage Notes and the Mortgages.

       

      (c) 
        MERS is
        the record owner of all of the Mortgage Loans. The Seller shall, or shall
        cause
        the Servicer, at the expense of the Seller, to take such actions as are
        necessary to cause the Indenture Trustee to be clearly identified as the
        owner
        of each such Mortgage Loan on the records of MERS for purposes of the system
        of
        recording transfers of beneficial ownership of mortgages maintained by
        MERS.

       

      (d) In
        instances where a Title Insurance Policy is required to be delivered to the
        Indenture Trustee or the Custodian on behalf of the Indenture Trustee under
        clause (b)(vii) above and is not so delivered, the Seller will provide a
        copy of
        such Title Insurance Policy to the Indenture Trustee, or to the Custodian
        on
        behalf of the Indenture Trustee, as promptly as practicable after the execution
        and delivery hereof, but in any case within 180 days of the Closing
        Date.

       

      (e) For
        Initial Mortgage Loans (if any) that have been prepaid in full after the
        Cut-off
        Date and prior to the Closing Date, the Depositor, in lieu of delivering
        the
        above documents, herewith delivers to the Indenture Trustee, or to the Custodian
        on behalf of the Indenture Trustee, an Officer’s Certificate of the Seller which
        shall include a statement to the effect that all amounts received in connection
        with such prepayment that are required to be deposited in the Collection
        Account
        pursuant to Section 5.07 have been so deposited.  All original
        documents that are not delivered to the Indenture Trustee or the Custodian
        on
        behalf of the Indenture Trustee shall be held by the Servicer in trust for
        the
        benefit of the Indenture Trustee and the Noteholders and the Swap
        Counterparty.

       

      Section
        2.02. Acceptance
        of Trust Estate;
        Review of Documentation.

       


      
        
          
          

        

        
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      (a) Subject
        to the provisions of Section 2.01, the Issuing Entity acknowledges receipt
        of
        the assets transferred by the Depositor of the assets included in the Trust
        Estate and has directed that the documents referred to in Section 2.01 and
        all
        other assets included in the definition of “Trust Estate” be delivered to the
        Indenture Trustee (or the Custodian) on its behalf.

       

      The
        Indenture Trustee, by execution and delivery hereof, acknowledges receipt
        by it
        or by the applicable Custodian on its behalf of the Mortgage Files pertaining
        to
        the Mortgage Loans listed on the Mortgage Loan Schedule, subject to review
        thereof by the Indenture Trustee, or by the Custodian on behalf of the Indenture
        Trustee, under this Section 2.02.  The Indenture Trustee, or the
        Custodian on behalf of the Indenture Trustee, will execute and deliver to
        the
        Depositor, the Master Servicer and the Servicer (and the Indenture Trustee
        if
        delivered by the Custodian) on the Closing Date an Initial Certification
        in the
        form annexed hereto as Exhibit A-1 (or in the form annexed to the Custodial
        Agreement as Exhibit A-1, as applicable).

       

      (b) Within
        45
        days after the Closing Date, the Indenture Trustee or the Custodian on behalf
        of
        the Indenture Trustee, will, for the benefit of Noteholders and the Swap
        Counterparty, review each Mortgage File to ascertain that all required documents
        set forth in Section 2.01 have been received and appear on their face to
        contain
        the requisite signatures by or on behalf of the respective parties thereto,
        and
        shall deliver to the Depositor, the Master Servicer and the Servicer (and
        the
        Indenture Trustee if delivered by the Custodian) an Interim Certification
        in the
        form annexed hereto as Exhibit A-2 (or in the form annexed to the Custodial
        Agreement as Exhibit A-2, as applicable) to the effect that, as to each Mortgage
        Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan prepaid
        in full or any specifically identified in such certification as not covered
        by
        such certification), (i) all of the applicable documents specified in Section
        2.01(b) are in its possession and (ii) such documents have been reviewed
        by it
        and appear to relate to such Mortgage Loan.  The Indenture Trustee, or
        the Custodian on behalf of the Indenture Trustee, shall determine whether
        such
        documents are executed and endorsed, but shall be under no duty or obligation
        to
        inspect, review or examine any such documents, instruments, certificates
        or
        other papers to determine that the same are valid, binding, legally effective,
        properly endorsed, genuine, enforceable or appropriate for the represented
        purpose or that they have actually been recorded or are in recordable form
        or
        that they are other than what they purport to be on their
        face.  Neither the Indenture Trustee nor the Custodian shall have any
        responsibility for verifying the genuineness or the legal effectiveness of
        or
        authority for any signatures of or on behalf of any party or
        endorser.

       

      (c) 
        If, in
        the course of the review described in paragraph (b) above or paragraph (d)
        below, the Indenture Trustee or the Custodian discovers any document or
        documents constituting a part of a Mortgage File that is missing, does not
        appear regular on its face (i.e., is mutilated, damaged, defaced, torn or
        otherwise physically altered) or appears to be unrelated to the Mortgage
        Loans
        identified in the Mortgage Loan Schedule, as applicable (each, a “Material
        Defect”), the Indenture Trustee, or the Custodian on behalf of the Indenture
        Trustee, discovering such Material Defect shall identify the Mortgage Loan
        to
        which such Material Defect relates in the Interim Certification delivered
        to the
        Depositor and the Master Servicer.  Within 90 days of its receipt of
        such notice, the Seller shall be required to cure such Material Defect (and,
        in
        such event, the Seller shall provide the Indenture Trustee with an Officer’s
        Certificate confirming that such cure has been effected).  If the
        Seller does not so cure such Material Defect, if a loss has been incurred
        with
        respect to such Mortgage Loan that would, if such Mortgage Loan were
        not

       


      
        
          
          

        

        
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      purchased
        from the Trust Estate, constitute a Realized Loss, and such loss is attributable
        to the failure of the Seller to cure such Material Defect, the Seller shall
        repurchase the related Mortgage Loan from the Trust Estate at the Purchase
        Price.  A loss shall be deemed to be attributable to the failure of
        the Seller to cure a Material Defect if, as determined by the Seller, upon
        mutual agreement with the Indenture Trustee each acting in good faith, absent
        such Material Defect, such loss would not have been incurred.  The
        Seller may, in lieu of repurchasing a Mortgage Loan pursuant to this Section
        2.02, substitute for such Mortgage Loan a Qualifying Substitute Mortgage
        Loan
        subject to the provisions of Section 3.03.  The failure of the
        Indenture Trustee or the Custodian to deliver the Interim Certification within
        45 days after the Closing Date shall not affect or relieve the Seller of
        its
        obligation to repurchase any Mortgage Loan pursuant to this Section 2.02
        or any
        other Section of this Agreement requiring the repurchase of Mortgage Loans
        from
        the Trust Estate.

       

      (d) Within
        180 days following the Closing Date, the Indenture Trustee, or the Custodian,
        shall deliver to the Depositor, the Master Servicer and the Servicer (and
        the
        Indenture Trustee if delivered by the Custodian) a Final Certification
        substantially in the form attached as Exhibit A-3 (or in the form annexed
        to the
        Custodial Agreement as Exhibit A-3, as applicable) evidencing the completeness
        of the Mortgage Files in its possession or control, with any exceptions noted
        thereto.

       

      (e) Nothing
        in this Agreement shall be construed to constitute an assumption by the Trust
        Estate, the Indenture Trustee, the Custodian or the Noteholders of any
        unsatisfied duty, claim or other liability on any Mortgage Loan or to any
        Mortgagor.

       

      (f) Notwithstanding
        anything to the contrary contained herein, each of the parties hereto
        acknowledges that the Custodian shall perform the applicable review of the
        Mortgage Loans and respective certifications thereof as provided in the
        Custodial Agreement.

       

      (g) Upon
        execution of this Agreement, the Depositor hereby delivers to the Indenture
        Trustee and the Indenture Trustee acknowledges a receipt of the Mortgage
        Loan
        Purchase Agreement.

       

      Section
        2.03. Grant
        Clause.

       

      (a) It
        is
        intended that the conveyance by the Depositor to the Issuing Entity of the
        Mortgage Loans, as provided for in Section 2.01 be construed as a sale by
        the
        Depositor to the Issuing Entity of the Mortgage Loans and other assets in
        the
        Trust Estate for the benefit of the Noteholders and the Swap
        Counterparty.  Further, it is not intended that any such conveyance be
        deemed to be a pledge of the Mortgage Loans by the Depositor to the Issuing
        Entity to secure a debt or other obligation of the
        Depositor.  However, in the event that the Mortgage Loans are held to
        be property of the Depositor or if for any reason this Agreement is held
        or
        deemed to create a security interest in the Mortgage Loans and other assets
        in
        the Trust Estate, then it is intended that (a) this Agreement shall also
        be
        deemed to be a security agreement within the meaning of Articles 8 and 9
        of the
        New York UCC (or the Relevant UCC if not the New York UCC); (b) the conveyances
        provided for in Section 2.01 shall be deemed to be (1) a grant by the Depositor
        to the Issuing Entity of a security interest in all of the Depositor’s right
        (including the power to convey title thereto), title and interest, whether
        now
        owned or hereafter acquired, in and

       


      
        
          
          

        

        
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      to
        (A)
        the Mortgage Loans, including the Mortgage Notes, the Mortgages, any related
        insurance policies and all other documents in the related Mortgage Files,
        (B)
        all amounts payable pursuant to the Mortgage Loans in accordance with the
        terms
        thereof and (C) any and all general intangibles consisting of, arising from
        or
        relating to any of the foregoing, and all proceeds of the conversion, voluntary
        or involuntary, of the foregoing into cash, instruments, securities or other
        property, including without limitation all Liquidation Proceeds, all Insurance
        Proceeds, all amounts from time to time held or invested in the Collection
        Account, whether in the form of cash, instruments, securities or other property
        and (2) an assignment by the Depositor to the Issuing Entity of any security
        interest in any and all of the Depositor’s right (including the power to convey
        title thereto), title and interest, whether now owned or hereafter acquired,
        in
        and to the property described in the foregoing clauses (1)(A) through (C);
        (c)
        the possession by the Indenture Trustee or any other agent of the Issuing
        Entity
        of Mortgage Notes, and such other items of property as constitute instruments,
        money, negotiable documents or chattel paper shall be deemed to be “possession
        by the secured party,” or possession by a purchaser or a person designated by
        such secured party, for purposes of perfecting the security interest pursuant
        to
        the New York UCC and any other Relevant UCC (including, without limitation,
        Section 9-313, 8-313 or 8-321 thereof); and (d) notifications to persons
        holding
        such property, and acknowledgments, receipts or confirmations from persons
        holding such property, shall be deemed notifications to, or acknowledgments,
        receipts or confirmations from, financial intermediaries, bailees or agents
        (as
        applicable) of the Issuing Entity for the purpose of perfecting such security
        interest under applicable law.

       

      (b) 
        The
        Depositor and, at the Depositor’s direction, the Issuing Entity shall, to the
        extent consistent with this Agreement, take such reasonable actions as may
        be
        necessary to ensure that, if this Agreement were deemed to create a security
        interest in the Mortgage Loans and the other property of the Trust Estate,
        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 this Agreement.  Without limiting the generality of the foregoing,
        the Depositor shall prepare and file any UCC financing statements that are
        necessary to perfect the Indenture Trustee’s security interest in or lien on the
        Mortgage Loans, as evidenced by an Officer’s Certificate of the Depositor, and
        furnish a copy of each such filed financing statement to the Trust
        Administrator.  The Trust Administrator shall prepare and file, at the
        expense of the Issuing Entity, all filings necessary to maintain the
        effectiveness of any original filings necessary under the Relevant UCC to
        perfect the Indenture Trustee’s security interest in or lien on the Mortgage
        Loans, including without limitation (x) continuation statements, and (y)
        to the
        extent that a Responsible Officer of the Trust Administrator has received
        written notice of such change or transfer, such other statements as may be
        occasioned by (1) any change of name of the Seller, the Depositor or the
        Issuing
        Entity, (2) any change of location of the place of business or the chief
        executive office of the Seller or the Depositor or (3) any transfer of any
        interest of the Seller or the Depositor in any Mortgage Loan.

       

      Neither
        the Depositor nor the Issuing Entity shall organize under the law of any
        jurisdiction other than the State under which each is organized as of the
        Closing Date (whether changing its jurisdiction of organization or organizing
        under an additional jurisdiction) without giving 30 days prior written notice
        of
        such action to its immediate and mediate transferee, including the Indenture
        Trustee.  Before effecting such change, each of the Depositor or the
        Issuing Entity proposing to change its jurisdiction of organization shall
        prepare and file in the

       


      
        
          
          

        

        
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      appropriate
        filing office any financing statements or other statements necessary to continue
        the perfection of the interests of its immediate and mediate transferees,
        including the Indenture Trustee, in the Mortgage Loans.  In connection
        with the transactions contemplated by this Agreement and the Indenture, each
        of
        the Depositor and the Issuing Entity authorizes its immediate or mediate
        transferee, including the Indenture Trustee, to file in any filing office
        any
        initial financing statements, any amendments to financing statements, any
        continuation statements, or any other statements or filings described in
        this
        Section 2.03(b).

       

      (c) The
        Depositor shall not take any action inconsistent with the sale by the Depositor
        of all of its right, title and interest in and to the Trust Estate and shall
        indicate or shall cause to be indicated in its records and records held on
        its
        behalf that ownership of each Mortgage Loan and the other property of the
        Issuing Entity is held by the Issuing Entity.  In addition, the
        Depositor shall respond to any inquiries from third parties with respect
        to
        ownership of a Mortgage Loan or any other property of the Trust Estate by
        stating that it is not the owner of such Mortgage Loan and that ownership
        of
        such Mortgage Loan or other property of the Trust Estate is held by the Issuing
        Entity on behalf of the Noteholders and the Swap Counterparty.

       

      Section
        2.04. 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 parties
        hereto intend that for federal income tax purposes the transfer of Subsequent
        Mortgage Loans will be characterized as described in Section 8.7 of the Mortgage
        Loan Purchase Agreement.  If the assignment and transfer of the
        Mortgage Loans and the other property specified in this Section 2.04 from
        the
        Seller to the Depositor and by the Depositor to the Trust pursuant to this
        Agreement and each Subsequent Transfer Agreement is held or deemed not to
        be a
        sale or is held or deemed to be a pledge of security for a loan, each of
        the
        Seller and the Depositor intend that the rights and obligations of the parties
        shall be established pursuant to the terms of this Agreement and that, in
        such
        event, (i) the Seller shall be deemed to have granted and does hereby grant
        to
        the Depositor and the Depositor shall be deemed to have granted and

       


      
        
          
          

        

        
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      does
        hereby grant to the Trust as of such Subsequent Transfer Date a first priority
        security interest in the entire right, title and interest of the Seller and
        of
        the Depositor in and to the Subsequent Mortgage Loans and all other property
        conveyed to the Trust pursuant to this Section 2.04 and all proceeds thereof
        and
        (ii) this Agreement shall constitute a security agreement under applicable
        law.  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.  On or before each Subsequent Transfer Date,
        the Seller shall deliver to, and deposit with the Indenture Trustee or the
        Custodian on behalf of the Indenture 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 Indenture Trustee or the Custodian
        on
        behalf of the Indenture Trustee the Subsequent Mortgage Loans and the other
        property and rights related thereto 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 Indenture 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 Indenture Trustee, the Trust
        Administrator, the Master Servicer or 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 Indenture Trustee, the Depositor, the
        Trust
        Administrator, the Master Servicer and the Servicer a duly executed Subsequent
        Transfer Agreement in substantially the form of Exhibit I;

       

      (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
        Seller shall have provided the Indenture Trustee, the Trust Administrator,
        the
        Depositor 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
        Seller to the

       


      
        
          
          

        

        
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      Depositor
        and the enforceability of the Subsequent Transfer Agreement with respect
        to the
        Seller and the Depositor, which matters may be covered in the opinions delivered
        on the Closing Date;

       

      (viii) The
        Depositor shall have provided the Indenture 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;

       

      (ix) 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;

       

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

       

      (xi) On
        the
        last Subsequent Transfer Date, the Indenture 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

       

      (xii) The
        Issuing Entity shall have provided the Indenture 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.

       

      Section
        2.05. Option
        to Contribute
        Derivative Instrument.

       

      At
        any
        time on or after the Closing Date, the Seller shall have the right to contribute
        to, and deposit into, the Trust a derivative contract or comparable instrument
        (a “Derivative Instrument”).  The Derivative Instrument may have a
        notional amount in excess of the sum of the beneficial interests in the
        Trust.  Any such instrument shall constitute a fully prepaid
        agreement.  The Trust Administrator shall have no tax reporting duties
        with respect to any such Derivative Instrument.

       

      ARTICLE
        III        

       

      REPRESENTATIONS
        AND WARRANTIES

       

      Section
        3.01. Representations
        and
        Warranties of the Depositor and the Seller.

       


      
        
          
          

        

        
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      (a) 
        The
        Depositor hereby represents and warrants to the Issuing Entity, the Indenture
        Trustee for the benefit of Noteholders and the Swap Counterparty, the Trust
        Administrator, the Master Servicer and the Servicer as of the Closing Date
        or
        such other date as is specified, that:

       

      (i) This
        Agreement constitutes a legal, valid and binding obligation of the Depositor,
        enforceable against the Depositor in accordance with its terms, except as
        enforceability may be limited by applicable bankruptcy, insolvency,
        reorganization, moratorium or other similar laws now or hereafter in effect
        affecting the enforcement of creditors’ rights in general and except as such
        enforceability may be limited by general principles of equity (whether
        considered in a proceeding at law or in equity);

       

      (ii) 
        Immediately prior to the transfer by the Depositor to the Trust Estate of
        each
        Mortgage Loan, the Depositor had good and equitable title to each Initial
        Mortgage Loan (insofar as such title was conveyed to it by the Seller) subject
        to no prior lien, claim, participation interest, mortgage, security interest,
        pledge, charge or other encumbrance or other interest of any
        nature;

       

      (iii) As
        of the
        Closing Date, the Depositor has transferred all right, title and interest
        in the
        Initial Mortgage Loans to the Trust Estate;

       

      (iv) The
        Depositor has not transferred the Initial Mortgage Loans to the Trust Estate
        with any intent to hinder, delay or defraud any of its creditors;

       

      (v) The
        Depositor has been duly organized and is validly existing as a limited liability
        company in good standing under the laws of the state of Delaware, with full
        power and authority to own its assets and conduct its business as presently
        being conducted; and

       

      (b) 
        The
        Seller hereby represents and warrants to the Issuing Entity, the Indenture
        Trustee for the benefit of Noteholders and the Swap Counterparty, the Trust
        Administrator, the Master Servicer and the Depositor as of the Closing Date
        or
        such other date as is specified, that:

       

      (i) the
        Seller is a [__________] corporation, duly organized validly existing and
        in
        good standing under the laws of the [______________], and has the corporate
        power to own its assets and to transact the business in which it is currently
        engaged.  The Seller is duly qualified to do business as a foreign
        corporation and is in good standing in each jurisdiction in which the character
        of the business transacted by it or any properties owned or leased by it
        requires such qualification and in which the failure so to qualify would
        have a
        material adverse effect on the business, properties, assets, or condition
        (financial or other) of the Seller;

       

      (ii) the
        Seller has the corporate power and authority to make, execute, deliver and
        perform this Agreement and all of the transactions contemplated under the
        Agreement, and has taken all necessary corporate action to authorize the
        execution, delivery and performance of this Agreement.  When executed
        and delivered, this Agreement will constitute the legal, valid and binding
        obligation of the Seller enforceable in accordance with its terms, except
        as
        enforcement of such terms may be limited by bankruptcy, insolvency or similar
        laws affecting the enforcement of creditors’ rights generally and by the
        availability of equitable remedies;

       


      
        
          
          

        

        
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      (iii) the
        Seller is not required to obtain the consent of any other party or any consent,
        license, approval or authorization from, or registration or declaration with,
        any governmental authority, bureau or agency in connection with the execution,
        delivery, performance, validity or enforceability of this Agreement, except
        for
        such consent, license, approval or authorization, or registration or
        declaration, as shall have been obtained or filed, as the case may be, prior
        to
        the Closing Date;

       

      (iv) the
        execution, delivery and performance of this Agreement by the Seller will
        not
        violate any provision of any existing law or regulation or any order or decree
        of any court applicable to the Seller or any provision of the articles of
        incorporation or bylaws of the Seller, or constitute a material breach of
        any
        mortgage, indenture, contract or other agreement to which the Seller is a
        party
        or by which the Seller may be bound;

       

      (v) no
        litigation or administrative proceeding of or before any court, tribunal
        or
        governmental body is currently pending, or to the knowledge of the Seller
        threatened, against the Seller or any of its properties or with respect to
        this
        Agreement which in the opinion of the Seller has a reasonable likelihood
        of
        resulting in a material adverse effect on the transactions contemplated by
        this
        Agreement, and

       

      (vi) The
        Seller has been organized in conformity with the requirements for qualification
        as a REIT and currently qualifies as a REIT; the Seller has filed an election
        to
        be treated as a REIT for federal income tax purposes; and the Seller has
        operated in a manner and will continue to operate in a manner that will enable
        it to continue to maintain its current qualification as a REIT.

       

      (c) 
        The
        Seller hereby represents and warrants to the Issuing Entity, the Indenture
        Trustee for the benefit of Noteholders and the Swap Counterparty, the Trust
        Administrator, the Master Servicer and the Depositor as of the Closing Date
        or
        such other date as is specified, with respect to the Mortgage Loans, the
        representations and warranties set forth in Section 3.2 of the Mortgage Loan
        Purchase Agreement.

       

      (d) To
        the
        extent that any fact, condition or event with respect to a Mortgage Loan
        constitutes a breach of a representation or warranty of the Seller under
        subsection (c) above or the Mortgage Loan Purchase Agreement, the only right
        or
        remedy of the Indenture Trustee or any Certificateholder hereunder shall
        be
        their rights to enforce the obligations of the Seller under any applicable
        representation or warranty made by it.  The Indenture Trustee
        acknowledges that the Depositor shall have no obligation or liability with
        respect to any breach of any representation or warranty with respect to the
        Mortgage Loans (except as set forth in Section 3.01(a)(ii)) under any
        circumstances.

       

      Section
        3.02. Discovery
        of
        Breach.  It is understood and agreed that the representations
        and warranties (i) of the Depositor set forth in Section , (ii) of the Seller
        set forth in Section 4.05 and 3.01(b) and (iii) of the Servicer pursuant
        to
        Section 4.05 of this Agreement, shall each survive delivery of the Mortgage
        Files and the Assignment of Mortgage of each Mortgage Loan to the Indenture
        Trustee and shall continue throughout the term of this
        Agreement.  With respect to the representations and warranties which
        are made to the best of the Seller’s knowledge, if it is discovered by the
        Depositor, the Seller, the Trust Administrator, the Indenture Trustee,
        the

       


      
        
          
          

        

        
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      Master
        Servicer, the Underwriters or the Servicer that the substance of such
        representation and warranty is inaccurate and such inaccuracy materially
        and
        adversely affects the value of the Mortgage Loans or the interests of the
        Noteholders or the Indenture Trustee therein, notwithstanding such Seller’s lack
        of knowledge with respect to the substance of such representation or warranty,
        remedies for breach will apply to such inaccuracy.  Any breach of the
        representation and warranty set forth in clauses [(xxi), (xxxiv), (lxxii),
        (lxxiv), (lxxv), (lxxvi), (lxxxv), (lxxxvi), (lxxxvii) and (lxxxviii)] of
        Section 3.2 of the Mortgage Loan Purchase Agreement shall be deemed to
        materially and adversely affect the interest of the Trust in that Mortgage
        Loan,
        notwithstanding the Seller’s lack of knowledge with respect to the substance of
        such representation and warranty.  Upon discovery by any of the
        Depositor, the Master Servicer, the Trust Administrator or the Indenture
        Trustee
        of a breach of any of such representations and warranties made by the Seller
        that adversely and materially affects the value of the related Mortgage Loan,
        the party discovering such breach shall give prompt written notice to the
        other
        parties.  Within 60 days of the discovery by the Seller of a breach of
        any representation or warranty given to the Indenture Trustee by the Seller
        or
        the Seller’s receipt of written notice of such a breach, the Seller shall either
        (a) cure such breach in all material respects, (b) repurchase such Mortgage
        Loan
        or any property acquired in respect thereof from the Indenture Trustee at
        the
        Purchase Price or (c) substitute a Qualifying Substitute Mortgage Loan for
        the
        affected Mortgage Loan.

       

      Section
        3.03. Repurchase,
        Purchase or
        Substitution of Mortgage Loans.

       

      (a) With
        respect to any Mortgage Loan repurchased by the Seller pursuant to Section
        3.02(b) of this Agreement, or any Mortgage Loan purchased by the Servicer
        pursuant to Section 4.02(b) of this Agreement, the principal portion of the
        funds in respect of such repurchase or purchase of a Mortgage Loan will be
        considered a Principal Prepayment and the Purchase Price shall be deposited
        in
        the Collection Account.  Upon receipt by the Trust Administrator of
        the full amount of the Purchase Price for a Deleted Mortgage Loan, or upon
        receipt of notification from the Custodian that it had received the Mortgage
        File for a Qualifying Substitute Mortgage Loan substituted for a Deleted
        Mortgage Loan (and any applicable Substitution Amount), the Indenture Trustee
        shall release or cause to be released and reassign to the Depositor, the
        Seller
        or the Servicer, as applicable, the related Mortgage File for the Deleted
        Mortgage Loan and shall execute and deliver such instruments of transfer
        or
        assignment, in each case without recourse, representation or warranty, as
        shall
        be necessary to vest in such party or its designee or assignee title to any
        Deleted Mortgage Loan released pursuant hereto, free and clear of all security
        interests, liens and other encumbrances created by this Agreement and the
        Indenture, which instruments shall be prepared by the Servicer and the Indenture
        Trustee shall have no further responsibility with respect to the Mortgage
        File
        relating to such Deleted Mortgage Loan.

       

      (b) With
        respect to each Qualifying Substitute Mortgage Loan to be delivered to the
        Indenture Trustee (or its custodian) in exchange for a Deleted Mortgage
        Loan:  (i) the Depositor , the Seller, or the Servicer, as applicable,
        must deliver to the Indenture Trustee (or a Custodian) the Mortgage File
        for the
        Qualifying Substitute Mortgage Loan containing the documents set forth in
        Section 2.01(b) along with a written certification certifying as to the delivery
        of such Mortgage File and containing the granting language set forth in Section
        2.01(a); and (ii) the Seller and the Depositor will be deemed to have made,
        with
        respect to such Qualifying Substitute Mortgage Loan, each of the representations
        and warranties made by it with respect to the related

       


      
        
          
          

        

        
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      Deleted
        Mortgage Loan.  As soon as practicable after the delivery of any
        Qualifying Substitute Mortgage Loan hereunder, the Indenture Trustee, at
        the
        expense of the Depositor and at the direction and with the cooperation of
        the
        Servicer shall (i) with respect to a Qualifying Substitute Mortgage Loan
        that is
        a Non-MERS Mortgage Loan, cause the Assignment of Mortgage to be recorded
        by the
        Servicer if required pursuant to Section 2.01(c), or (ii) with respect to
        a
        Qualifying Substitute Mortgage Loan that is a MERS Mortgage Loan, cause to
        be
        taken such actions as are necessary to cause the Indenture Trustee (on behalf
        of
        the Issuing Entity) to be clearly identified as the owner of each such Mortgage
        Loan on the records of MERS if required pursuant to Section
        2.01(c).

       

      ARTICLE
        IV  

       

      ADMINISTRATION
        AND SERVICING OF THE

      MORTGAGE
        LOANS BY THE SERVICER

       

      Section
        4.01. Seller’s
        Engagement of
        Servicer to Perform Servicing Responsibilities.

       

      (a) Contract
        for Servicing;
        Possession of Servicing Files.  The Seller, as the owner of the
        servicing rights, by execution and delivery of this Agreement, does hereby
        contract with the Servicer subject to the terms of this Agreement, for the
        servicing of the Mortgage Loans for the benefit of the Issuing Entity and
        the
        Indenture Trustee.  The Servicer shall maintain a Servicing File with
        respect to each Mortgage Loan in order to service such Mortgage Loans pursuant
        to this Agreement and each Servicing File delivered to the Servicer shall
        be
        held in trust by the Servicer for the benefit of the Issuing Entity and the
        Indenture Trustee; provided,
        however, that the Servicer shall not have any liability for any Servicing
        Files (or portions thereof) not delivered by the Seller.  The
        Servicer’s possession of any portion of the Mortgage Loan documents shall be at
        the will of the Indenture Trustee for the sole purpose of facilitating servicing
        of the related Mortgage Loan pursuant to this Agreement, and such retention
        and
        possession by the Servicer shall be in a custodial capacity only.  The
        ownership of each Mortgage Note, Mortgage, and the contents of the Servicing
        File shall be vested in the Indenture Trustee and the ownership of all records
        and documents with respect to the related Mortgage Loan prepared by or which
        come into the possession of the Servicer shall immediately vest in the Indenture
        Trustee and shall be retained and maintained, in trust, by the Servicer at
        the
        will of the Indenture Trustee in such custodial capacity only.  The
        Servicing File retained by the Servicer pursuant to this Agreement shall
        be
        identified in accordance with the Servicer’s file tracking system to reflect the
        ownership of the related Mortgage Loan by the Indenture Trustee.  The
        Servicer shall release from its custody the contents of any Servicing File
        retained by it only in accordance with this Agreement.

       

      (b) Books
        and
        Records.  All rights arising out of the Mortgage Loans shall be
        vested in the Indenture Trustee, subject to the Servicer’s rights to service and
        administer the Mortgage Loans hereunder in accordance with the terms of this
        Agreement.  All funds received on or in connection with a Mortgage
        Loan, other than the Master Servicing Fee, the Servicing Administration Fee
        and
        other compensation and reimbursement to which the Servicer is entitled as set
        forth herein, including but not limited to Sections 4.04 and 4.21 below,
        shall
        be received and held by them in trust for the benefit of the Indenture Trustee
        pursuant to the terms of this Agreement.

       


      
        
          
          

        

        
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      The
        Servicer shall forward to the Custodian original documents evidencing an
        assumption, modification, consolidation or extension of any Mortgage Loan
        entered into in accordance with Section 3.01 within one week of their execution;
        provided, however, that
        the Servicer shall
        provide the Custodian with a Servicer certified true copy of any such document
        submitted for recordation within one week of its execution, and shall provide
        the original of any document submitted for recordation or a copy of such
        document certified by the appropriate public recording office to be a true
        and
        complete copy of the original within 120 days of its submission for
        recordation.

       

      Section
        4.02. Servicing
        of the Mortgage
        Loans.

       

      (a) Servicer
        to
        Service.  The Servicer shall service and administer the
        Mortgage Loans from and after the Closing Date and shall have full power
        and
        authority, acting alone, to do any and all things in connection with such
        servicing and administration which the Servicer may deem necessary or desirable,
        consistent with the terms of this Agreement and with Servicing
        Standards.

       

      Consistent
        with the terms of this Agreement, the Servicer may waive, modify or vary
        any
        term of any Mortgage Loan or consent to the postponement of strict compliance
        with any such term or in any manner grant indulgence to any Mortgagor if
        in the
        Servicer’s reasonable and prudent determination such waiver, modification,
        postponement or indulgence is not materially adverse to the interests of
        the
        Issuing Entity, the Indenture Trustee and the Noteholders; provided, however, that
        unless the Mortgagor is in default, or such default is, in the judgment of
        the
        Servicer, reasonably foreseeable, the Servicer shall not permit any modification
        with respect to any Mortgage Loan that would change the Mortgage Rate, defer
        or
        forgive the payment of principal or interest, reduce or increase the outstanding
        principal balance (except for actual payments of principal) or change the
        final
        maturity date on such Mortgage Loan.  In the event of any such
        modification which permits the deferral of interest or principal payments
        on any
        Mortgage Loan, the Servicer shall, on the Servicer Remittance Date in any
        month
        in which any such principal or interest payment has been deferred, make an
        Advance in accordance with Section 4.03(c) in an amount equal to the difference
        between (a) such month’s principal and one month’s interest at the Mortgage Loan
        Remittance Rate on the unpaid principal balance of such Mortgage Loan and
        (b)
        the amount paid by the Mortgagor.  The Servicer shall be entitled to
        reimbursement for such advances to the same extent as for all other Advances
        made pursuant to this Agreement.  Without limiting the generality of
        the foregoing, the Servicer shall continue, and is hereby authorized and
        empowered, to execute and deliver on behalf of itself, the Issuing Entity
        and
        the Indenture Trustee, all instruments of satisfaction or cancellation, or
        of
        partial or full release, discharge and all other comparable instruments,
        with
        respect to the Mortgage Loans and with respect to the Mortgaged
        Properties.  The Indenture Trustee shall execute and deliver to the
        Servicer powers of attorney and other documents, including, without limitation,
        a power of attorney in the form attached hereto as Exhibit H, furnished
        to it by the Servicer and reasonably satisfactory to the Indenture Trustee,
        necessary or appropriate to enable the Servicer to carry out its servicing
        and
        administrative duties under this Agreement; provided that the Indenture
        Trustee shall not be liable for the actions of the Servicer under any such
        powers of attorney.  In accordance with the Servicing Standard, after
        the execution of any assumption, modification, consolidation or extension
        of any
        Mortgage Loan, the Servicer shall update the Servicing File

       


      
        
          
          

        

        
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      copies
        of
        any documents evidencing such assumption, modification, consolidation or
        extension.

       

      In
        servicing and administering the Mortgage Loans, the Servicer shall adhere
        to the
        Servicing Standard.

       

      (b) Delinquent
        and Defaulted
        Mortgage Loans.  The Servicer, may, at any time either (i)
        purchase any delinquent Mortgage Loan in consideration of the Purchase Price
        of
        such Mortgage Loan or (ii) substitute a defaulted Mortgage Loan with a
        Qualifying Substitute Mortgage Loan.  Any purchase or substitution
        effected by the Servicer in reliance on this Section 4.02(b) shall be performed
        in accordance with the terms specified in Section 3.03 hereof.

       

      In
        addition, in connection with its management of the liquidation of defaulted
        Mortgage Loans, the Servicer may sell defaulted Mortgage Loans; provided, however, that
        Servicer shall not take any action that is inconsistent with or prejudices
        the
        interest of the Noteholders in any Mortgage Loan or the rights and interest
        of
        the Depositor, the Indenture Trustee, the Master Servicer, the Trust
        Administrator, the Custodian and the Noteholders under this
        Agreement.

       

      (c) Collection
        and Liquidation
        of Mortgage Loans.  Continuously from the Closing Date, until
        the date each Mortgage Loan ceases to be subject to this Agreement, the Servicer
        shall proceed diligently to collect all payments due under each of the Mortgage
        Loans when the same shall become due and payable and shall take special care
        in
        ascertaining and estimating Escrow Payments and all other charges that will
        become due and payable with respect to the Mortgage Loans and each related
        Mortgaged Property, to the end that the installments payable by the Mortgagors
        will be sufficient to pay such charges as and when they become due and
        payable.

       

      The
        Servicer shall use its best efforts, consistent with the Servicing Standard
        to
        foreclose upon or otherwise comparably convert the ownership of such Mortgaged
        Properties 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 3.01.  The Servicer shall use its best efforts to realize upon
        defaulted Mortgage Loans in such a manner as will maximize the receipt of
        principal and interest by the Trust, taking into account, among other things,
        the timing of foreclosure proceedings.  The foregoing is subject to
        the provisions that, in any case in which Mortgaged Property shall have suffered
        damage, the Servicer shall not be required to expend its own funds toward
        the
        restoration of such property unless it shall determine in its discretion
        (i)
        that such restoration will increase the proceeds of liquidation of the related
        Mortgage Loan to the Issuing Entity and the Indenture Trustee after
        reimbursement to itself for such expenses, and (ii) that such expenses will
        be
        recoverable by the Servicer through Insurance Proceeds or Liquidation Proceeds
        from the related Mortgaged Property.  In the event that any payment
        due under any Mortgage Loan and not otherwise postponed, deferred or waived
        pursuant to Section 4.02 is not paid when the same becomes due and payable,
        or
        in the event the Mortgagor fails to perform any other covenant or obligation
        under the Mortgage Loan and such failure continues beyond any applicable
        grace
        period, the Servicer shall take such action as (1) shall be consistent with
        Servicing Standards and (2) the Servicer shall determine prudently to be
        in the
        best interest of the Issuing Entity, the Indenture Trustee and the
        Noteholders.  In the event that any payment due under any Mortgage
        Loan is not otherwise postponed, deferred or waived pursuant to
        Section

       


      
        
          
          

        

        
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      4.02(a)
        and remains delinquent for a period of 105 days or any other default continues
        for a period of 105 days beyond the expiration of any grace or cure period,
        the
        Servicer shall commence foreclosure proceedings.  The Servicer shall
        notify the Master Servicer in writing of the commencement of foreclosure
        proceedings on a monthly basis no later than the fifth Business Day of each
        month (which notification may be included within the monthly reports submitted
        to the Master Servicer under Section 4.03(b) this Agreement).  In such
        connection, the Servicer shall be responsible for all costs and expenses
        incurred by it in any such proceedings; provided, however, that it
        shall be entitled to reimbursement thereof from the related Mortgaged Property,
        as contemplated in Sections 4.02(e) and 4.02(p).

       

      Notwithstanding
        the generality of the preceding paragraph, the Servicer shall take such actions
        generally in accordance with the Servicer’s established default timeline and in
        accordance with Servicing Standards with respect to each Mortgage Loan and
        Mortgagor for which there is a delinquency until such time as the related
        Mortgagor is current with all payments due under the Mortgage Loan.

       

      (d) Establishment
        of and
        Deposits to Custodial Account.

       

      (i) 
        The
        Servicer shall segregate and hold all funds collected and received pursuant
        to
        the Mortgage Loans separate and apart from any of its own funds and general
        assets and shall initially establish and maintain one or more Custodial
        Accounts, in the form of time deposit or demand accounts, each of which accounts
        shall be titled “SunTrust Mortgage, Inc. (or
        [_____________________________________], as Servicer) in trust for
        [_____________________________________], as Indenture Trustee, for the SunTrust
        [      ] Trust, Series 200[ ]-[__] Mortgage-Backed
        Notes” and referred to herein as a “Custodial Account.”  Each
        Custodial Account shall be an Eligible Account.  Any funds deposited
        in the Custodial Account may be invested in Eligible Investments subject
        to the
        provisions of Section 4.02(j) hereof.  Funds deposited in the
        Custodial Account may be drawn on by the Servicer in accordance with Section
        4.02(e) hereof.  The creation of any Custodial Account shall be
        evidenced by a letter agreement in the form of Exhibit E hereto.  A
        copy of such certification or letter agreement shall be furnished to the
        Indenture Trustee, the Master Servicer and, upon request, to any subsequent
        owner of the Mortgage Loans.

       

      (ii) The
        Servicer shall deposit in the Custodial Account on a daily basis, but not
        more
        than two (2) Business Days after receipt by the Servicer and retain therein,
        the
        following collections received by the Servicer and payments made by the Servicer
        after the related Cut-off Date (other than scheduled payments of principal
        and
        interest due on or before the related Cut-off Date), as applicable:

       

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

       

      (B) all
        payments on account of interest on the Mortgage Loans adjusted to the Mortgage
        Loan Remittance Rate;

       

      (C) all
        Liquidation Proceeds (net of Liquidation Expenses);

       


      
        
          
          

        

        
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      (D) all
        Insurance Proceeds including amounts required to be deposited pursuant to
        Section 4.02(k) (other than proceeds to be held in the Escrow Account and
        applied to the restoration and repair of the Mortgaged Property or released
        to
        the Mortgagor in accordance with the related Mortgage Loan documents and
        Servicing Standards);

       

      (E) all
        Condemnation Proceeds that are not applied to the restoration or repair of
        the
        Mortgaged Property or released to the Mortgagor in accordance with the related
        Mortgage Loan documents and Servicing Standards;

       

      (F) with
        respect to each Principal Prepayment in full or in part, the Prepayment Interest
        Shortfall Amount, if any, for the month of payment.  Such deposit
        shall be made from the Servicer’s own funds, without reimbursement therefore, up
        to a maximum amount per month in the aggregate of the Servicing Administration
        Fee, actually received for such month for the Mortgage Loans;

       

      (G) 
        all
        Advances made by the Servicer pursuant to Section 4.03(c);

       

      (H) any
        amounts received from the Seller, the Depositor or any other person giving
        representations and warranties with respect to the Mortgage Loans, in connection
        with the repurchase of any Mortgage Loan;

       

      (I) any
        amounts required to be deposited by the Servicer pursuant to Section 4.03(k)
        in
        connection with the deductible clause in any blanket hazard insurance
        policy;

       

      (J) any
        amounts received with respect to or related to any REO Property or REO
        Disposition Proceeds pursuant to Section 4.02(p); and

       

      (K) any
        other
        amounts required to be deposited in the Custodial Account pursuant to this
        Agreement.

       

      The
        foregoing requirements for deposit into the Custodial Account shall be
        exclusive, it being understood and agreed that, without limiting the generality
        of the foregoing, payments in the nature of the Servicing Administration
        Fee,
        Prepayment Interest Excess Amounts and Ancillary Income need not be deposited
        by
        the Servicer into the Custodial Account.  Any interest paid on funds
        deposited in the Custodial Account by the depository institution maintaining
        such account shall accrue to the benefit of the Servicer and the Servicer
        shall
        be entitled to retain and withdraw such interest from the Custodial Account
        pursuant to Section 3.04.  Additionally, any other benefit derived
        from the Custodial Account associated with the receipt, disbursement and
        accumulation of principal, interest, taxes, hazard insurance, mortgage
        insurance, etc. shall accrue to the Servicer.

       

      (e) Permitted
        Withdrawals from
        Custodial Account.

       

      The
        Servicer shall, from time to time, withdraw funds from the Custodial Account
        for
        the following purposes:

       


      
        
          
          

        

        
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      (1) to
        make
        payments to the Master Servicer in the amounts and in the manner provided
        for in
        Section 4.03(a);

       

      (2) 
        in the
        event the Servicer has elected not to retain the Servicing Administration
        Fee
        out of any Mortgagor payments on account of interest or other recovery of
        interest with respect to a particular Mortgage Loan (including late collections
        of interest on such Mortgage Loan, or interest portions of Insurance Proceeds,
        Liquidation Proceeds or Condemnation Proceeds) prior to the deposit of such
        Mortgagor payment or recovery into the Custodial Account, to pay to itself
        the
        related Servicing Administration Fee from all such Mortgagor payments on
        account
        of interest or other such recovery for interest with respect to that Mortgage
        Loan;

       

      (3) 
        to
        reimburse itself for unreimbursed Advances and Servicing Advances, the
        Servicer’s right to reimburse itself pursuant to this subclause (3) with respect
        to any Mortgage Loan being limited to related Liquidation Proceeds (net of
        Liquidation Expenses), Condemnation Proceeds, Insurance Proceeds, REO
        Disposition Proceeds and other amounts received in respect of the related
        REO
        Property, and such other amounts as may be collected by the Servicer from
        the
        Mortgagor or otherwise relating to such Mortgage Loan, it being understood
        that,
        in the case of any such reimbursement, the Servicer’s right thereto shall be
        prior to the rights of the Noteholders;

       

      (4) 
        to
        reimburse itself for any previously unreimbursed Advances or Servicing Advances
        that it determines are Nonrecoverable Advances, it being understood, in the
        case
        of each such reimbursement, that the Servicer’s right thereto shall be prior to
        the rights of the Noteholders;

       

      (5) to
        pay
        itself investment earnings on funds deposited in the Custodial
        Account;

       

      (6) to
        transfer funds to another Eligible Account in accordance with Section 4.02(j)
        hereof;

       

      (7) to
        invest
        funds in certain Eligible Investments in accordance with Section 4.02(d)(i)
        and
        Section 4.02(i) hereof;

       

      (8) to
        withdraw funds deposited in error;

       

      (9) to
        clear
        and terminate the Custodial Account upon the termination of this Agreement;
        and

       

      (10) to
        pay
        itself any Prepayment Interest Excess Amount.

       

      (f) Establishment
        of and
        Deposits to Escrow Account.  The Servicer shall segregate and
        hold all funds collected and received pursuant to a Mortgage Loan constituting
        Escrow Payments separate and apart from any of its own funds and general
        assets
        and shall establish and maintain one or more Escrow Accounts, in the form
        of
        time deposit or demand accounts, titled

       


      
        
          
          

        

        
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      “SunTrust
        Mortgage, Inc. (or [_____________________________________], as Servicer)
        in
        trust for [_____________________________________], as Indenture Trustee,
        for the
        SunTrust [   ] Trust, Series 200[ ]-[__].”  The Escrow
        Accounts shall be established with an Eligible Institution in a manner that
        shall provide maximum available insurance thereunder.  Nothing herein
        shall require the Servicer to compel a Mortgagor to establish an Escrow Account
        in violation of applicable law.  Funds deposited in the Escrow Account
        may be drawn on by the Servicer in accordance with Section
        4.02(g).  The creation of any Escrow Account shall be evidenced by a
        letter agreement in the form of Exhibit F hereto.  A copy of such
        certification or letter agreement shall be furnished to the Master
        Servicer.

       

      The
        Servicer shall deposit in the Escrow Account or Accounts on a daily basis,
        and
        retain therein:

       

      (i) all
        Escrow Payments collected on account of the Mortgage Loans, for the purpose
        of
        effecting timely payment of any such items as required under the terms of
        this
        Agreement; and

       

      (ii) all
        amounts representing Insurance Proceeds or Condemnation Proceeds which are
        to be
        applied to the restoration or repair of any Mortgaged Property.

       

      The
        Servicer shall make withdrawals from the Escrow Account only to effect such
        payments as are required under this Agreement, as set forth in Section
        4.02(g).  The Servicer shall be entitled to retain any interest
        earnings paid on funds deposited in the Escrow Account by the depository
        institution, other than interest on escrowed funds required by law to be
        paid to
        the Mortgagor.  To the extent required by law, the Servicer shall pay
        interest on escrowed funds to the Mortgagor notwithstanding that the Escrow
        Account may be non-interest bearing or the interest earnings paid thereon
        are
        insufficient for such purposes.

       

      (g) Permitted
        Withdrawals from
        Escrow Account.  Withdrawals from the Escrow Account or
        Accounts may be made by the Servicer only:

       

      (i) to
        effect
        timely payments of ground rents, taxes, assessments, water rates, mortgage
        insurance premiums, condominium charges, fire and hazard insurance premiums
        or
        other items constituting Escrow Payments for the related Mortgage;

       

      (ii) to
        reimburse the Servicer for any Servicing Advance of an Escrow Payment made
        by
        the Servicer with respect to a related Mortgage Loan, but only from amounts
        received on the related Mortgage Loan which represent late collections of
        Escrow
        Payments thereunder;

       

      (iii) to
        refund
        to any Mortgagor any funds found to be in excess of the amounts required
        to be
        escrowed under the terms of the related Mortgage Loan;

       

      (iv) to
        the
        extent permitted by applicable law, for transfer to the Custodial Account
        and
        application to reduce the principal balance of the Mortgage Loan in accordance
        with the terms of the related Mortgage and Mortgage Note;

       


      
        
          
          

        

        
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      (v) for
        application to restoration or repair of the Mortgaged Property in accordance
        with Section 4.02(o);

       

      (vi) to
        pay to
        the Servicer, or any Mortgagor to the extent required by law, any interest
        paid
        on the funds deposited in the Escrow Account; and

       

      (vii) to
        clear
        and terminate the Escrow Account on the termination of this
        Agreement.

       

      The
        Servicer will be responsible for the administration of the Escrow Accounts
        and
        will be obligated to make Servicing Advances to the Escrow Account in respect
        of
        its obligations under this Agreement , reimbursable from the Escrow Accounts
        or
        Custodial Account to the extent not collected from the related Mortgagor,
        anything to the contrary notwithstanding, when and as necessary to avoid
        the
        lapse of insurance coverage on the Mortgaged Property, or which the Servicer
        knows, or in servicing the Mortgage Loans in accordance with Servicing Standards
        should know, is necessary to avoid the loss of the Mortgaged Property due
        to a
        tax sale or the foreclosure as a result of a tax lien.  If any such
        payment has not been made and the Servicer receives notice of a tax lien
        with
        respect to the Mortgage being imposed, the Servicer will advance or cause
        to be
        advanced funds necessary to discharge such lien on the Mortgaged Property
        in
        order to prevent loss of title to the Mortgaged Property.

       

      (h) Notification
        of
        Adjustments.  With respect to each Mortgage Loan, the Servicer
        shall adjust the Mortgage Rate on the related interest rate 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 Rate
        and
        Scheduled Payment adjustments.  The Servicer shall promptly, upon
        written request therefor, deliver to 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 Master Servicer that the Servicer
        has failed to adjust a Mortgage Rate or Scheduled Payment in accordance with
        the
        terms of the related Mortgage Note, the Servicer shall immediately deposit
        in
        the Custodial Account from its own funds the amount of any interest loss
        or
        deferral caused the Seller thereby.

       

      (i) Payment
        of Taxes, Insurance
        and Other Charges.

       

      (i) With
        respect to each Mortgage Loan which provides for Escrow Payments, the Servicer
        shall maintain accurate records reflecting the status of ground rents, taxes,
        assessments, water rates, sewer rents, and other charges which are or may
        become
        a lien upon the Mortgaged Property and the status of fire and hazard insurance
        coverage and shall obtain, from time to time, all bills for the payment of
        such
        charges (including renewal premiums) (“Property Charges”)
        and shall effect payment thereof prior to the applicable penalty or termination
        date, employing for such purpose deposits of the Mortgagor in the Escrow
        Account
        which shall have been estimated and accumulated by the Servicer in amounts
        sufficient for such purposes, as allowed under the terms of the
        Mortgage.  The Servicer shall effect timely payment

       


      
        
          
          

        

        
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      of
        all
        such charges irrespective of each Mortgagor’s faithful performance in the
        payment of the same or the making of the Escrow Payments.

       

      (ii) To
        the
        extent that a Mortgage does not provide for Escrow Payments, the Servicer
        shall
        make Servicing Advances from its own funds to effect payment of all Property
        Charges upon receipt of notice of any failure to pay on the part of the
        Mortgagor, or at such other time as the Servicer determines to be in the
        best
        interest of the Trust; provided, that
        in any event the
        Servicer shall pay such charges on or before any date by which payment is
        necessary to preserve the lien status of the Mortgage.  The Servicer
        shall pay any late fee or penalty which is payable due to any delay in payment
        of any Property Charge and necessary to avoid a lien on or loss on Mortgage
        Property.

       

      (j) Protection
        of
        Accounts.  The Servicer may transfer the Custodial Account or
        the Escrow Account to a different Eligible Institution from time to
        time.  Such transfer shall be made only upon obtaining the consent of
        the Master Servicer, which consent shall not be withheld unreasonably, and
        the
        Servicer shall give notice to the Master Servicer, the Indenture Trustee
        and the
        Swap Counterparty of any change in the location of the Custodial
        Account.

       

      The
        Servicer shall bear any expenses, losses or damages sustained by the Master
        Servicer or the Indenture Trustee if the Custodial Account and/or the Escrow
        Account are not Eligible Accounts.

       

      Amounts
        on deposit in the Custodial Account and the Pre-Funding Account may be invested
        at the option of the Servicer and the Seller, respectively, but only in Eligible
        Investments.  Any such Eligible Investment with respect to the
        Custodial Account shall mature no later than two (2) Business Days prior
        to the
        Servicer Remittance Date in each month; provided,however, that
        if such Eligible
        Investment is an obligation of an Eligible Institution (other than the Servicer)
        that maintains the Custodial Account, then such Eligible Investment may mature
        on the related Servicer Remittance Date.  Any such Eligible Investment
        shall be made in the name of the Servicer (with respect to the Custodial
        Account) and the Seller (with respect to the Pre-Funding Account) in trust
        for
        the benefit of the Indenture Trustee.  All income on or gain realized
        from any such Eligible Investment shall be for the benefit of the Servicer
        (with
        respect to the Custodial Account) and the Seller (with respect to the
        Pre-Funding Account) and may be withdrawn at any time by the Servicer (with
        respect to the Custodial Account) and the Seller (with respect to the
        Pre-Funding Account).  Any losses incurred in respect of any such
        investment shall be deposited in the Custodial Account by the Servicer (with
        respect to the Custodial Account) and the Seller (with respect to the
        Pre-Funding Account) out of its own funds immediately as
        realized.  If, at any time, the amount on deposit in the Custodial
        Account or the Pre-Funding Account exceeds the amount of the applicable FDIC
        insurance, such excess above the amount of the applicable FDIC insurance
        shall
        be invested in Eligible Investments.

       

      (k) Maintenance
        of Hazard
        Insurance.  The Servicer shall cause to be maintained for each
        Mortgage Loan hazard insurance such that all buildings upon the Mortgaged
        Property are insured by a generally acceptable insurer acceptable under
        Servicing Standards against loss by fire, hazards of extended coverage and
        such
        other hazards as are customary in the area where the Mortgaged Property is
        located, in an amount which is at least equal to the lesser of (i) the
        replacement value of the improvements securing such Mortgage Loan and (ii)
        the
        greater of (a)

       


      
        
          
          

        

        
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      the
        outstanding principal balance of the Mortgage Loan and (b) an amount such
        that
        the proceeds thereof shall be sufficient to prevent the Mortgagor or the
        loss
        payee from becoming a co-insurer.

       

      If
        upon
        origination of the Mortgage Loan the related Mortgaged Property was located
        in
        an area identified in the Federal Register by the Flood Emergency Management
        Agency as having special flood hazards (and such flood insurance has been
        made
        available), a flood insurance policy meeting the requirements of the current
        guidelines of the Federal Insurance Administration shall be in effect with
        a
        generally acceptable insurance carrier acceptable under Servicing Standards
        in
        an amount representing coverage 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 balance of the mortgage 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 Servicing Standards 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 that the
        Mortgagor must obtain such flood insurance coverage, and if said Mortgagor
        fails
        to obtain the required flood insurance coverage within thirty (30) days after
        such notification, the Servicer shall immediately force place the required
        flood
        insurance on the Mortgagor’s behalf.

       

      The
        Servicer shall cause to be maintained on each Mortgaged Property such other
        or
        additional insurance as may be required pursuant to such applicable laws
        and
        regulations as shall at any time be in force and as shall require such
        additional insurance, or pursuant to the requirements of any private mortgage
        guaranty insurer, or as may be required to conform with Servicing
        Standards.

       

      In
        the
        event that the Master Servicer or the Servicer shall determine that the
        Mortgaged Property should be insured against loss or damage by hazards and
        risks
        not covered by the insurance required to be maintained by the Mortgagor pursuant
        to the terms of the Mortgage, the Servicer shall communicate and consult
        with
        the Mortgagor with respect to the need for such insurance and bring to the
        Mortgagor’s attention the desirability of protection of the Mortgaged
        Property.

       

      All
        policies required hereunder shall name the Servicer as loss payee and shall
        be
        endorsed with standard or union mortgagee clauses, without contribution,
        which
        shall provide for at least 30 days prior written notice of any cancellation,
        reduction in amount or material change in coverage.

       

      The
        Servicer shall not interfere with the Mortgagor’s freedom of choice in selecting
        either his insurance carrier or agent; provided,however, that
        the Servicer shall
        not accept any such insurance policies from insurance companies unless such
        companies are generally acceptable under Servicing Standards.  The
        Servicer shall determine that such policies provide sufficient risk coverage
        and
        amounts, that they insure the property owner, and that they properly describe
        the property address.  The Servicer shall furnish to the Mortgagor a
        formal notice of

       


      
        
          
          

        

        
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      expiration
        of any such insurance in sufficient time for the Mortgagor to arrange for
        renewal coverage by the expiration date.

       

      Pursuant
        to Section 4.02(d), any amounts collected by the Servicer under any such
        policies (other than amounts to be deposited in the Escrow Account and applied
        to the restoration or repair of the related Mortgaged Property, or property
        acquired in liquidation of the Mortgage Loan, or to be released to the
        Mortgagor, in accordance with the Servicer’s normal servicing procedures) shall
        be deposited in the Custodial Account subject to withdrawal pursuant to Section
        4.02(e).

       

      Notwithstanding
        anything set forth in the preceding paragraph, the Servicer agrees to indemnify
        the Indenture Trustee, the Issuing Entity, the Noteholders and the Master
        Servicer for any claims, losses, damages, penalties, fines, forfeitures,
        legal
        fees and related costs, judgments and any other costs, fees and expenses
        that
        any such indemnified party may sustain in any way related to the failure
        of the
        Mortgagor (or the Servicer) to maintain hazard or flood insurance with respect
        to the related Mortgaged Property which complies with the requirements of
        this
        section.

       

      (l) Maintenance
        of Mortgage
        Impairment Insurance.  In the event that the Servicer shall
        obtain and maintain a blanket policy insuring against losses arising from
        fire
        and hazards covered under extended coverage on all of the Mortgage Loans,
        then,
        to the extent such policy provides coverage in an amount equal to the amount
        required pursuant to Section 4.02(k) and otherwise complies with all other
        requirements of Section 4.02(k), it shall conclusively be deemed to have
        satisfied its obligations as set forth in Section 4.02(k).  Any
        amounts collected by the Servicer under any such policy relating to a Mortgage
        Loan shall be deposited in the Custodial Account subject to withdrawal pursuant
        to Section 4.02(e).  Such policy may contain a deductible clause, in
        which case, in the event that there shall not have been maintained on the
        related Mortgaged Property a policy complying with Section 4.02(k), and there
        shall have been a loss which would have been covered by such policy, the
        Servicer shall deposit in the Custodial Account at the time of such loss
        the
        amount not otherwise payable under the blanket policy because of such deductible
        clause, such amount to deposited from the Servicer’s funds, without
        reimbursement therefor.  Upon request of the Master Servicer or the
        Indenture Trustee, the Servicer shall cause to be delivered to such person
        a
        certified true copy of such policy and a statement from the insurer thereunder
        that such policy shall in no event be terminated or materially modified without
        30 days’ prior written notice to the Master Servicer and the Indenture
        Trustee.

       

      (m) Maintenance
        of Fidelity Bond
        and Errors and Omissions Insurance.  The Servicer shall
        maintain with responsible companies, at its own expense, a blanket Fidelity
        Bond
        and an Errors and Omissions Insurance Policy, with broad coverage on all
        officers, employees or other persons acting in any capacity requiring such
        persons to handle funds, money, documents or papers relating to the Mortgage
        Loans (“Servicer
        Employees”).  Any such Fidelity Bond and Errors and Omissions
        Insurance Policy shall be in the form of the Mortgage Banker’s Blanket Bond and
        shall protect and insure the Servicer against losses, including forgery,
        theft,
        embezzlement, fraud, errors and omissions and negligent acts of such Servicer
        Employees.  Such Fidelity Bond and Errors and Omissions Insurance
        Policy also shall protect and insure the Servicer against losses in connection
        with the release or satisfaction of a Mortgage Loan without

       


      
        
          
          

        

        
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      having
        obtained payment in full of the indebtedness secured thereby.  No
        provision of this Section 4.02(m) requiring such Fidelity Bond and Errors
        and
        Omissions Insurance Policy shall diminish or relieve the Servicer from its
        duties and obligations as set forth in this Agreement.  The minimum
        coverage under any such bond and insurance policy shall be at least equal
        to the
        coverage amounts which are acceptable for the Servicer as determined by Fannie
        Mae and Freddie Mac.  Upon the request of the Master Servicer or the
        Indenture Trustee, the Servicer shall cause to be delivered to such party
        a
        certified true copy of such fidelity bond and insurance policy and a statement
        from the surety and the insurer that such fidelity bond and insurance policy
        shall in no event be terminated or materially modified without 30 days’ prior
        written notice to the Master Servicer and the Indenture Trustee.

       

      (n) Inspections.  The
        Servicer shall inspect the Mortgaged Property as often as deemed necessary
        by
        the Servicer to assure itself that the value of the Mortgaged Property is
        being
        preserved.  In addition, the Servicer shall inspect the Mortgaged
        Property and/or take such other actions as may be necessary or appropriate
        in
        accordance with Servicing Standards or as may be required by the primary
        mortgage guaranty insurer.  The Servicer shall keep a written report
        of each such inspection.

       

      (o) Restoration
        of Mortgaged
        Property.  The Servicer need not obtain the approval of the
        Master Servicer or the Indenture Trustee prior to releasing any Insurance
        Proceeds or Condemnation Proceeds to the Mortgagor to be applied to the
        restoration or repair of the Mortgaged Property if such release is in accordance
        with Servicing Standards.  At a minimum, the Servicer shall comply
        with the following conditions in connection with any such release of Insurance
        Proceeds or Condemnation Proceeds:

       

      (i) the
        Servicer shall receive satisfactory independent verification of completion
        of
        repairs and issuance of any required approvals with respect
        thereto;

       

      (ii) the
        Servicer shall take all steps necessary to preserve the priority of the lien
        of
        the Mortgage, including, but not limited to requiring waivers with respect
        to
        mechanics’ and materialmen’s liens; and

       

      (iii) pending
        repairs or restoration, the Servicer shall place the Insurance Proceeds or
        Condemnation Proceeds in the Escrow Account.

       

      (p) Title,
        Management and
        Disposition of REO Property.  In the event that title to any
        Mortgaged Property is acquired in foreclosure or by deed in lieu of foreclosure,
        the deed or certificate of sale shall be taken in the name of the Indenture
        Trustee or its nominee in trust for the benefit of the Noteholders and the
        Swap
        Counterparty, or in the event the Indenture Trustee is not authorized or
        permitted to hold title to real property in the state where the REO Property
        is
        located, or would be adversely affected under the “doing business” or tax laws
        of such state by so holding title, the deed or certificate of sale shall
        be
        taken in the name of such Person or Persons as shall be consistent with an
        Opinion of Counsel obtained by the Servicer (with a copy delivered to the
        Indenture Trustee) from any attorney duly licensed to practice law in the
        state
        where the REO Property is located.  The Person or Persons holding such
        title other than the Indenture Trustee shall acknowledge in writing that
        such
        title is being held as nominee for the Indenture Trustee.

       


      
        
          
          

        

        
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      The
        Servicer shall manage, conserve, protect and operate each REO Property for
        the
        Indenture 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 Issuing
        Entity, the Indenture Trustee and the Noteholders.

       

      If
        the
        Servicer hereafter becomes aware that a Mortgaged Property is an Environmental
        Problem Property, the Servicer will notify the Master Servicer of the existence
        of the Environmental Problem Property.  Additionally, the Servicer
        shall set forth in such notice a description of such problem, a recommendation
        to the Master Servicer relating to the proposed action regarding the
        Environmental Problem Property, and the Servicer shall carry out the
        recommendation set forth in such notice.  Notwithstanding the
        foregoing, the Servicer shall obtain the Master Servicer’s prior written consent
        to any expenditures proposed to remediate Environmental Problem Properties
        or to
        defend any claims associated with Environmental Problem Properties if such
        expenses, in the aggregate, are expected to exceed $100,000.  Failure
        to provide written notice of disapproval of the expenditure within five (5)
        Business Days of receipt of such request for prepaid expenditures shall be
        deemed an approval of such expenditure.  If the Servicer has received
        reliable instructions to the effect that a Property is an Environmental Problem
        Property (e.g., Servicer obtains a broker’s price opinion which reveals the
        potential for such problem), the Servicer will not accept a deed-in-lieu
        of
        foreclosure upon any such Property without first obtaining a preliminary
        environmental investigation for the Property.

       

      The
        Servicer shall also maintain on each REO Property fire and hazard insurance
        with
        extended coverage in amount which is at least equal to the maximum insurable
        value of the improvements which are a part of such property and, to the extent
        required and available under the Flood Disaster Protection Act of 1973, as
        amended, flood insurance in the amount required above.

       

      The
        proceeds of sale of the REO Property shall be promptly deposited in the
        Custodial Account.  As soon as practical thereafter the expenses of
        such sale shall be paid and the Servicer shall reimburse itself for any related
        unreimbursed Servicing Advances, unpaid Servicing Administration Fees and
        unreimbursed advances made pursuant to this Section or Section
        4.03.

       

      The
        Servicer shall make Servicing Advances of all funds necessary for the proper
        operation, management and maintenance of the REO Property, including the
        cost of
        maintaining any hazard insurance pursuant to Section 4.02(k), such advances
        to
        be reimbursed from the disposition or liquidation proceeds of the REO
        Property.  The Servicer shall make monthly remittances on each
        Servicer Remittance Date to the Master Servicer of the net cash flow from
        the
        REO Property (which shall equal the revenues from such REO Property net of
        the
        expenses described in this Section 4.02(p) and of any reserves reasonably
        required from time to time to be maintained to satisfy anticipated liabilities
        for such expenses).

       


      
        
          
          

        

        
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      (q) Real
        Estate Owned
        Reports.  Together with the statement furnished pursuant to
        Section 4.03(b), the Servicer shall furnish to the Master Servicer on or
        before
        the 10th calendar day in each month a statement with respect to any REO Property
        covering the operation of such REO Property for the previous month and the
        Servicer’s efforts in connection with the sale of such REO Property and any
        rental of such REO Property incidental to the sale thereof for the previous
        month.  That statement shall be accompanied by such other information
        as the Master Servicer shall reasonably request.

       

      (r) Liquidation
        Reports.  Upon the foreclosure sale of any Mortgaged Property
        or the acquisition thereof by the Indenture Trustee pursuant to a deed in
        lieu
        of foreclosure, the Servicer shall submit to the Indenture Trustee and the
        Master Servicer a monthly liquidation report with respect to such Mortgaged
        Property.

       

      (s) Information
        Reports.  The Servicer shall file any information reports or
        returns with respect to the receipt of mortgage interest received in a trade
        or
        business, foreclosures and abandonments of any Mortgaged Property and the
        information returns relating to cancellation of indebtedness income with
        respect
        to any Mortgaged Property required by Sections 6050H, 6050J and 6050P of
        the
        Code, respectively. Such reports shall be in form and substance sufficient
        to
        meet the reporting requirements imposed by such Sections 6050H, 6050J and
        6050P
        of the Code.

       

      (t) Prepayment
        Premiums.  All Prepayment Premiums collected shall be payable
        to the holder of the Ownership Certificate and shall not be available to
        make
        payments to the Noteholders or the Swap Counterparty hereunder.

       

      (u) Compliance
        with Safeguarding
        Customer Information Requirements.  The Servicer has
        implemented and will maintain security measures designed to meet the objectives
        of the Interagency Guidelines Establishing Standards for Safeguarding Customer
        Information published in final form on February 1, 2001, 66 Fed. Reg. 8616,
        and
        the rules promulgated thereunder, as amended from time to time (the
“Guidelines”).

       

      (v) Presentment
        of Claims and
        Collection of Proceeds.  The Servicer shall prepare and present
        on behalf of the Indenture Trustee and the Noteholders all claims under the
        Insurance Policies with respect to the Mortgage Loans, and take such actions
        (including the negotiation, settlement, compromise or enforcement of the
        insured’s claim) as shall be necessary to realize recovery under such
        policies.  Any proceeds disbursed to the Servicer in respect of such
        policies or bonds shall be promptly deposited in the Custodial Account upon
        receipt, except that any amounts realized that are to be applied to the repair
        or restoration of the related Mortgaged Property as a condition requisite
        to the
        presentation of claims on the related Mortgage Loan to the insurer under
        any
        applicable Insurance Policy need not be so deposited (or remitted).

       

      Section
        4.03. Payments
        To the Master
        Servicer.

       

      (a) Remittances.  On
        each Servicer Remittance Date, the Servicer shall remit on a scheduled/scheduled
        basis by wire transfer of immediately available funds to the Master Servicer
        (a)
        all amounts deposited in the Custodial Account as of the close of business
        on
        the last day of the related Due Period (net of charges against or withdrawals
        from the Custodial Account pursuant to Section 4.02(e)), plus (b) all Advances,
        if any, which the Servicer is obligated to

       


      
        
          
          

        

        
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      make
        pursuant to Section 4.03(c), minus (c) any amounts attributable to Principal
        Prepayments, Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds
        or
        REO Disposition Proceeds received after the applicable Prepayment Period,
        which
        amounts shall be remitted on the following Servicer Remittance Date, together
        with any additional interest required to be deposited in the Custodial Account
        in connection with such Principal Prepayment in accordance with Section
        4.02(d)(ii)(G) and Section 4.04(c), and minus (d) any amounts
        attributable to Scheduled Payments collected but due on a Due Date or Due
        Dates
        subsequent to the first day of the month in which such Servicer Remittance
        Date
        occurs, which amounts shall be remitted on the Servicer Remittance Date next
        succeeding the Due Date related to such Scheduled Payment.

       

      With
        respect to any remittance received by the Master Servicer after the Servicer
        Remittance Date on which such remittance was due, the Servicer shall pay
        to the
        Master Servicer interest on any such late remittance at an annual rate equal
        to
        the Prime Rate, adjusted as of the date of each change, plus three percentage
        points, but in no event greater than the maximum amount permitted by applicable
        law.  Such interest shall be deposited in the Custodial Account by the
        Servicer on the date such late remittance is made and shall cover the period
        commencing with the day following such Servicer Remittance Date and ending
        with
        the Business Day on which such remittance is made, both
        inclusive.  Such interest shall be remitted on the next succeeding
        Servicer Remittance Date.  The payment by the Servicer of any such
        interest shall not be deemed an extension of time for payment or a waiver
        of any
        Event of Default by the Servicer.

       

      All
        remittances required to be made to the Master Servicer shall be made to the
        following wire account or to such other account as may be specified by the
        Master Servicer from time to time:

       

       [____________]

       [____________]

      ABA#:  [____________]

      Account
        Name:  [____________]

      Account
        Number:   [____________]

      For
        further credit to:   [____________],
        [           ] 200[
        ]-[__]

      


      (b) Statements
        to Master
        Servicer and Trust Administrator.  On the 10th
        day of
        each calendar month (or, if such 10th
        day is
        not a Business Day, then on the next succeeding Business Day), the Servicer
        shall furnish to the Master Servicer (i) a monthly remittance advice in the
        format set forth in Exhibit G-1 hereto, a monthly defaulted loan report in
        the
        format set forth in Exhibit G-2 hereto and a realized loss report in the
        format
        set forth in Exhibit G-3 hereto (or in such other format mutually agreed
        to
        between the Servicer and the Master Servicer) relating to the period ending
        on
        the last day of the preceding calendar month and (ii) all such information
        required pursuant to clause (i) above on a magnetic tape or other similar
        media
        reasonably acceptable to the Master Servicer.  No later than three
        Business Days after the fifteenth day of each calendar month, the Servicer
        shall
        furnish to the Master Servicer a monthly report containing such information
        regarding prepayments of Mortgage Loans during the applicable Prepayment
        Period
        and in a format as mutually agreed to between the Servicer and the Master
        Servicer.

       


      
        
          
          

        

        
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      Such
        monthly remittance advice shall also be accompanied by a supplemental report
        provided to the Master Servicer and the Seller which includes on an aggregate
        basis for the previous calendar month (i) the amount of any insurance claims
        filed, (ii) the amount of any claim payments made and (iii) the amount of
        claims
        denied or curtailed.  The Master Servicer will convert such data into
        a format acceptable to the Trust Administrator and provide monthly reports
        to
        the Trust Administrator pursuant to the Trust Agreement.

       

      In
        addition, not more than 75 days after the end of each calendar year, commencing
        December 31, 200[ ], the Servicer shall provide (as such information becomes
        reasonably available to the Servicer) to the Master Servicer and the Trust
        Administrator such information concerning the Mortgage Loans and annual
        remittances to the Master Servicer therefrom as is necessary for the Trust
        Administrator to prepare the reports required by Section
        5.09(c).  Such obligation of the Servicer shall be deemed to have been
        satisfied to the extent that substantially comparable information shall be
        provided by the Servicer to the Master Servicer and the Trust Administrator
        pursuant to any requirements of the Code as from time to time are in
        force.  The Servicer shall also provide to the Trust Administrator
        such information as may be requested by it and required for the completion
        of
        any tax reporting responsibility of the Trust Administrator within such
        reasonable time frame as shall enable the Trust Administrator to timely file
        each Schedule Q (or other applicable tax report or return) required to be
        filed
        by it.

       

      (c) Advances
        by
        Servicer.  On each Servicer Remittance Date, the Servicer shall
        deposit in the Custodial Account from its own funds or from amounts held
        for
        future payment, or a combination of both, an amount equal to all Scheduled
        Payments (with interest adjusted to the Mortgage Loan Remittance Rate) which
        were due on the Mortgage Loans during the applicable Due Period and which
        were
        delinquent at the close of business on the immediately preceding Determination
        Date.  Any amounts held for future payment and so used shall be
        replaced by the Servicer by deposit in the Custodial Account on or before
        any
        future Servicer Remittance Date if funds in the Custodial Account on such
        Servicer Remittance Date shall be less than remittances to the Master Servicer
        required to be made on such Servicer Remittance Date.  The Servicer
        shall keep appropriate records of such amounts and will provide such records
        to
        the Master Servicer upon request.

       

      The
        Servicer’s obligation to make such Advances as to any Mortgage Loan will
        continue through the last Scheduled Payment due prior to the payment in full
        of
        the Mortgage Loan, or through the last Remittance Date prior to the Remittance
        Date for the payment of all Liquidation Proceeds and other payments or
        recoveries (including Insurance Proceeds and Condemnation Proceeds) with
        respect
        to the related Mortgage Loan.

       

      Notwithstanding
        the foregoing, if the Servicer fails to make any Advance required to be made
        by
        this Section 4.03 with respect to any Remittance Date, then the Master Servicer
        as successor servicer shall be obligated to make such Advance, subject to
        its
        determination of the recoverability of such Advance.

       

      (d) Due
        Dates Other Than the
        First of the Month.  Mortgage Loans having Due Dates other than
        the first day of a month shall be accounted for as described in this Section
        4.03(d).  Any Scheduled Payment due on a day other than the first day
        of each month shall be considered due on the first day of the month following
        the month in which that payment is due as if such

       


      
        
          
          

        

        
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      payment
        were due on the first day of that month.  For example, a Scheduled
        Payment due on November 15 shall be considered to be due on December
        1.  Any Scheduled Payment due and collected on a Mortgage Loan after
        the Cut-off Date shall be deposited in the Custodial Account.  For
        Mortgage Loans with Due Dates on the first day of a month, deposits to the
        Custodial Account begin with the Scheduled Payment due on the first of the
        month
        following the Cut-off Date.

       

      (e) Credit
        Reporting.  For each Mortgage Loan, in accordance with its
        current servicing practices, the Servicer will accurately and fully report
        its
        underlying borrower credit files to each of the following credit repositories
        or
        their successors:  Equifax Credit Information Services, Inc., Trans
        Union, LLC and Experian Information Solution, Inc., on a monthly basis in
        a
        timely manner.  In addition, with respect to any Mortgage Loan
        serviced for a Fannie Mae pool, the Servicer shall transmit full credit
        reporting data to each of such credit repositories in accordance with Fannie
        Mae
        Guide Announcement 95-19 (November 11, 1995), a copy of which is attached
        hereto
        as Exhibit K, reporting each of the following statuses, each month with respect
        to a Mortgage Loan in a Fannie Mae pool:  New origination, current,
        delinquent (30-60-90-days, etc), foreclosed or charged off.

       

      Section
        4.04. General
        Servicing
        Procedures.

       

      (a) Transfers
        of Mortgaged
        Property.  The Servicer shall use its best efforts to enforce
        any “due-on-sale” provision contained in any Mortgage or Mortgage Note and to
        deny assumption by the person to whom the Mortgaged Property has been or
        is
        about to be sold whether by absolute conveyance or by contract of sale, and
        whether or not the Mortgagor remains liable on the Mortgage and the Mortgage
        Note.  When the Mortgaged Property has been conveyed by the Mortgagor,
        the Servicer shall, to the extent it has knowledge of such conveyance, exercise
        its rights to accelerate the maturity of such Mortgage Loan under the
“due-on-sale” clause applicable thereto; provided,
        however, that the
        Servicer shall
        not exercise 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, the Servicer shall enter into (i) an assumption and
        modification agreement with the person to whom such property has been conveyed
        pursuant to which such person becomes liable under the Mortgage Note and
        the
        original Mortgagor remains liable thereon or (ii) in the event the Servicer
        is
        unable under applicable law to require that the original Mortgagor remain
        liable
        under the Mortgage Note and the Servicer has the prior consent of the primary
        mortgage guaranty insurer, a substitution of liability agreement with the
        seller
        of the Mortgaged Property pursuant to which the original Mortgagor is released
        from liability and the buyer of the Mortgaged Property is substituted as
        Mortgagor and becomes liable under the Mortgage Note.  In connection
        with any such assumption, neither the Mortgage Rate borne by the related
        Mortgage Note, the timing of principal or interest payments on the Mortgage
        Loan, the term of the Mortgage Loan nor the outstanding principal amount
        of the
        Mortgage Loan shall be changed.

       

      To
        the
        extent that any Mortgage Loan is assumable, the Servicer shall inquire
        diligently into the creditworthiness of the proposed transferee, and shall
        use
        the underwriting criteria for approving the credit of the proposed transferee
        which are used by the Servicer, its affiliates or Fannie Mae with respect
        to
        underwriting mortgage loans of the same type as the Mortgage

       


      
        
          
          

        

        
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      Loans.  If
        the credit of the proposed transferee does not meet such underwriting criteria,
        the Servicer diligently shall, to the extent permitted by the Mortgage or
        the
        Mortgage Note and by applicable law, accelerate the maturity of the Mortgage
        Loan.

       

      (b) Satisfaction
        of Mortgages
        and Release of Mortgage Files.  Upon the payment in full of any
        Mortgage Loan, or the receipt by the Servicer of a notification that payment
        in
        full will be escrowed in a manner customary for such purposes, the Servicer
        shall notify the Master Servicer in the monthly remittance advice as provided
        in
        Section 4.03(b), and may request the release of any Mortgage Loan Documents
        from
        the Custodian in accordance with the Custodial Agreement.

       

      If
        the
        Servicer satisfies or releases a Mortgage without first having obtained payment
        in full of the indebtedness secured by the Mortgage or should the Servicer
        otherwise prejudice any rights the Seller, the Indenture Trustee or the Issuing
        Entity may have under the mortgage instruments, the Servicer shall deposit
        into
        the Custodial Account the entire outstanding principal balance, plus all
        accrued
        interest on such Mortgage Loan, on the day preceding the Servicer Remittance
        Date in the month following the date of such release.  The Servicer
        shall maintain the Fidelity Bond and Errors and Omissions Insurance Policy
        as
        provided for in Section 4.02(m) insuring the Servicer against any loss it
        may
        sustain with respect to any Mortgage Loan not satisfied in accordance with
        the
        procedures set forth herein.

       

      (c) Servicing
        Compensation.  As consideration for servicing the Mortgage
        Loans subject to this Agreement, the Servicer shall be paid in the aggregate
        the
        relevant Servicing Administration Fee for each Mortgage Loan remaining subject
        to this Agreement during any month or part thereof.  Such Servicing
        Administration Fee shall be payable monthly and retained by the
        Servicer.  Additional servicing compensation in the form of Ancillary
        Income shall be retained by the Servicer only and is not required to be
        deposited in the Custodial Account.  The obligation of the Issuing
        Entity to pay the Servicing Administration Fee is limited to, and the Servicing
        Administration Fee is payable from, the interest portion (including recoveries
        with respect to interest from Liquidation Proceeds) of such Scheduled Payment
        collected by the Servicer, or as otherwise provided in Section
        4.02(e)(2).

       

      The
        Servicer shall be required to pay all expenses incurred by it in connection
        with
        its servicing activities hereunder and shall not be entitled to reimbursement
        thereof except as specifically provided for herein.

       

      The
        Servicing Administration Fee payable to or retained by the Servicer with
        respect
        to any Due Period shall be reduced by the Prepayment Interest Shortfall Amount
        for the related Prepayment Period required to be deposited in the Custodial
        Account and remitted to the Master Servicer on the related Servicer Remittance
        Date.  The Servicer shall be obligated to remit to the Master Servicer
        on each Servicer Remittance Date the Prepayment Interest Shortfall Amount,
        only
        up to an amount equal to in the aggregate the Servicing Administration Fee
        the
        Servicer is entitled to receive for such Due Period.

       

      (d) Annual
        Audit
        Report.  The Servicer shall, at its own expense, cause a firm
        of independent public accountants (who may also render other services to
        the
        Servicer), which is a member of the American Institute of Certified Public
        Accountants, to furnish, as soon as

       


      
        
          
          

        

        
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      practicable
        in each year beginning with 200[  ], but in no event later than March
        15 of each calendar year, to the Seller, the Master Servicer, the Indenture
        Trustee and the Sarbanes Certifying Party (i) year-end audited (if available)
        financial statements of the Servicer and (ii) a statement to the effect that
        such firm has examined certain documents and records for the preceding fiscal
        year (or during the period from the date of commencement of such Servicer’s
        duties hereunder until the end of such preceding fiscal year in the case
        of the
        first such certificate) and that, on the basis of such examination conducted
        substantially in compliance with the Uniform Single Attestation Program for
        Mortgage Bankers, such firm is of the opinion that the Servicer’s overall
        servicing operations have been conducted in compliance with the Uniform Single
        Attestation Program for Mortgage Bankers except for such exceptions that,
        in the
        opinion of such firm, the Uniform Single Attestation Program for Mortgage
        Bankers requires it to report, in which case such exceptions shall be set
        forth
        in such statement.

       

      (e) Annual
        Assessment and
        Attestation.  By March 15 of each year, commencing in March
        200[  ], the Servicer, at its own expense, shall furnish to the Trust
        Administrator and the Depositor, a report on an assessment of compliance
        with
        the Relevant Servicing Criteria that contains (A) a statement by such party
        of
        its responsibility for assessing compliance with the Relevant Servicing
        Criteria, (B) a statement that such party used the Relevant Servicing Criteria
        to assess compliance with the Relevant Servicing Criteria, (C) 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
        8.02, 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 (D) 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.

       

      By
        March
        15 of each year, commencing in March 200[  ], the Servicer, at its own
        expense, shall cause, and shall cause any Servicing Function Participant
        engaged
        by it to cause, each at its own expense, a registered public accounting firm
        (which may also render other services to the Servicer, or such other Servicing
        Function Participants, as the case may be) and that is a member of the American
        Institute of Certified Public Accountants to furnish 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.

       

      (f) Inspection.  The
        Servicer shall provide the Indenture Trustee and the Master Servicer, upon
        five
        (5) Business Days’
advance notice,
        during normal business hours, access to all records maintained
        by the Servicer in respect of its rights and obligations hereunder and access
        to
        officers of the Servicer responsible for such obligations.  Upon
        request, the Servicer

       


      
        
          
          

        

        
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      shall
        furnish to the Indenture Trustee and the Master Servicer its most recent
        publicly available financial statements and such other information relating
        to
        its capacity to perform its obligations under this Agreement.

       

      Section
        4.05. Representations,
        Warranties
        and Agreements.

       

      (a) Representations,
        Warranties
        and Agreements of the Servicer.  The Servicer, as a condition
        to the consummation of the transactions contemplated hereby, hereby makes
        the
        following representations and warranties to the Master Servicer, the Swap
        Counterparty, the Depositor, the Indenture Trustee and the Trust Administrator,
        as of the Closing Date:

       

      (i) Due
        Organization and
        Authority.  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 licensed to service the mortgage loans
        (including without limitation the Mortgage Loans) and to carry on its business
        as now being conducted as an operating subsidiary of a Georgia banking
        corporation; the Servicer has the full corporate power and authority to execute
        and deliver this Agreement and to perform in accordance herewith; the execution,
        delivery and performance of this Agreement (including all instruments of
        transfer to be delivered pursuant to this Agreement) by the Servicer and
        the
        consummation of the transactions contemplated hereby have been duly and validly
        authorized; this Agreement evidences the valid, binding and enforceable
        obligation of the Servicer (except to the extent bankruptcy, insolvency,
        reorganization, fraudulent conveyance or similar laws affect the enforcement
        of
        creditor’s rights generally) and all requisite corporate action has been taken
        by the Servicer to make this Agreement valid and binding upon the Servicer
        in
        accordance with its terms;

       

      (ii) Ordinary
        Course of
        Business.  The consummation of the transactions contemplated by
        this Agreement are in the ordinary course of business of the
        Servicer;

       

      (iii) No
        Conflicts.  Neither the execution and delivery of this
        Agreement, the acquisition of the servicing responsibilities by the Servicer
        or
        the transactions contemplated hereby, nor the fulfillment of or compliance
        with
        the terms and conditions of this Agreement, will (a) conflict with or result
        in
        a breach of any of the terms, conditions or provisions of the Servicer’s
        partnership agreement or any legal restriction or any agreement or instrument
        to
        which the Servicer is now a party or by which it is bound, (b) constitute
        a
        default under any of the foregoing, (c) result in an acceleration under any
        of
        the foregoing, (d) result in the violation of any law, rule, regulation,
        order,
        judgment or decree to which the Servicer or its property is subject or (e)
        impair the ability of the Servicer to act as Servicer hereunder with respect
        to
        the Mortgage Loans, or impair the value of the Mortgage Loans;

       

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

       

      (v) No
        Litigation
        Pending.  There is no action, suit, proceeding or investigation
        pending or, to the Servicer’s knowledge, threatened against the Servicer which,
        either in any one instance or in the aggregate, may result in any material
        adverse change in the

       


      
        
          
          

        

        
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      business,
        operations, financial condition, properties or assets of the Servicer, or
        in any
        material impairment of the right or ability of the Servicer to carry on its
        business substantially as now conducted, or in any material liability on
        the
        part of the Servicer, or which would draw into question the validity of this
        Agreement or of any action taken or to be taken in connection with the
        obligations of the Servicer contemplated herein, or which would be likely
        to
        impair materially the ability of the Servicer to perform under the terms
        of this
        Agreement;

       

      (vi) No
        Consent
        Required.  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 if required, such approval has been obtained prior to the Closing
        Date;

       

      (vii) No
        Default.  The Servicer is not in default, and no event or
        condition exists that after the giving of notice or lapse of time or both,
        would
        constitute an event of default under any material mortgage, indenture, contract,
        agreement, judgment, or other undertaking, to which the Servicer is a party
        or
        which purports to be binding upon it or upon any of its assets, which default
        could impair materially the ability of the Servicer to perform under the
        terms
        of this Agreement;

       

      (viii) Ability
        to Service.
        The Servicer is an approved seller/servicer of conventional residential mortgage
        loans for Fannie Mae and Freddie Mac, with the facilities, procedures and
        experienced personnel necessary for the sound servicing of mortgage loans
        of the
        same type as the Mortgage Loans.  The Servicer is in good standing to
        service mortgage loans for either Fannie Mae or Freddie Mac, and no event
        has
        occurred, including but not limited to a change in insurance coverage, which
        would make the Servicer unable to comply with either Fannie Mae or Freddie
        Mac
        eligibility requirements or which would require notification to either of
        Fannie
        Mae or Freddie Mac; and

       

      (ix) No
        Untrue
        Information.  Neither this Agreement nor any statement, report
        or other document furnished or to be furnished by the Servicer pursuant to
        this
        Agreement or in connection with the transactions contemplated hereby contains
        any untrue statement of a material fact or omits to state a material fact
        necessary to make the statements contained therein not misleading.

       

      (b) Remedies
        for Breach of
        Representations and Warranties of the Servicer.  It is
        understood and agreed that the representations and warranties set forth in
        Sections 4.05(a) shall survive the engagement of the Servicer to perform
        the
        servicing responsibilities as of the Closing Date hereunder and the delivery
        of
        the Servicing Files to the Servicer, and shall inure to the benefit of the
        Indenture Trustee.  Upon discovery by either the Servicer or the
        Indenture Trustee of a breach of any of the foregoing representations and
        warranties which materially and adversely affects the ability of the Servicer
        to
        perform its duties and obligations under this Agreement or otherwise materially
        and adversely affects the value of the Mortgage Loans, the Mortgaged Property
        or
        the priority of the security interest on such Mortgaged Property or the
        interests of the Indenture Trustee, the party discovering such breach shall
        give
        prompt written notice to the other parties.

       


      
        
          
          

        

        
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      Within
        60
        days of the earlier of either discovery by or notice to the Servicer of any
        breach of a representation or warranty set forth in Section 4.05(a) which
        materially and adversely affects the ability of the Servicer to perform its
        duties and obligations under this Agreement or otherwise materially and
        adversely affects the value of the Mortgage Loans, the Mortgaged Property
        or the
        priority of the security interest on such Mortgaged Property, the Servicer
        shall
        use its best efforts promptly to cure such breach in all material respects
        and,
        if such breach cannot be cured, the Servicer shall, at the Indenture Trustee’s
        option, assign its rights and obligations under this Agreement (or respecting
        the affected Mortgage Loans) to a successor servicer.  Such assignment
        shall be made in accordance with Sections 4.06(e) and 4.06(f).

       

      In
        addition, the Servicer shall indemnify all other parties to this Agreement
        and
        hold each of them 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 of the
        Servicer’s representations and warranties contained in Section
        4.05.

       

      Any
        cause
        of action against the Servicer relating to or arising out of the breach of
        any
        representations and warranties made in Section 4.05(a) shall accrue upon
        (i)
        discovery of such breach by the Servicer or notice thereof by the Depositor
        or
        the Indenture Trustee to the Servicer, (ii) failure by the Servicer to cure
        such
        breach within the applicable cure period, and (iii) demand upon the Servicer
        by
        the Indenture Trustee for compliance with this Agreement.

       

      (i) Additional
        Indemnification
        by the Servicer.  The Servicer shall indemnify the Depositor,
        the Indenture Trustee, the Owner Trustee and the Trust Administrator and
        hold
        each of 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 (collectively, the
“Liabilities”) that the indemnified party may sustain in any way related to (i)
        the Servicer’s willful misfeasance, bad faith or gross negligence in the
        performance of its duties under this Agreement, or (ii) the failure of the
        Servicer to perform its duties and service the Mortgage Loans in accordance
        with
        the terms of this Agreement.  The Servicer shall immediately notify
        the Depositor, the Indenture Trustee, the Owner Trustee and the Trust
        Administrator if a claim is made by a third party with respect to this Agreement
        or the Mortgage Loans that may result in such Liabilities, and the Servicer
        shall assume (with the prior written consent of the indemnified party) the
        defense of any such claim and pay all expenses in connection therewith,
        including counsel fees, promptly pay, discharge and satisfy any judgment
        or
        decree which may be entered against it or any indemnified party in respect
        of
        such claim and follow any written instructions received from such indemnified
        party in connection with such claim.  The Servicer shall be reimbursed
        promptly from the Trust Fund for all amounts advanced by it pursuant to the
        preceding sentence except when the claim is in any way related to the Servicer’s
        indemnification pursuant to this Section 4.05(d), or the failure of the Servicer
        to service and administer the Mortgage Loans in accordance with the terms
        of
        this Agreement.

       

      Section
        4.06. The
        Servicer.

       

      (a) Merger
        or Consolidation of
        the Servicer.  The Servicer shall keep in full effect its
        existence, rights and franchises as a corporation, and shall obtain and preserve
        its qualification to do business as a foreign corporation in each jurisdiction
        in which such qualification is or shall be

       


      
        
          
          

        

        
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      necessary
        to protect the validity and enforceability of this Agreement or any of the
        Mortgage Loans and to perform its duties under this Agreement.

       

      Any
        Person into which the Servicer may be merged or consolidated, or any entity
        resulting from any merger (including a sale of all or substantially all assets),
        conversion or consolidation to which the Servicer shall be a party, or any
        Person succeeding to the business of the Servicer, shall be the successor
        of the
        Servicer 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 the
        successor or
        surviving Person shall be an institution (i) having a net worth of not less
        than
        $15,000,000, (ii) which is a Fannie Mae- and Freddie Mac approved servicer
        in
        good standing, and (iii) which is a member in good standing of
        MERS.

       

      (b) Limitation
        on Liability of
        the Servicer and Others.  Neither the Servicer nor any of the
        directors, officers, employees or agents of the Servicer shall be under any
        liability to the Depositor, the Issuing Entity, the Indenture Trustee or
        the
        Trust Administrator 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 Servicer or any such person against
        any
        breach of warranties or representations made herein, or failure to perform
        its
        obligations in compliance with any standard of care set forth in this Agreement,
        or any liability which would otherwise be imposed by reason of any breach
        of the
        terms and conditions of this Agreement.  The Servicer and any
        director, officer, employee or agent of the Servicer 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 Servicer shall
        not be under any obligation to appear in, prosecute or defend any legal action
        which is not incidental to its duties to service the Mortgage Loans in
        accordance with this Agreement and which in its opinion may involve it in
        any
        expense or liability; provided, however, that
        the Servicer may
        undertake any such action which it may deem necessary or desirable in respect
        of
        this Agreement and the rights and duties of the parties hereto.  In
        such event, the Servicer shall be entitled to reimbursement from the Trust
        Fund
        for the reasonable legal expenses and costs of such action.

       

      (c) Limitation
        on Resignation
        and Assignment by the Servicer.  This Agreement has been
        entered into with the Servicer in reliance upon the independent status of
        the
        Servicer, and the representations as to the adequacy of its servicing
        facilities, plant, personnel, records and procedures, its integrity, reputation
        and financial standing, and the continuance thereof.  Therefore,
        except as expressly provided in this Section 4.06(c), the eighth paragraph
        of
        Section 4.08(a) and Section 4.02(a), the Servicer shall neither assign its
        rights under this Agreement or the servicing hereunder (not including the
        use of
        Subservicers or Subcontractors), in each case, the prior written consent
        of the
        Seller, the Indenture Trustee and the Trust Administrator, which consent,
        in the
        case of an assignment of rights or delegation of duties, shall be granted
        or
        withheld in the discretion of the Seller, the Indenture Trustee and the Trust
        Administrator; provided, that
        in each case,
        there must be delivered to the Seller, the Indenture Trustee and the Trust
        Administrator a letter from each Rating Agency to the effect that such transfer
        of servicing or sale or disposition of assets will not result in a
        qualification, withdrawal or downgrade of the then-current rating of any
        of the
        Notes.

       


      
        
          
          

        

        
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      The
        Servicer shall not resign from the obligations and duties hereby imposed
        on it
        except by mutual consent of the Servicer and the Indenture Trustee, or upon
        the
        determination that its duties hereunder are no longer permissible under
        applicable law and such incapacity cannot be cured by the
        Servicer.  Any such determination permitting the resignation of the
        Servicer shall be evidenced by an Opinion of Counsel to such effect delivered
        to
        the Seller, the Indenture Trustee and the Indenture Trustee which Opinion
        of
        Counsel shall be in form and substance reasonably acceptable to each of
        them.  No such resignation shall become effective until a successor
        shall have assumed the Servicer’s responsibilities and obligations hereunder in
        the manner provided in Section 4.08.

       

      Notwithstanding
        anything to the contrary which may be set forth above, the parties to this
        Agreement hereby specifically (i) consent to the pledge and assignment by
        the Servicer of all the Servicer’s right, title and interest in, to and under
        this Agreement to the Servicing Rights Pledgee, for the benefit of certain
        lenders, and (ii) provided that no Servicer Event of Default exists, agree
        that upon delivery to the Trust Administrator by the Servicing Rights Pledgee
        of
        a letter signed by the Servicer whereunder the Servicer shall resign as Servicer
        under this Agreement, the Trust Administrator shall appoint the Servicing
        Rights
        Pledgee or its designee as successor servicer, provided that at the time
        of such
        appointment, the Servicing Rights Pledgee or such designee has the
        characteristics set forth in clauses (i), (ii) and (iii) of the second paragraph
        of Section 4.06(a) and agrees to be subject to the terms of this
        Agreement.  The Servicing Rights Pledgee is hereby agreed and
        acknowledged to be approved by the Seller, the Indenture Trustee and the
        Trust
        Administrator as a successor servicer without the need for further approval
        or
        the ability of any such party to refuse to grant such approval; provided that the
        appointment of the Servicing Rights Pledgee as successor Servicer may be
        conditioned on the receipt of a letter from each Rating Agency to the effect
        that a transfer of servicing to the Servicing Rights Pledgee will not result
        in
        a qualification, withdrawal or downgrade of the then-current rating of any
        of
        the Notes.  If, pursuant to any provision hereof, the duties of the
        Servicer are transferred to a successor servicer, the entire amount of the
        Servicing Fee and other compensation payable to the Servicer pursuant hereto
        shall thereafter be payable to such successor servicer.

       

      Without
        in any way limiting the generality of this Section 4.06, in the event that
        the
        Servicer either shall assign this Agreement or the servicing responsibilities
        hereunder, except to the extent permitted by and in accordance with this
        Section
        4.06 and Section 4.02(a), without the prior written consent of the Seller,
        the
        Indenture Trustee and the Trust Administrator, then such parties shall have
        the
        right to terminate this Agreement upon notice given as set forth in Section
        11.07 of the Agreement, without any payment of any penalty or damages and
        without any liability whatsoever to the Servicer or any third
        party.

       

      (d) Successor
        Servicer.  The provisions of Sections 4.06(a), (b) and (c)
        shall apply to any successor to SunTrust Mortgage, Inc., as Servicer
        hereunder.

       

      Section
        4.07. Termination
        for
        Cause.

       

      Any
        of
        the following occurrences shall constitute an event of default (a “Servicer
        Event of Default”) on the part of the Servicer:

       


      
        
          
          

        

        
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      (1) 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, and the Swap Counterparty, by the Trust Administrator; or

       

      (2) failure
        by 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 30 days after the date
        on
        which written notice of such failure, requiring the same to be remedied,
        shall
        have been given to the Servicer and the Swap Counterparty by the Trust
        Administrator; or

       

      (3) failure
        by the Servicer to maintain its license to do business or service residential
        mortgage loans in any jurisdiction where the Mortgaged Properties are located
        except where the failure to so maintain such license does not have a material
        adverse effect on the Servicer’s ability to service the Mortgage Loans;
        or

       

      (4) 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,
        readjustment of debt, including bankruptcy, 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 60
        days;
        or

       

      (5) the
        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 the Servicer or of or
        relating to all or substantially all of its property; or

       

      (6) 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,
        bankruptcy or reorganization statute, make an assignment for the benefit
        of its
        creditors, voluntarily suspend payment of its obligations;

       

      (7) the
        Servicer ceases to meet the qualifications of a Fannie Mae or Freddie Mac
        lender/servicer;

       

      (8) the
        Servicer attempts to assign the servicing of the Mortgage Loans or its right
        to
        servicing compensation hereunder or the Servicer attempts to assign this
        Agreement or the servicing responsibilities hereunder or to delegate its
        duties
        hereunder ar any portion thereof in a manner not permitted under this
        Agreement;

       

      (9) if
        any of
        the Rating Agencies reduces or withdraws the rating of any of the Notes due
        to a
        reason attributable to the Servicer; or

       

      (10) the
        net
        worth of the Servicer shall be less than $15,000,000.

       


      
        
          
          

        

        
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      In
        each
        and every such case, so long as an Event of Default shall not have been
        remedied, in addition to whatsoever rights the Indenture Trustee may have
        at law
        or equity to damages, including injunctive relief and specific performance,
        the
        Indenture Trustee, by notice in writing to the Servicer, and the Servicing
        Rights Pledgee and the Swap Counterparty,  may terminate all the
        rights and obligations of the Servicer under this Agreement and in and to
        the
        servicing contract established hereby and the proceeds thereof.

       

      Upon
        receipt by the Servicer, of such written termination notice, all authority
        and
        power of the Servicer, under this Agreement, whether with respect to the
        Mortgage Loans or otherwise, shall pass to and be vested in a successor servicer
        appointed by the Indenture Trustee, in accordance with and subject to Section
        4.08(a).  The parties acknowledge that notwithstanding the preceding
        sentence, there may be a transition period, not to exceed 90 days, in order
        to
        effect the transfer of servicing to a successor servicer.  The
        Indenture Trustee shall be entitled to be reimbursed by the Servicer, as
        applicable (or by the Trust Estate, if the Servicer is unable to fulfill
        its
        obligations hereunder) for all reasonable costs associated with the transfer
        of
        servicing, 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 Indenture
        Trustee to correct any errors or insufficiencies in the servicing data or
        otherwise to enable the Indenture Trustee to service the Mortgage Loans properly
        and effectively.  Upon written request from the Indenture Trustee, the
        Servicer shall prepare, execute and deliver to the successor servicer any
        and
        all documents and other instruments, place in such successor’s possession all
        Servicing Files, and do or cause to be done all other acts or things necessary
        or appropriate to effect the purposes of such notice of termination, including
        but not limited to the transfer and endorsement or assignment of the Mortgage
        Loans and related documents, at the Servicer’s sole expense.  The
        Servicer shall cooperate with the Indenture Trustee and such successor in
        effecting the termination of the Servicer’s responsibilities and rights
        hereunder, including without limitation, the transfer to such successor for
        administration by it of all cash amounts which shall at the time be credited
        by
        the Servicer to the Custodial Account or Escrow Account or thereafter received
        with respect to the Mortgage Loans.

       

      By
        a
        written notice, the Indenture Trustee with the consent of the other parties,
        may
        waive any default by the Servicer in the performance of its obligations
        hereunder and its consequences.  Upon any waiver of a past default,
        such default shall cease to exist, and any Event of Default arising therefrom
        shall be deemed to have been remedied for every purpose of this
        Agreement.  No such waiver shall extend to any subsequent or other
        default or impair any right consequent thereon except to the extent expressly
        so
        waived.

       

      Section
        4.08. Successor
        to Servicer,
        Miscellaneous Provisions.

       

      (a) Successor
        to the
        Servicer.  Simultaneously with the termination of the
        Servicer’s responsibilities and duties under this Agreement pursuant to Sections
        4.05, 4.06, or 4.07, the Master Servicer shall (i) within 90 days of the
        Servicer’s notice of such termination, succeed to and assume all of the
        Servicer’s responsibilities, rights, duties and obligations under this
        Agreement, or (ii) appoint a successor having the characteristics set forth
        in
        clauses (i) and (ii) of Section 4.06(d) and which shall succeed to all rights
        and assume all of the responsibilities, duties and liabilities of the Servicer
        under this Agreement simultaneously with the termination of the Servicer’s
        responsibilities, duties and liabilities under this Agreement.  Any
        successor to the

       


      
        
          
          

        

        
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      Servicer
        shall be subject to the approval of the Master Servicer, the Indenture Trustee
        and the Trust Administrator.  Any approval of a successor servicer by
        the Master Servicer, the Indenture Trustee and the Trust Administrator, shall,
        if the successor servicer is not at that time a servicer of other Mortgage
        Loans
        for the Trust, be conditioned upon the receipt by the Master Servicer, the
        Seller, the Indenture Trustee and the Trust Administrator of a letter from
        each
        Rating Agency to the effect that such transfer of servicing will not result
        in a
        qualification, withdrawal or downgrade of the then-current rating of any
        of the
        Notes.  In connection with such appointment and assumption, 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 under
        this
        Agreement.  In the event that the Servicer’s duties, responsibilities
        and liabilities under this Agreement should be terminated pursuant to the
        aforementioned sections, the Servicer shall discharge such duties and
        responsibilities during the period from the date it acquires knowledge of
        such
        termination until the effective date thereof with the same degree of diligence
        and prudence which it is obligated to exercise under this Agreement, and
        shall
        take no action whatsoever that might impair or prejudice the rights or financial
        condition of its successor.  The resignation or removal of the
        Servicer pursuant to the aforementioned sections shall not become effective
        until a successor shall be appointed pursuant to this Section 4.08(a) and
        shall
        in no event relieve the Servicer of the representations and warranties made
        pursuant to Sections 4.05 and the remedies available to the Master Servicer,
        the
        Indenture Trustee and the Seller under Sections 4.08(c), 4.05(d) and 4.05(e),
        it
        being understood and agreed that the provisions of such Sections 4.08(c),
        4.05(d) and 4.05(e) shall be applicable to the Servicer notwithstanding any
        such
        resignation or termination of the Servicer, or the termination of this
        Agreement.  Neither the Master Servicer, in its capacity as successor
        servicer, nor any other successor servicer shall be responsible for the lack
        of
        information and/or documents that it cannot otherwise obtain through reasonable
        efforts.

       

      Within
        a
        reasonable period of time, but in no event longer than 30 days of the
        appointment of a successor entity, the Servicer shall prepare, execute and
        deliver to the successor entity any and all documents and other instruments,
        place in such successor’s possession all Servicing Files, and do or cause to be
        done all other acts or things necessary or appropriate to effect the purposes
        of
        such notice of termination, including but not limited to the transfer of
        any
        Mortgage Notes and the related documents.  The Servicer shall
        cooperate with the Indenture Trustee, the Master Servicer or the Seller,
        as
        applicable, and such successor in effecting the termination of the Servicer’s
        responsibilities and rights hereunder and the transfer of servicing
        responsibilities to the successor Servicer, including without limitation,
        the
        transfer to such successor for administration by it of all cash amounts which
        shall at the time be credited by the Servicer to the Custodial Account or
        Escrow
        Account or thereafter received with respect to the Mortgage Loans.

       

      Any
        successor appointed as provided herein shall execute, acknowledge and deliver
        to
        the Indenture Trustee, the Servicer, the Master Servicer, the Trust
        Administrator and the Seller an instrument (i) accepting such appointment,
        wherein the successor shall make the representations and warranties set forth
        in
        Section 4.05(a) and provide for the same remedies set forth in such Section
        herein and (ii) an assumption of the due and punctual performance and observance
        of each covenant and condition to be performed and observed by the Servicer
        under this Agreement, whereupon such successor shall become fully vested
        with
        all the rights, powers,

       


      
        
          
          

        

        
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      duties,
        responsibilities, obligations and liabilities of the Servicer, with like
        effect
        as if originally named as a party to this Agreement.  Any termination
        or resignation of the Servicer or termination of this Agreement pursuant
        to
        Sections 4.05, 4.06 and 4.07 shall not affect any claims that the Seller,
        the
        Master Servicer, the Indenture Trustee or the Trust Administrator may have
        against the Servicer arising out of the Servicer’s actions or failure to act
        prior to any such termination or resignation.

       

      The
        Servicer shall deliver promptly to the successor servicer the funds in the
        Custodial Account and Escrow Account and all Mortgage Loan documents and
        related
        documents and statements held by it hereunder and the Servicer shall account
        for
        all funds and shall execute and deliver such instruments and do such other
        things as may reasonably be required to more fully and definitively vest
        in the
        successor all such rights, powers, duties, responsibilities, obligations
        and
        liabilities of the Servicer.

       

      Upon
        a
        successor’s acceptance of appointment as such, it shall notify the Indenture
        Trustee, the Trust Administrator, the Seller and Master Servicer and the
        Depositor of such appointment.

       

      (b) Costs.  The
        Seller shall pay the legal fees and expenses of its attorneys.  Costs
        and expenses incurred in connection with the transfer of the servicing
        responsibilities, including fees for delivering Servicing Files, shall be
        paid
        by (i) the terminated or resigning Servicer if such termination or resignation
        is a result of an occurrence of a termination event under Sections 4.05(c)
        or
        4.07, and (ii) in all other cases by the Trust.

       

      Section
        4.09. Miscellaneous
        Servicing
        Provisions.

       

      (a) Protection
        of Confidential
        Information.  The Servicer shall keep confidential and shall
        not divulge to any party, other than an affiliate of the Servicer, without
        the
        Seller’s prior written consent, any nonpublic information pertaining to the
        Mortgage Loans or any borrower thereunder, except to the extent that it is
        appropriate for the Servicer to do so in working with legal counsel,
        subservicers, special servicers, auditors, taxing authorities or other
        governmental agencies.

       

      (b) No
        Solicitation.  For so long as the Servicer services the
        Mortgage Loans, it shall not take any action or permit or cause any action
        to be
        taken by any of its agents and Affiliates, or by any independent contractors
        or
        independent mortgage brokerage companies on the Servicer’s behalf, to
        personally, by telephone or mail, solicit the Mortgagor under any Mortgage
        Loan
        for the purpose of refinancing such Mortgage Loan; provided, that the Servicer
        may solicit any Mortgagor for whom the Servicer has received a request for
        verification of mortgage, a request for demand for payoff, a mortgagor initiated
        written or verbal communication indicating a desire to prepay the related
        Mortgage Loan, another mortgage company has pulled a credit report on the
        mortgagor or the mortgagor initiates a title search; provided further, it
        is
        understood and agreed that promotions undertaken by the Servicer or any of
        its
        Affiliates which (i) concern optional insurance products or other additional
        products or (ii) are directed to the general public at large, including,
        without
        limitation, mass mailings based on commercially acquired mailing lists,
        newspaper, radio, telephone and television advertisements shall not constitute
        solicitation under this Section, nor is the Servicer prohibited from responding
        to unsolicited requests or

       


      
        
          
          

        

        
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      inquiries
        made by a Mortgagor or an agent of a Mortgagor. Furthermore, the Servicer
        shall
        be permitted to include in its monthly statements to borrowers or otherwise,
        statements regarding the availability of the Servicer’s counseling services with
        respect to refinancing mortgage loans.

       

      (c) Intention
        of the
        Parties.  It is the intention of the Seller and Servicer that
        the Seller is conveying, and the Servicer is receiving the servicing rights
        relating to the Mortgage Loans.  The parties hereby acknowledge that
        the Trust remains the sole and absolute owner of the Mortgage Loans (other
        than
        the servicing rights) and all rights related thereto, subject to the lien
        of the
        Indenture.

       

      ARTICLE
        V  


       

      ADMINISTRATION
        AND MASTER SERVICING OF MORTGAGE LOANS BY THE 

      MASTER
        SERVICER AND THE TRUST ADMINISTRATOR

       

      Section
        5.01. Duties
        of the Master
        Servicer; Representations and Warranties.

       

      (a) For
        and
        on behalf of the Issuing Entity, the Swap Counterparty, the Indenture Trustee
        and the Noteholders, the Master Servicer shall master service the Mortgage
        Loans
        from and after the Closing Date in accordance with the provisions of this
        Article V.  The Master Servicer hereby represents and warrants to the
        Depositor, the Issuing Entity, the Swap Counterparty, the Indenture Trustee,
        the
        Trust Administrator, and the Servicer, as of the Closing Date,
        that:

       

      (i) it
        is
        validly existing and in good standing as
        a  [___________­­­______­] and as Master Servicer has
        full power and authority to transact any and all business contemplated by
        this
        Agreement and to execute, deliver and comply with its obligations under the
        terms of this Agreement, the execution, delivery and performance of which
        have
        been duly authorized by all necessary corporate action on the part of the
        Master
        Servicer;

       

      (ii) the
        execution and delivery of this Agreement by the Master Servicer and its
        performance and compliance with the terms of this Agreement will not (A)
        violate
        the Master Servicer’s charter or bylaws, (B) violate any law or regulation or
        any administrative decree or order to which it is subject or (C) 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 contract,
        agreement or other instrument to which the Master Servicer is a party or
        by
        which it is bound or to which any of its assets are subject, which violation,
        default or breach would materially and adversely affect the Master Servicer’s
        ability to perform its obligations under this Agreement;

       

      (iii) this
        Agreement constitutes, assuming due authorization, execution and delivery
        hereof
        by the other respective parties hereto, a legal, valid and binding obligation
        of
        the Master Servicer, enforceable against it in accordance with the terms
        hereof,
        except as such enforcement may be limited by bankruptcy, insolvency,
        reorganization, moratorium and other laws affecting the enforcement of
        creditors’ rights in general, and by general equity principles (regardless of
        whether such enforcement is considered in a proceeding in equity or at
        law);

       


      
        
          
          

        

        
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      (iv) the
        Master Servicer is not in default with respect to any order or decree of
        any
        court or any order or regulation of any federal, state, municipal or
        governmental agency to the extent that any such default would materially
        and
        adversely affect its performance hereunder;

       

      (v) the
        Master Servicer is not a party to or bound by any agreement or instrument
        or
        subject to any charter provision, bylaw or any other corporate restriction
        or
        any judgment, order, writ, injunction, decree, law or regulation that may
        materially and adversely affect its ability as Master Servicer to perform
        its
        obligations under this Agreement or that requires the consent of any third
        person to the execution of this Agreement or the performance by the Master
        Servicer of its obligations under this Agreement;

       

      (vi) no
        litigation is pending or, to the best of the Master Servicer’s knowledge,
        threatened against the Master Servicer which would prohibit its entering
        into
        this Agreement or performing its obligations under this Agreement;

       

      (vii) the
        Master Servicer, or an affiliate thereof the primary business of which is
        the
        servicing of conventional residential mortgage loans, is a Fannie Mae- or
        Freddie Mac-approved seller/servicer;

       

      (viii) 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 of the transactions contemplated by this Agreement, except for
        such
        consents, approvals, authorizations and orders (if any) as have been
        obtained;

       

      (ix) the
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Master Servicer;

       

      (x) the
        Master Servicer has obtained an Errors and Omissions Insurance Policy and
        a
        Fidelity Bond in accordance with Section 5.02 each of which is in full force
        and
        effect, and each of which provides at least such coverage as is required
        hereunder; and

       

      (xi) the
        information about the Master Servicer under the heading “The Master Servicer” in
        the Offering Documents relating to the Master Servicer does not include an
        untrue statement of a material fact and does not omit to state a material
        fact,
        with respect to the statements made, necessary in order to make the statements
        in light of the circumstances under which they were made not
        misleading.

       

      (b) It
        is
        understood and agreed that the representations and warranties set forth in
        this
        Section 5.01 shall survive the execution and delivery of this
        Agreement.  The Master Servicer shall indemnify the Depositor, the
        Issuing Entity, the Indenture Trustee, the Owner Trustee, the Trust
        Administrator, and the Servicer and hold them harmless against any loss,
        damages, penalties, fines, forfeitures, 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 of the Master
        Servicer’s representations and warranties contained in this Section
        5.01.  It is understood and agreed that the enforcement of the
        obligation of the Master Servicer set forth in this Section to indemnify
        the
        foregoing parties as provided in this Section constitutes the sole remedy
        (other
        than as set forth in Section 8.01) of such parties respecting a breach of
        the

       


      
        
          
          

        

        
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      foregoing
        representations and warranties.  Such indemnification shall survive
        any termination of the Master Servicer as Master Servicer hereunder, and
        any
        termination of this Agreement.

       

      Any
        cause
        of action against the Master Servicer relating to or arising out of the breach
        of any representations and warranties made in this Section shall accrue upon
        discovery of such breach by the Depositor, the Issuing Entity, the Indenture
        Trustee, the Trust Administrator, or the Servicer or notice thereof by any
        one
        of such parties to the other parties.  Notwithstanding anything in
        this Agreement to the contrary, the Master Servicer shall not be liable for
        special, indirect or consequential losses or damages of any kind whatsoever
        (including, but not limited to, lost profits).

       

      Section
        5.02. Master
        Servicer Fidelity
        Bond and Master Servicer Errors and Omissions Insurance
        Policy.

       

      (a) The
        Master Servicer, at its expense, shall maintain in effect a Master Servicer
        Fidelity Bond and a Master Servicer 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 Master Servicer Errors and Omissions Insurance Policy
        and the Master Servicer Fidelity Bond shall be in such form and amount that
        would be consistent with coverage customarily maintained by master servicers
        of
        mortgage loans similar to the Mortgage Loans and shall by its terms not be
        cancelable without thirty days’ prior written notice to the Indenture
        Trustee.  The Master Servicer shall provide the Depositor and the
        Indenture Trustee, upon request, with a copy of such policy and fidelity
        bond.  The Master Servicer shall (i) require the Servicer to maintain
        an Errors and Omissions Insurance Policy and a Servicer Fidelity Bond in
        accordance with the provisions of Section 4.02(m) of this Agreement, (ii)
        cause
        the Servicer to provide to the Master Servicer certificates evidencing that
        such
        policy and bond is in effect and to furnish to the Master Servicer any notice
        of
        cancellation, non-renewal or modification of the policy or bond received
        by it,
        as and to the extent provided in Section 4.02(m) of the Agreement, and (iii)
        furnish copies of such policies and of the certificates and notices referred
        to
        in clause (ii) to the Indenture Trustee upon request.

       

      (b) The
        Master Servicer shall promptly report to the Indenture Trustee and the Trust
        Administrator any material changes that may occur in the Master Servicer’s
        Fidelity Bond or the Master Servicer Errors and Omissions Insurance Policy
        and
        shall furnish either such party, on request, certificates evidencing that
        such
        bond and insurance policy are in full force and effect.  The Master
        Servicer shall promptly report to the Indenture Trustee and the Trust
        Administrator all cases of embezzlement or fraud, if such events involve
        funds
        relating to the Mortgage Loans.  The total losses, regardless of
        whether claims are filed with the applicable insurer or surety, shall be
        disclosed in such reports together with the amount of such losses covered
        by
        insurance.  If a bond or insurance claim report is filed with any of
        such bonding companies or insurers, the Master Servicer shall promptly furnish
        a
        copy of such report to the Indenture Trustee and the Trust
        Administrator.  Any amounts relating to the Mortgage Loans collected
        by the Master Servicer under any such bond or policy shall be promptly remitted
        by the Master Servicer to the Indenture Trustee for deposit into the Collection
        Account.  Any amounts relating to the Mortgage Loans collected by the
        Servicer under any such bond or policy shall be remitted to the Master
        Servicer.

       


      
        
          
          

        

        
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      Section
        5.03. Master
        Servicer’s Financial
        Statements and Related Information.  For each year this
        Agreement is in effect, the Master Servicer shall deliver to the Trust
        Administrator, the Indenture Trustee, each Rating Agency and the Depositor
        a
        copy of its annual unaudited financial statements on or prior to May 31 of
        each
        year, beginning May 31, 200[ ].  Such financial statements shall
        include a balance sheet, income statement, statement of retained earnings,
        statement of additional paid-in capital, statement of changes in financial
        position and all related notes and schedules and shall be in comparative
        form,
        certified by a nationally recognized firm of Independent Accountants to the
        effect that such statements were examined and prepared in accordance with
        generally accepted accounting principles applied on a basis consistent with
        that
        of the preceding year.

       

      Section
        5.04. Power
        to Act;
        Procedures.

       

      (a) The
        Master Servicer shall master service the Mortgage Loans, provided that the
        Master Servicer shall not take, or knowingly permit the Servicer to take,
        any
        action that is inconsistent with or prejudices the interests of the Issuing
        Entity, the Indenture Trustee or the Noteholders in any Mortgage Loan or
        the
        rights and interests of the Depositor, the Issuing Entity, the Indenture
        Trustee
        and the Noteholders under this Agreement and the Indenture.  The
        Master Servicer shall represent and protect the interests of the Issuing
        Entity,
        the Indenture Trustee and the Noteholders in the same manner as it protects
        its
        own interests in mortgage loans in its own portfolio in any claim, proceeding
        or
        litigation regarding a Mortgage Loan.  Without limiting the generality
        of the foregoing, the Master Servicer in its own name, and the Servicer,
        to the
        extent such authority is delegated to such Servicer under this Agreement,
        is
        hereby authorized and empowered by the Indenture Trustee when the Master
        Servicer or such Servicer, as the case may be, believes it appropriate in
        its
        best judgment and in accordance with Servicing Standards, to execute and
        deliver, on behalf of itself and the Noteholders, the Trust Administrator,
        the
        Indenture Trustee or any of them, any and all instruments of satisfaction
        or
        cancellation, or of partial or full release or discharge and all other
        comparable instruments, with respect to the Mortgage Loans and with respect
        to
        the Mortgaged Properties.  The Indenture Trustee (or the Trust
        Administrator acting for the Indenture Trustee) shall furnish the Master
        Servicer, upon request, with any powers of attorney empowering the Master
        Servicer or the Servicer to execute and deliver instruments of satisfaction
        or
        cancellation, or of partial or full release or discharge, and to foreclose
        upon
        or otherwise liquidate Mortgaged Property, and to appeal, prosecute or defend
        in
        any court action relating to the Mortgage Loans or the Mortgaged Property,
        in
        accordance with this Agreement, and the Indenture Trustee shall execute and
        deliver such other documents as the Master Servicer may request, necessary
        or
        appropriate to enable the Master Servicer to master service the Mortgage
        Loans
        and carry out its duties hereunder, and to allow the Servicer to service
        the
        Mortgage Loans in each case in accordance with Servicing Standards (and the
        Indenture Trustee or the Trust Administrator shall have no liability for
        misuse
        of any such powers of attorney by the Master Servicer or the
        Servicer).  If the Master Servicer or the Indenture 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 Indenture Trustee
        or that
        the Indenture Trustee would be adversely affected under the “doing business” or
        tax laws of such state if such action is taken in its name, then upon request
        of
        the Indenture Trustee, the Master Servicer shall join with the Indenture
        Trustee
        in the appointment of a co-trustee pursuant to Section 6.10 of the
        Indenture.  In no event shall the Master Servicer, without the
        Indenture Trustee’s written consent:  (i) initiate any action, suit or
        proceeding solely under the Indenture Trustee’s name

       


      
        
          
          

        

        
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      without
        indicating the Master Servicer’s representative capacity or (ii) take any action
        with the intent to cause, and which actually does cause, the Indenture Trustee
        to be registered to do business in any state.  The Master Servicer
        shall indemnify the Indenture Trustee for any and all costs, liabilities
        and
        expenses incurred by the Indenture Trustee in connection with the negligent
        or
        willful misuse of such powers of attorney by the Master Servicer.  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 Indenture Trustee, be deemed to be the agent
        of
        the Indenture Trustee.

       

      (b) In
        master
        servicing and administering the Mortgage Loans, the Master Servicer shall
        employ
        procedures and exercise the same care that it customarily employs and exercises
        in master servicing and administering loans for its own account, giving due
        consideration to Servicing Standards where such practices do not conflict
        with
        this Agreement.  Consistent with the foregoing, the Master Servicer
        may, and may permit the Servicer to, in its discretion (i) waive any late
        payment charge and (ii) extend the due dates for payments due on a Mortgage
        Note
        for a period not greater than 120 days; provided, however, that the
        maturity of any Mortgage Loan shall not be extended past the date on which
        the
        final payment is due on the latest maturing Mortgage Loan as of the Cut-off
        Date.  In the event of any extension described in clause (ii) above,
        the Master Servicer shall make or cause the Servicer to make Advances on
        the
        related Mortgage Loan in accordance with the provisions of Section 4.03 on
        the
        basis of the amortization schedule of such Mortgage Loan without modification
        thereof by reason of such extension.

       

      Section
        5.05. Enforcement
        of Servicer’s
        and Master Servicer’s Obligations.

       

      (a) The
        Master Servicer shall not be required to (i) take any action with respect
        to the
        servicing of any Mortgage Loan that the Servicer is not required to take
        under
        this Agreement and (ii) cause the Servicer to take any action or refrain
        from
        taking any action if this Agreement does not require the Servicer to take
        such
        action or refrain from taking such action.

       

      (b) The
        Master Servicer, for the benefit of the Issuing Entity, the Swap Counterparty,
        the Indenture Trustee and the Noteholders, shall enforce the obligations
        of the
        Servicer hereunder, and shall, in the event that the Servicer fails to perform
        its obligations in accordance herewith, terminate the rights and obligations
        of
        the Servicer hereunder and either act as servicer of the related Mortgage
        Loans
        or cause other parties hereto to either assume the obligations of the
        Servicer-under this Agreement (or agree to execute and deliver a successor
        servicing or sub-servicing agreement with a successor servicer).  Such
        enforcement, including, without limitation, the legal prosecution of claims,
        termination of servicing or sub-servicing rights 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,
        and
        shall be reimbursed therefor initially (i) from a general recovery resulting
        from such enforcement only to the extent, if any, that such recovery exceeds
        all
        amounts due in respect of the related Mortgage Loans, (ii) from a specific
        recovery of costs, expenses or attorneys’ fees against the party against whom
        such enforcement is directed, and then, (iii) to the extent that such amounts
        are insufficient to reimburse the Master Servicer for the costs of such
        enforcement, from the Collection Account.

       


      
        
          
          

        

        
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      Section
        5.06. 
        [Reserved].

       

      Section
        5.07. Collection
        Account.

       

      (a) On
        the
        Closing Date, the Trust Administrator shall open and shall thereafter maintain
        a
        segregated account held in trust in the name of the Securities Intermediary
        (the
“Collection Account”), entitled “Collection Account,  [____________],
        as Indenture Trustee, in trust for Holders of the SunTrust
        [      ] Trust, Series 200[ ]-[__],
        Mortgage-Backed Notes.”  The Collection Account shall relate solely to
        the Notes issued by the Issuing Entity, and funds deposited in the Collection
        Account shall not be commingled with any other monies.

       

      (b) The
        Collection Account shall be an Eligible Account.  If an existing
        Collection Account ceases to be an Eligible Account, the Trust Administrator
        shall establish a new Collection Account that is an Eligible Account within
        10
        days and transfer all funds and investment property on deposit in such existing
        Collection Account into such new Collection Account.

       

      (c) 
        The
        Trust Administrator shall give to the Master Servicer and the Indenture Trustee
        prior written notice of the name and address of the depository institution
        at
        which the Collection Account is maintained and the account number of such
        Collection Account. The Trust Administrator shall take such actions as are
        necessary to cause the depository institution holding the Collection Account
        to
        hold such account in the name of the Indenture Trustee. On each Payment Date,
        the entire amount on deposit in the Collection Account relating to the Mortgage
        Loans (subject to permitted withdrawals set forth in Section 5.08), other
        than
        amounts not included in Interest Funds or Principal Funds to be paid to
        Noteholders for such Payment Date, shall be applied to make the requested
        payment of principal and/or interest on each Class of Notes.

       

      (d) The
        Master Servicer shall deposit or cause to be deposited into the Collection
        Account, no later than the Business Day following the Closing Date, any amounts
        received with respect to the Mortgage Loans representing Scheduled Payments
        on
        the Mortgage Loans due after the Cut-off Date and unscheduled payments received
        on or after the Cut-off Date and on or before the Closing
        Date.  Thereafter, the Master Servicer shall deposit or cause to be
        deposited in the Collection Account on the earlier of the applicable Payment
        Date and one Business Day following receipt thereof, the following amounts
        received or payments made by the Master Servicer (other than in respect of
        principal of and interest on the Mortgage Loans due on or before the Cut-off
        Date):

       

      (i) all
        remittances from the Custodial Account to the Master Servicer pursuant to
        Section 4.03;

       

      (ii) all
        Advances made by the Servicer or the Master Servicer pursuant to Section
        6.05
        hereof and any payment in respect of Prepayment Interest Shortfalls paid
        by the
        Master Servicer pursuant to Section 5.21 hereof;

       

      (iii) the
        Purchase Price of any Mortgage Loan repurchased by the Depositor or the Seller
        during the related Prepayment Period or any other Person and any Substitution
        Amount related to any Qualifying Substitute Mortgage Loan; and

       


      
        
          
          

        

        
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      (iv) any
        Net
        Swap Receipts or any swap breakage costs (as reported to the Trust Administrator
        by the Swap Counterparty) received by the Trust Administrator.

       

      (e) 
        Funds in
        the Collection Account may be invested by the Trust Administrator in Eligible
        Investments selected by and at the written direction of the Trust Administrator,
        which shall mature not later than one Business Day prior to the next Payment
        Date (or on the Payment Date with respect to any Eligible Investment of the
        Trust Administrator or any other fund managed or advised by it or any Affiliate)
        and any such Eligible Investment shall not be sold or disposed of prior to
        its
        maturity. All such Eligible Investments shall be made in the name of the
        Master
        Servicer in trust for the benefit of the Indenture Trustee and the Noteholders
        and the Swap Counterparty. All income and gain realized from any Eligible
        Investment shall be for the benefit of the Master Servicer and shall be subject
        to its withdrawal or order from time to time, subject to Section 5.08 and
        shall
        not be part of the Trust Estate. The amount of any losses incurred in respect
        of
        any such investments shall be deposited in such Collection Account by the
        Master
        Servicer out of its own funds, without any right of reimbursement therefor,
        immediately as realized. The foregoing requirements for deposit in the
        Collection Account are exclusive, it being understood and agreed that, without
        limiting the generality of the foregoing, payments of interest on funds in
        the
        Collection Account and payments in the nature of late payment charges,
        assumption fees and other incidental fees and charges relating to the Mortgage
        Loans need not be deposited by the Master Servicer in the Collection Account
        and
        may be retained by the Master Servicer or the Servicer, as applicable, as
        additional servicing compensation. If the Master Servicer deposits in the
        Collection Account any amount not required to be deposited therein, it may
        at
        any time withdraw such amount from such Collection Account.

       

      Section
        5.08. Application
        of Funds in the
        Collection Account.  The Trust Administrator may, from time to
        time, make, or cause to be made, withdrawals from the Collection Account
        for the
        following purposes:

       

      (i) 
        to
        reimburse the Master Servicer or the Servicer, as applicable, for any previously
        unreimbursed Advances or Servicing Advances made by any such party, such
        right
        to reimbursement pursuant to this subclause (i) being limited to amounts
        received on or in respect of a particular Mortgage Loan (including, for this
        purpose, Liquidation Proceeds and amounts representing Insurance Proceeds
        with
        respect to the property subject to the related Mortgage) which represent
        late
        recoveries (net of the applicable Servicing Administration Fee) of payments
        of
        principal or interest respecting which any such Advance was made, it being
        understood, in the case of any such reimbursement, that the Master Servicer’s or
        Servicer’s right thereto shall be prior to the rights of the
        Noteholders;

       

      (ii) 
        to
        reimburse the Master Servicer or the Servicer following a final liquidation
        of a
        Mortgage Loan for any previously unreimbursed Advances made by any such party
        (A) that such party determines in good faith will not be recoverable from
        amounts representing late recoveries of payments of principal or interest
        respecting the particular Mortgage Loan as to which such Advance was made
        or
        from Liquidation Proceeds or Insurance Proceeds with respect to such Mortgage
        Loan and/or (B) to the extent that such unreimbursed Advances exceed the
        related
        Liquidation Proceeds or Insurance Proceeds, it being understood, in the case
        of
        each such reimbursement, that the Master Servicer’s or Servicer’s right thereto
        shall be prior to the rights of the Noteholders;

       


      
        
          
          

        

        
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      (iii) to
        reimburse the Master Servicer or the Servicer from Liquidation Proceeds for
        Liquidation Expenses and for amounts expended by it pursuant to Section 4.02(o)
        in good faith in connection with the restoration of damaged property and,
        to the
        extent that Liquidation Proceeds after such reimbursement exceed the unpaid
        principal balance of the related Mortgage Loan, together with accrued and
        unpaid
        interest thereon at the applicable Mortgage Rate less the applicable Servicing
        Administration Fee Rate and Master Servicing Fee Rate for such Mortgage Loan
        to
        the Due Date next succeeding the date of its receipt of such Liquidation
        Proceeds, to pay to the Master Servicer or the Servicer out of such excess
        the
        amount of any unpaid assumption fees, late payment charges or other Mortgagor
        charges on the related Mortgage Loan and to retain any excess remaining
        thereafter as additional servicing compensation, it being understood, in
        the
        case of any such reimbursement or payment, that such Master Servicer’s or
        Servicer’s right thereto shall be prior to the rights of the
        Noteholders;

       

      (iv) to
        pay to
        the Depositor or the Seller or any other Person, as applicable, with respect
        to
        each Mortgage Loan or REO Property acquired in respect thereof that has been
        purchased pursuant to this Agreement, all amounts received thereon and not
        paid
        on the date on which the related repurchase was effected, and to pay to the
        applicable party any Advances and Servicing Advances to the extent specified
        in
        the definition of Purchase Price;

       

      (v) to
        the
        extent not paid by the Servicer, to pay any Insurance Premium with respect
        to a
        Mortgage Loan;

       

      (vi) to
        pay to
        the Master Servicer income earned on the investment of funds on deposit in
        the
        Collection Account;

       

      (vii) on
        each
        Payment Date, to make payment to the Noteholders in the amounts and in the
        manner provided for in Section 6.02 for the related Payment Date (to the
        extent
        collected by the Master Servicer or the Servicer);

       

      (viii) on
        each
        Payment Date,  to the extent not previously collected and retained by
        the Servicer, to make payment to the Servicer, all Prepayment Premiums received
        during the immediately preceding Prepayment Period;

       

      (ix) to
        make
        payment to itself, the Master Servicer, the Servicer, the Indenture Trustee,
        the
        Custodian, the Owner Trustee and others pursuant to any provision of this
        Agreement, the Trust Agreement, the Indenture or the Custodial
        Agreement;

       

      (x) to
        withdraw funds deposited in error in the Collection Account;

       

      (xi) to
        clear
        and terminate the Collection Account pursuant to Article IX;

       

      (xii) to
        reimburse a successor master servicer (solely in its capacity as successor
        master servicer), for any fee or advance occasioned by a termination of the
        Master Servicer, and the assumption of such duties by the Indenture Trustee
        or a
        successor master servicer appointed by the Indenture Trustee pursuant to
        Section
        8.01, in each case to the extent not reimbursed by the terminated Master
        Servicer, it being understood, in the case of any such reimbursement or payment,
        that the right of the Master Servicer or the Indenture Trustee thereto shall
        be
        prior to the rights of the Noteholders;

       


      
        
          
          

        

        
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      (xiii) to
        pay
        the Swap Counterparty any Net Swap Payments and any swap termination payments
        (as reported to the Trust Administrator by the Swap Counterparty) two Business
        Days prior to each applicable Payment Date; and

       

      (xiv) to
        make
        payment to the Owner Trustee, the Owner Trustee Fee for such Payment Date,
        if
        any.

       

      In
        connection with withdrawals pursuant to subclauses (i), (ii), (iii) and (iv)
        above, the Master Servicer’s or the Servicer’s or such other Person’s
        entitlement thereto is limited to collections or other recoveries on the
        related
        Mortgage Loan.  The Trust Administrator shall therefore keep and
        maintain a separate accounting for each Mortgage Loan for the purpose of
        justifying any withdrawal from the Collection Account it maintains pursuant
        to
        such subclauses.

       

      Section
        5.09. Reports
        to Indenture Trustee
        and Noteholders.

       

      (a) 
        On each
        Payment Date, the Trust Administrator shall make available to the Indenture
        Trustee and each Noteholder and the Swap Counterparty, a report setting forth
        the following information (on the basis of Mortgage Loan level information
        obtained from the Servicer and information provided by the Swap
        Counterparty):

       

      (i) the
        aggregate amount of the payment to be made on such Payment Date to the Holders
        of each Class of Notes, to the extent applicable, allocable to principal
        on the
        Mortgage Loans, including Liquidation Proceeds and Insurance Proceeds, stating
        separately the amount attributable to scheduled principal payments and
        unscheduled payments in the nature of principal;

       

      (ii) the
        aggregate amount of the payment to be made on such Payment Date to the Holders
        of each Class of Notes allocable to interest and the calculation
        thereof;

       

      (iii) the
        amount, if any, of any payment to the Holder of the Ownership
        Certificate;

       

      (iv) (A)
        the
        aggregate amount of any Advances required to be made by or on behalf of the
        Servicer (or the Master Servicer) with respect to such Payment Date, (B)
        the
        aggregate amount of such Advances actually made, and (C) the amount, if any,
        by
        which (A) above exceeds (B) above;

       

      (v) the
        total
        number of Mortgage Loans, the aggregate Stated Principal Balance of all the
        Mortgage Loans as of the close of business on the last day of the related
        Due
        Period, after giving effect to payments allocated to principal reported under
        clause (i) above;

       

      (vi) the
        Class
        Principal Amount of each Class of Notes, to the extent applicable, as of
        such
        Payment Date after giving effect to payments allocated to principal reported
        under clause (i) above;

       

      (vii) the
        amount of all Prepayment Premiums paid to the holder of the Ownership
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      (viii) the
        amount of any Realized Losses incurred with respect to the Mortgage Loans
        (x) in
        the applicable Prepayment Period and (y) in the aggregate since the Cut-off
        Date;

       

      (ix) the
        amount of the Owner Trustee Fee, Master Servicing Fee and Servicing
        Administration Fee paid during the Due Period to which such payment
        relates;

       

      (x) the
        number and aggregate Stated Principal Balance of Mortgage Loans, as reported
        to
        the Trust Administrator by the Servicer, (a) remaining outstanding, (b)
        delinquent 30 to 59 days on a contractual basis, (c) delinquent 60 to 89
        days on
        a contractual basis, (d) delinquent 90 or more days on a contractual basis,
        (e)
        as to which foreclosure proceedings have been commenced as of the close of
        business on the last Business Day of the calendar month immediately preceding
        the month in which such Payment Date occurs, (f) in bankruptcy and (g) that
        are
        REO Properties;

       

      (xi) the
        number and aggregate Stated Principal Balance as of the related Determination
        Date of any Mortgage Loans with respect to which the related Mortgaged Property
        became an REO Property as of the close of business on the last Business Day
        of
        the calendar month immediately preceding the month in which such Payment
        Date
        occurs;

       

      (xii) with
        respect to substitution of Mortgage Loans in the preceding calendar month,
        the
        Stated Principal Balance of each Deleted Mortgage Loan and of each Qualifying
        Substitute Mortgage Loan;

       

      (xiii) whether
        a
        Trigger Event has occurred;

       

      (xiv) the
        Interest Rate applicable to such Payment Date with respect to each Class
        of
        Notes;

       

      (xv) the
        Interest Funds and the Principal Funds applicable to such Payment
        Date;

       

      (xvi) if
        applicable, the amount of any shortfall (i.e., the difference between the
        aggregate amounts of principal and interest which Noteholders would have
        received if there were sufficient available amounts in the Collection Account
        and the amounts actually paid);

       

      (xvii) the
        amount of any Overcollateralization Deficiency after giving effect to the
        payments made on such Payment Date;

       

      (xviii) LIBOR
        with respect to such Payment Date;

       

      (xix) the
        Available Funds Shortfall of each Class of Notes, if any; and

       

      (xx) to
        the
        extent such information is provided to the Master Servicer by the Servicer,
        the
        number of Mortgage Loans with respect to which (a) a reduction in the Mortgage
        Rate has occurred or (b) the related Mortgagor’s obligation to repay interest on
        a monthly basis has been suspended or reduced pursuant to the Civil Relief
        Act
        or the California Military and Veterans Code, as amended; and the amount
        of
        interest not required to be paid with respect to

       


      
        
          
          

        

        
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      any
        such
        Mortgage Loans during the related Due Period as a result of such reductions,
        in
        the aggregate and with respect to the Group 1 Mortgage Loans and the Group
        2
        Mortgage Loans.

       

      In
        the
        case of information furnished pursuant to subclauses (i), (ii) and (vi) above,
        the amounts shall (except in the case of the report delivered to the holder
        of
        the Ownership Certificate) be expressed as a dollar amount per $1,000 of
        original principal amount of Notes.

       

      The
        Trust
        Administrator will make such report and additional loan level information
        (and,
        at its option, any additional files containing the same information in an
        alternative format) available each month to the Rating Agencies and Noteholders
        via the Trust Administrator’s website.  The Trust Administrator’s
        website can be accessed at  [____________].  Assistance in
        using the website can be obtained by calling the Trust Administrator’s customer
        service desk at  [____________].  Such parties that are
        unable to use the website are entitled to have a paper copy mailed to them
        via
        first class mail by notifying the Trust Administrator
        at  [_________________________] and indicating such.  The
        Trust Administrator shall have the right to change the way such statements
        are
        distributed in order to make such distribution more convenient and/or more
        accessible to the above parties and the Trust Administrator shall provide
        timely
        and adequate notification to all above parties regarding any such
        changes.

       

      The
        foregoing information and reports shall be prepared and determined by the
        Trust
        Administrator based solely on Mortgage Loan data provided to the Trust
        Administrator by the Master Servicer (in a format agreed to by the Trust
        Administrator and the Master Servicer) no later than 12:00 p.m.(noon) Eastern
        Standard Time four Business Days prior to the Payment Date.  In
        preparing or furnishing the foregoing information, the Trust Administrator
        and
        the Master Servicer shall be entitled to rely conclusively on the accuracy
        of
        the information or data regarding the Mortgage Loans and the related REO
        Property that has been provided to the Master Servicer by the Servicer, and
        neither the Trust Administrator nor the Master Servicer shall be obligated
        to
        verify, recompute, reconcile or recalculate any such information or
        data.  The Trust Administrator and the Master Servicer shall be
        entitled to conclusively rely on the Mortgage Loan data provided to the Master
        Servicer and shall have no liability for any errors in such Mortgage Loan
        data.

       

      (b) Upon
        the
        reasonable advance written request of any Noteholder that is a savings and
        loan,
        bank or insurance company, which request, if received by the Indenture Trustee
        shall be forwarded promptly to the Trust Administrator, the Trust Administrator
        shall provide, or cause to be provided (or, to the extent that such information
        or documentation is not required to be provided by the Servicer, shall use
        reasonable efforts to obtain such information and documentation from the
        Servicer, and provide), to such Noteholder such reports and access to
        information and documentation regarding the Mortgage Loans as such Noteholder
        may reasonably deem necessary to comply with applicable regulations of the
        Office of Thrift Supervision or its successor or other regulatory authorities
        with respect to an investment in the Notes; provided, however, that the
        Trust Administrator shall be entitled to be reimbursed by such Noteholder
        for
        actual expenses incurred in providing such reports and access.

       

      (c) 
        Within
        90 days, or such shorter period as may be required by statute or regulation,
        after the end of each calendar year, the Trust Administrator shall have prepared
        and shall make available to each Person who at any time during the calendar
        year
        was a Noteholder of record,

       


      
        
          
          

        

        
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      and
        make
        available to Security Owners (identified as such by the Clearing Agency)
        in
        accordance with applicable regulations, a report summarizing the items provided
        to the Noteholders pursuant to Section 5.09(a) on an annual basis as may
        be
        required to enable such Holders to prepare their federal income tax returns;
        provided, however, that
        this Section 5.09(c) shall not be applicable where relevant reports or summaries
        are required elsewhere in this Agreement.  Such information shall
        include the amount of original issue discount accrued on each Class of Notes
        and
        information regarding the expenses of the Issuing Entity.  The Trust
        Administrator shall be deemed to have satisfied such requirement if it forwards
        such information in any other format permitted by the Code.  The
        Master Servicer shall provide the Trust Administrator with such information
        as
        is necessary for the Indenture Trustee to prepare such reports.

       

      (d) The
        Trust
        Administrator shall furnish any other information that is required by the
        Code
        and regulations thereunder to be made available to Noteholders.  The
        Master Servicer shall provide the Trust Administrator with such information
        as
        is necessary for the Trust Administrator to prepare such reports (and the
        Trust
        Administrator may rely solely upon such information).

       

      Section
        5.10. Termination
        of Servicer;
        Successor Servicers.

       

      (a) The
        Master Servicer shall be entitled to terminate the rights and obligations
        of the
        Servicer upon the occurrence of a Servicer Event of Default as set forth
        in
        Section 4.07; provided,
        however, that in the event of termination of the Servicer by the Master
        Servicer, the Master Servicer shall provide for the servicing of the Mortgage
        Loans by a successor servicer as provided in Section 4.08.

       

      The
        parties acknowledge that notwithstanding the preceding sentence, there may
        be a
        transition period, not to exceed 90 days, in order to effect the transfer
        of
        servicing to a successor servicer.  The Master Servicer shall be
        entitled to be reimbursed by the Servicer (or by the Trust Estate, if the
        Servicer is unable to fulfill its obligations hereunder) for all costs
        associated with the transfer of servicing, including without limitation,
        any
        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.

       

      (b) If
        the
        Master Servicer acts as a successor Servicer, it shall not assume liability
        for
        the representations and warranties of the Servicer that it
        replaces.  The Master Servicer shall use reasonable efforts to have
        the successor Servicer assume liability for the representations and warranties
        made by the terminated Servicer and in the event of any such assumption by
        the
        successor servicer, the Master Servicer may, in the exercise of its business
        judgment, release the terminated Servicer from liability for such
        representations and warranties.

       

      (c) If
        the
        Master Servicer acts as a successor Servicer, it will have no obligation
        to make
        an Advance if it determines in its reasonable judgment that such Advance
        would
        constitute a Nonrecoverable Advance.

       


      
        
          
          

        

        
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      Section
        5.11. Master
        Servicer Liable for
        Enforcement.  The Master Servicer shall use commercially
        reasonable efforts to ensure that the Mortgage Loans are serviced in accordance
        with the provisions of this Agreement and shall use commercially reasonable
        efforts to enforce the provisions of Article IV for the benefit of the
        Noteholders and the Swap Counterparty.  The Master Servicer shall be
        entitled to enter into any agreement with any Servicer for indemnification
        of
        the Master Servicer and nothing contained in this Agreement shall be deemed
        to
        limit or modify such indemnification.  Except as expressly set forth
        herein, the Master Servicer shall have no liability for the acts or omissions
        of
        the Servicer in the performance by such Servicer of its obligations under
        Article IV.

       

      Section
        5.12. Assumption
        of Master
        Servicing by Indenture Trustee.

       

      (a) In
        the
        event the Master Servicer shall for any reason no longer be the Master Servicer
        (including by reason of any Master Servicer Event of Default under Section
        8.01
        of this Agreement), the Indenture Trustee shall thereupon assume all of the
        rights and obligations of such Master Servicer hereunder.  The
        Indenture Trustee, its designee or any successor master servicer appointed
        by
        the Indenture Trustee shall be deemed to have assumed all of the Master
        Servicer’s interest herein, except that the Master Servicer shall not thereby be
        relieved of any liability or obligations of the Master Servicer accruing
        prior
        to its replacement as Master Servicer, and shall be liable to the Indenture
        Trustee, and hereby agrees to indemnify and hold harmless the Indenture Trustee
        from and against all costs, damages, expenses and liabilities (including
        reasonable attorneys’ fees) incurred by the Indenture Trustee as a result of
        such liability or obligations of the Master Servicer and in connection with
        the
        Indenture Trustee’s assumption (but not its performance, except to the extent
        that costs or liability of the Indenture Trustee are created or increased
        as a
        result of negligent or wrongful acts or omissions of the Master Servicer
        prior
        to its replacement as Master Servicer) of the Master Servicer’s obligations,
        duties or responsibilities thereunder.

       

      (b) The
        Master Servicer that has been terminated shall, upon request of the Indenture
        Trustee but at the expense of such Master Servicer, deliver to the assuming
        party all documents and records relating to the Mortgage Loans and an accounting
        of amounts collected and held by it and otherwise use its best efforts to
        effect
        the orderly and efficient transfer of master servicing to the assuming
        party.

       

      Section
        5.13. 
        [Reserved].

       

      Section
        5.14. Release
        of Mortgage
        Files.

       

      (a) Upon
        (i)
        becoming aware of the payment in full of any Mortgage Loan or (ii) the receipt
        by the Master Servicer of a notification that payment in full has been or
        will
        be escrowed in a manner customary for such purposes, the Master Servicer
        will,
        or will cause the Servicer to, promptly notify the Indenture Trustee (or
        the
        Custodian) by a certification (which certification shall include a statement
        to
        the effect that all amounts received in connection with such payment that
        are
        required to be deposited in the Collection Account maintained by the Trust
        Administrator pursuant to Section 5.07 have been or will be so deposited)
        of a
        Servicing Officer and shall request (on the form attached to the Custodial
        Agreement) the Indenture Trustee or the Custodian, to deliver to the Servicer
        the related Mortgage File.  Upon receipt of such

       


      
        
          
          

        

        
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      certification
        and request, the Indenture Trustee or the Custodian (with the consent, and
        at
        the direction of the Indenture Trustee), shall promptly release the related
        Mortgage File to the Servicer and the Indenture Trustee shall have no further
        responsibility with regard to such Mortgage File.  Upon any such
        payment in full, the Master Servicer is authorized, and the Servicer is
        authorized, to give, as agent for the Indenture Trustee, as the mortgagee
        under
        the Mortgage that secured the Mortgage Loan, an instrument of satisfaction
        (or
        assignment of mortgage without recourse) regarding the Mortgaged Property
        subject to the Mortgage, which instrument of satisfaction or assignment,
        as the
        case may be, shall be delivered to the Person or Persons entitled thereto
        against receipt therefor of such payment, it being understood and agreed
        that no
        expenses incurred in connection with such instrument of satisfaction or
        assignment, as the case may be, shall be chargeable to the Collection
        Account.

       

      (b) From
        time
        to time and as appropriate for the servicing or foreclosure of any Mortgage
        Loan, the Indenture Trustee shall execute such documents as shall be prepared
        and furnished to the Indenture Trustee by the Master Servicer, or by the
        Servicer, as applicable, (in form reasonably acceptable to the Indenture
        Trustee) and as are necessary to the prosecution of any such
        proceedings.  The Indenture Trustee or the Custodian, shall, upon
        request of the Master Servicer or of the Servicer, as applicable, and delivery
        to the Indenture Trustee or the Custodian, of a trust receipt signed by a
        Servicing Officer substantially in the form attached to the Custodial Agreement,
        release the related Mortgage File held in its possession or control to the
        Master Servicer (or the Servicer, as applicable).  Such trust receipt
        shall obligate the Master Servicer or the Servicer, as applicable, to return
        the
        Mortgage File to the Indenture Trustee or the Custodian, as applicable, when
        the
        need therefor by the Master Servicer or the Servicer, as applicable, no longer
        exists unless the Mortgage Loan shall be liquidated, in which case, upon
        receipt
        of a certificate of a Servicing Officer similar to that hereinabove specified,
        the trust receipt shall be released by the Indenture Trustee or the Custodian,
        as applicable, to the Master Servicer or the Servicer as
        applicable.

       

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

       

      (a) The
        Master Servicer shall transmit, or cause the Servicer to transmit, to the
        Indenture Trustee such documents and instruments coming into the possession
        of
        the Master Servicer or the Servicer from time to time as are required by
        the
        terms hereof to be delivered to the Indenture Trustee or the
        Custodian.  Any funds received by the Master Servicer or by the
        Servicer in respect of any Mortgage Loan or which otherwise are collected
        by the
        Master Servicer or the Servicer as Liquidation Proceeds or Insurance Proceeds
        in
        respect of any Mortgage Loan shall be held for the benefit of the Indenture
        Trustee and the Noteholders and the Swap Counterparty subject to the Master
        Servicer’s right to retain or withdraw amounts provided in this Agreement and to
        the right of the Servicer to retain its Servicing Administration Fee and
        other
        amounts as provided herein.  The Master Servicer shall, and shall
        cause the Servicer to, provide access to information and documentation regarding
        the Mortgage Loans to the Indenture Trustee, their respective agents and
        accountants at any time upon reasonable request and during normal business
        hours, and to Noteholders 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

       


      
        
          
          

        

        
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      Supervision
        or other regulatory authority, such access to be afforded without charge
        but
        only upon reasonable 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
        Mortgage Files and funds collected or held by, or under the control of, the
        Master Servicer or the 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 held by the Master Servicer or by the Servicer
        for and on behalf of the Indenture Trustee as the Indenture Trustee’s agent and
        bailee for purposes of perfecting the Indenture Trustee’s security interest
        therein as provided by relevant Uniform Commercial Code or laws; provided, however, that the
        Master Servicer and the Servicer shall be entitled to setoff against, and
        deduct
        from, any such funds any amounts that are properly due and payable to the
        Master
        Servicer or the Servicer under this Agreement and shall be authorized to
        remit
        such funds to the Indenture Trustee in accordance with this
        Agreement.

       

      (c) The
        Master Servicer hereby acknowledges that concurrently with the execution
        of this
        Agreement, the Indenture Trustee shall own or, to the extent that a court
        of
        competent jurisdiction shall deem the conveyance of the Mortgage Loans from
        the
        Seller to the Depositor not to constitute a sale, the Indenture Trustee shall
        have a security interest in the Mortgage Loans and in all Mortgage Files
        representing such Mortgage Loans and in all funds and investment property
        now or
        hereafter held by, or under the control of, the Servicer or the Master Servicer
        that are collected by the Servicer or the Master Servicer in connection with
        the
        Mortgage Loans, whether as scheduled installments of principal and interest
        or
        as full or partial prepayments of principal or interest or as Liquidation
        Proceeds or Insurance Proceeds or otherwise, and in all proceeds of the
        foregoing and proceeds of proceeds (but excluding any fee or other amounts
        to
        which the Servicer or the Master Servicer is entitled to hereunder); and
        the
        Master Servicer agrees that so long as the Mortgage Loans are assigned to
        and
        held by the Indenture Trustee or the Custodian, all documents or instruments
        constituting part of the Mortgage Files, and such funds relating to the Mortgage
        Loans which come into the possession or custody of, or which are subject
        to the
        control of, the Master Servicer or the Servicer shall be held by the Master
        Servicer or the Servicer for and on behalf of the Indenture Trustee as the
        Indenture Trustee’s agent and bailee for purposes of perfecting the Indenture
        Trustee’s security interest therein as provided by the applicable Uniform
        Commercial Code or other applicable laws.

       

      (d) The
        Master Servicer agrees that it shall not, and shall not authorize the Servicer
        to, create, incur or subject any Mortgage Loans, or any funds that are deposited
        in any Custodial Account, Escrow Account or the Collection Account, or any
        funds
        that otherwise are or may become due or payable to the Indenture Trustee,
        to any
        claim, lien, security interest, judgment, levy, writ of attachment or other
        encumbrance, nor assert by legal action or otherwise any claim or right of
        setoff against any Mortgage Loan or any funds collected on, or in connection
        with, a Mortgage Loan.

       

      Section
        5.16. Opinion.  On
        or before the Closing Date, the Master Servicer shall cause to be delivered
        to
        the Depositor, the Seller, the Indenture Trustee, the Issuing Entity, the
        Trust
        Administrator, the Swap Counterparty and the Servicer one or more Opinions
        of
        Counsel, dated the Closing Date, in form and substance reasonably satisfactory
        to the Depositor and a

       


      
        
          
          

        

        
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      representative
        of the Underwriters, as to the due authorization, execution and delivery
        of this
        Agreement by the Master Servicer and the enforceability thereof.

       

      Section
        5.17. 
        [Reserved].

       

      Section
        5.18. 
        [Reserved].

       

      Section
        5.19. 
        [Reserved].

       

      Section
        5.20. Indenture
        Trustee To Retain
        Possession of Certain Insurance Policies and Documents.  The
        Indenture Trustee (or the Custodian on behalf of the Indenture Trustee) shall
        retain possession and custody of the originals of the primary mortgage insurance
        policies or certificate of insurance if applicable and any certificates of
        renewal as to the foregoing as may be issued from time to time as contemplated
        by this Agreement.  Until all amounts payable in respect of the Notes
        have been paid in full and the Master Servicer otherwise has fulfilled its
        obligations under this Agreement, the Indenture Trustee (or the Custodian)
        shall
        also retain possession and custody of each Mortgage File in accordance with
        and
        subject to the terms and conditions of this Agreement.  The Master
        Servicer shall promptly deliver or cause the Servicer to deliver to the
        Indenture Trustee (or the Custodian), upon the execution or receipt thereof
        the
        originals of the primary mortgage insurance policies and any certificates
        of
        renewal thereof, and such other documents or instruments that constitute
        portions of the Mortgage File that come into the possession of the Master
        Servicer or the Servicer from time to time.

       

      Section
        5.21. Compensation
        to the Master
        Servicer.  As compensation for its services hereunder, the
        Master Servicer shall be entitled to retain all income and gain realized
        from
        any investment of funds in the Collection Account  pursuant to Section
        5.07(e) and the Master Servicing Fee (together, the “Master Servicing
        Compensation”).  Notwithstanding the foregoing, the Master Servicer
        shall deposit in the Collection Account, on or before the related Payment
        Date,
        an amount equal to the lesser of (i) its master servicing compensation with
        respect to such Payment Date and (ii) the amount of any Compensating Interest
        Payment required to be paid by the Servicer with respect to such Payment
        Date
        pursuant to this Agreement, but which is not paid by the
        Servicer.  The Master Servicer shall be required to pay all expenses
        incurred by it in connection with its activities hereunder and shall not
        be
        entitled to reimbursement therefor except as provided in this
        Agreement.

       

      Section
        5.22. 
        [Reserved].

       

      Section
        5.23. Reports
        to the Indenture
        Trustee.

       

      (a) Not
        later
        than 30 days after each Payment Date, the Trust Administrator shall, upon
        request, forward to the Indenture Trustee a statement, deemed to have been
        certified by a officer of the Trust Administrator, setting forth the status
        of
        the Collection Account maintained by the Trust Administrator as of the close
        of
        business on the related Payment Date, indicating that all payments required
        by
        this Agreement to be made by the Trust Administrator have been made (or if
        any
        required payment has not been made by the Trust Administrator, specifying
        the
        nature and status thereof) and showing, for the period covered by such
        statement, the aggregate of deposits into and withdrawals from the Collection
        Account maintained by the Trust Administrator.  Copies of such
        statement shall be provided by the Trust Administrator, upon

       


      
        
          
          

        

        
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      request,
        to the Depositor, Attention:  Contract Finance and any Noteholders (or
        by the Indenture Trustee at the Trust Administrator’s expense if the Trust
        Administrator shall fail to provide such copies to the Noteholders, unless
        (i)
        the Trust Administrator shall have failed to provide the Indenture Trustee
        with
        such statement or (ii) the Indenture Trustee shall be unaware of the Trust
        Administrator’s failure to provide such statement).

       

      (b) Not
        later
        than two Business Days following each Payment Date, the Trust Administrator
        shall deliver to one Person designated by the Depositor, in a format consistent
        with other electronic loan level reporting supplied by the Master Servicer
        in
        connection with similar transactions, “loan level” information with respect to
        the Mortgage Loans as of the related Determination Date, to the extent that
        such
        information has been provided to the Master Servicer by the Servicer or by
        the
        Depositor.

       

      (c) All
        information, reports and statements prepared by the Master Servicer under
        this
        Agreement shall be based on information supplied to the Master Servicer by
        the
        Servicer without independent verification thereof and the Master Servicer
        shall
        be entitled to rely on such information.

       

      Section
        5.24. Annual
        Statement of
        Compliance with Applicable Servicing Criteria.

       

      The
        Servicer, the Indenture Trustee and each Additional Servicer shall deliver
        to
        the Depositor and the Trust Administrator on or before March 10 (with a 5
        calendar day cure period) of each year, commencing in March 200[  ],
        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 an Additional Servicer, 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 an Additional Servicer,
        in all
        material respects throughout such year or portion thereof, or, if there 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.

       

      Section
        5.25. Assessment
        of Compliance and
        Attestation Reports.

       

      (a) By
        March
        10 (with a 5 calendar day cure period) of each year, commencing in March
        200[  ], the Servicer, the Indenture Trustee and any Additional
        Servicer, each at its own expense, shall furnish, and each of the preceding
        parties, as applicable, 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 with the Relevant Servicing
        Criteria that contains (A) a statement by such party of its responsibility
        for
        assessing compliance with the Relevant Servicing Criteria, (B) a statement
        that
        such party used the Relevant Servicing Criteria to assess compliance with
        the
        Relevant Servicing Criteria, (C) 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 8.07(c), 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 (D) a statement that a registered public accounting firm has

       


      
        
          
          

        

        
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      issued
        an
        attestation report on such party’s assessment of compliance with the Relevant
        Servicing Criteria as of and for such period.

       

      (b) When
        the
        Servicer, the Indenture Trustee, or any Additional Servicer submit their
        assessments to the Trust Administrator, such parties will also at such time
        include the assessment (and attestation pursuant to Section 5.25(c)) of each
        Servicing Function Participant engaged by it and shall indicate to the Trustee
        what Relevant Servicing Criteria will be addressed in the report on assessment
        of compliance prepared by such Servicing Function
        Participant.  Promptly after receipt of each such report on assessment
        of compliance, 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 Criteria for each party as set forth on Exhibit L
        and
        notify the Depositor of any exceptions.

       

      (c) By
        March
        10 (with a 5 calendar day cure period) of each year, commencing in March
        200[  ], the Servicer, each Additional Servicer and the Indenture
        Trustee, each at its own expense, shall cause, and each of the preceding
        parties, as applicable, shall cause any Servicing Function Participant engaged
        by it to cause, each at its own expense, a registered public accounting firm
        (which may also render other services to the Servicer, the Additional Servicers
        and the Indenture Trustee, or such other Servicing Function Participants,
        as the
        case may be) and that is a member of the American Institute of Certified Public
        Accountants to furnish a 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.

       

      (d) Promptly
        after receipt of such report from the Servicer, the Additional Servicers
        and the
        Indenture Trustee, or any Servicing Function Participant engaged by such
        parties, the Trust Administrator shall confirm that each assessment submitted
        pursuant to Section 5.25(a) is coupled with an attestation meeting the
        requirements of this Section and notify the Depositor of any
        exceptions.

       

      Section
        5.26. Merger
        or
        Consolidation.  Any Person into which the Master Servicer may
        be merged or consolidated, or any Person resulting from any merger, conversion,
        other change in form or consolidation to which the Master Servicer shall
        be a
        party, or any Person succeeding to the business of the Master Servicer, shall
        be
        the successor to the Master Servicer 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 the
        successor or resulting Person to the Master Servicer shall be a Person that
        shall be qualified and approved (or that have an Affiliate that is qualified
        and
        approved) to service mortgage loans for Fannie Mae or Freddie Mac and shall
        have
        a net worth of not less than $15,000,000.

       


      
        
          
          

        

        
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      Section
        5.27. Resignation
        of Master
        Servicer.  Except as otherwise provided in Sections 5.26 and
        this Section 5.27 hereof, the Master Servicer shall not resign from the
        obligations and duties hereby imposed on it unless it or the Indenture Trustee
        determines that the Master Servicer’s duties hereunder are no longer permissible
        under applicable law or are in material conflict by reason of applicable
        law
        with any other activities carried on by it and cannot be cured.  Any
        such determination permitting the resignation of the Master Servicer shall
        be
        evidenced by an Opinion of Counsel that shall be Independent to such effect
        delivered to the Indenture Trustee.  No such resignation shall become
        effective until the Indenture Trustee shall have assumed, or a successor
        master
        servicer shall have been appointed by the Indenture Trustee and until such
        successor shall have assumed, the Master Servicer’s responsibilities and
        obligations under this Agreement.  Notice of such resignation shall be
        given promptly by the Master Servicer and the Depositor to the Indenture
        Trustee.

       

      Section
        5.28. Assignment
        or Delegation of
        Duties by the Master Servicer.  Except as expressly provided
        herein, the Master Servicer shall not assign or transfer any of its rights,
        benefits or privileges hereunder to any other Person, or delegate to or
        subcontract with, or authorize or appoint any other Person to perform any
        of the
        duties, covenants or obligations to be performed by the Master Servicer
        hereunder, unless the Indenture Trustee and the Depositor shall have consented
        to such action; provided,
        however, that the Master Servicer shall have the right without the prior
        written consent of the Indenture Trustee or the Depositor to delegate or
        assign
        to or subcontract with or authorize or appoint an Affiliate of the Master
        Servicer to perform and carry out any duties, covenants or obligations to
        be
        performed and carried out by the Master Servicer hereunder.  In no
        case, however, shall any such delegation, subcontracting or assignment to
        an
        Affiliate of the Master Servicer relieve the Master Servicer of any liability
        hereunder.  Notice of such permitted assignment shall be given
        promptly by the Master Servicer to the Depositor and the Indenture
        Trustee.  If, pursuant to any provision hereof, the duties of the
        Master Servicer are transferred to a successor master servicer, the entire
        amount of compensation payable to the Master Servicer pursuant hereto, including
        amounts payable to or permitted to be retained or withdrawn by the Master
        Servicer pursuant to Section 5.21 hereof, shall thereafter be payable to
        such
        successor master servicer.

       

      Section
        5.29. Limitation
        on Liability of
        the Master Servicer and Others.

       

      (a) The
        Master Servicer undertakes to perform such duties and only such duties as
        are
        specifically set forth in this Agreement.

       

      (b) No
        provision of this Agreement shall be construed to relieve the Master Servicer
        from liability for its own negligent action, its own negligent failure to
        act or
        its own willful misconduct; provided, however, that the
        duties and obligations of the Master Servicer shall be determined solely
        by the
        express provisions of this Agreement, the Master Servicer 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 Master Servicer and, in absence of bad faith
        on
        the part of the Master Servicer, the Master Servicer 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 the Master Servicer
        and
        conforming to the requirements of this Agreement.

       


      
        
          
          

        

        
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      (c) Neither
        the Master Servicer nor any of the directors, officers, employees or agents
        of
        the Master Servicer shall be under any liability to the Indenture Trustee
        or the
        Noteholders 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 Master Servicer or any such person against
        any
        liability that would otherwise be imposed by reason of willful misfeasance,
        fraud, bad faith or negligence in its performance of its duties or by reason
        of
        reckless disregard for its obligations and duties under this
        Agreement.  The Master Servicer and any director, officer, employee or
        agent of the Master Servicer shall be entitled to indemnification by the
        Trust
        Estate and will be held harmless against any loss, liability or expense incurred
        in connection with any legal action relating to this Agreement or the Notes
        other than any loss, liability or expense incurred by reason of willful
        misfeasance, bad faith or negligence in the performance of his or its duties
        hereunder or by reason of reckless disregard of his or its obligations and
        duties hereunder.  The Master Servicer and any director, officer,
        employee or agent of the Master Servicer 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 Master Servicer shall be under no
        obligation to appear in, prosecute or defend any legal action that is not
        incidental to its duties to master service the Mortgage Loans in accordance
        with
        this Agreement and that in its opinion may involve it in any expenses or
        liability; provided, however,
that the Master
        Servicer may in its sole discretion undertake any such
        action that it may deem necessary or desirable in respect to this Agreement
        and
        the rights and duties of the parties hereto and the interests of the Noteholders
        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 Issuing Entity and the Master Servicer shall be entitled to be reimbursed
        therefor out of the Collection Account it maintains as provided by Section
        5.08.

       

      Section
        5.30. Indemnification;
        Third-Party
        Claims.  The Master Servicer agrees to indemnify the Depositor,
        the Issuing Entity and the Indenture Trustee, the Owner Trustee, the Swap
        Counterparty, and the Servicer and hold them harmless against any and all
        claims, losses, penalties, fines, forfeitures, legal fees and related costs,
        judgments, and any other costs, liability, fees and expenses that the Depositor,
        the Issuing Entity, the Indenture Trustee, the Owner Trustee, the Swap
        Counterparty, or the Servicer may sustain as a result of the failure of the
        Master Servicer to perform its duties and master service the Mortgage Loans
        in
        compliance with the terms of this Agreement.  The Depositor, the
        Issuing Entity, the Indenture Trustee, the Owner Trustee, and the Servicer
        shall
        immediately notify the Master Servicer if a claim is made by a third party
        with
        respect to this Agreement, the Mortgage Loans entitling the Depositor, the
        Issuing Entity, the Indenture Trustee, the Owner Trustee, or the Servicer
        to
        indemnification under this Section 5.30, whereupon the Master Servicer shall
        assume the defense of any such claim and pay all expenses in connection
        therewith, including counsel fees, and promptly pay, discharge and satisfy
        any
        judgment or decree which may be entered against it or them in respect of
        such
        claim.

       

      Section
        5.31. Alternative
        Index.  In the event that the Index for any Mortgage Loan, as
        specified in the related Mortgage Note, becomes unavailable for any reason,
        the
        Master Servicer shall select an alternative index in accordance with the
        terms
        of such Mortgage Note or, if such Mortgage Note does not make provision for
        the
        selection of an alternative index in such event, the Master Servicer shall,
        subject to applicable law, select an alternative index based on

       


      
        
          
          

        

        
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      information
        comparable to that used in connection with the original Index and, in either
        case, such alternative index shall thereafter be the Index for such Mortgage
        Loan.

       

      Section
        5.32. Transfer
        of
        Servicing.  The Servicer agrees that it shall provide written
        notice to the Master Servicer and the Indenture Trustee and the Swap
        Counterparty thirty days prior to any proposed transfer or assignment by
        the
        Servicer of the servicing of the Mortgage Loans.  In addition, the
        ability of the Servicer to transfer or assign the servicing hereunder to
        a
        successor servicer shall be subject to the following conditions:

       

      (i) receipt
        of written consent of the Master Servicer and Indenture Trustee to such
        transfer;

       

      (ii) Such
        successor servicer must be qualified to service loans for FNMA or FHLMC,
        and
        must be a member in good standing of MERS;

       

      (iii) Such
        successor servicer must satisfy the servicer eligibility standards set forth
        in
        Section 4.06(d);

       

      (iv) Such
        successor servicer must execute and deliver to the Indenture Trustee an
        agreement, in form and substance reasonably satisfactory to the Indenture
        Trustee, that contains an assumption by such successor servicer of the due
        and
        punctual performance and observance of each covenant and condition to be
        performed and observed by the Servicer;

       

      (v) If
        the
        successor servicer is not a Servicer of Mortgage Loans at the time of the
        transfer, there must be delivered to the Indenture Trustee a letter from
        each
        Rating Agency to the effect that such transfer of servicing will not result
        in a
        qualification, withdrawal or downgrade of the then-current rating of any
        of the
        Notes; and

       

      (vi) The
        Servicer shall, at its cost and expense, take such steps, or cause the
        terminated Servicer to take such steps, as may be necessary or appropriate
        to
        effectuate and evidence the transfer of the servicing of the Mortgage Loans
        to
        such successor servicer, including, but not limited to, the
        following:  (A) to the extent required by the terms of the Mortgage
        Loans and by applicable federal and state laws and regulations, the Seller
        shall
        cause the prior Servicer to timely mail to each obligor under a Mortgage
        Loan
        any required notices or disclosures describing the transfer of servicing
        of the
        Mortgage Loans to the successor servicer; (B) prior to the effective date
        of
        such transfer of servicing, the Seller shall cause the prior Servicer to
        transmit to any related insurer notification of such transfer of servicing;
        (C)
        on or prior to the effective date of such transfer of servicing, the Seller
        shall cause the prior Servicer to deliver to the successor servicer all Mortgage
        Loan Documents and any related records or materials; (D) on or prior to the
        effective date of such transfer of servicing, the Seller shall cause the
        prior
        Servicer to transfer to the successor servicer, or, if such transfer occurs
        after a Servicer Remittance Date but before the next succeeding Payment Date,
        to
        the Indenture Trustee, all funds held by the prior Servicer in respect of
        the
        Mortgage Loans; (E) on or prior to the effective date of such transfer of
        servicing, the Seller shall cause the prior Servicer to, after the effective
        date of the transfer of servicing to the successor servicer, continue to
        forward
        to such successor servicer, within one Business Day of receipt, the amount
        of
        any payments or other recoveries received by the prior Servicer, and to notify
        the successor servicer of the source and proper

       


      
        
          
          

        

        
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      application
        of each such payment or recovery; and (F) the Seller shall cause the prior
        Servicer to, after the effective date of transfer of servicing to the successor
        servicer, continue to cooperate with the successor servicer to facilitate
        such
        transfer in such manner and to such extent as the successor servicer may
        reasonably request.  Notwithstanding the foregoing, the prior Servicer
        shall be obligated to perform the items listed above to the extent provided
        in
        the applicable Servicing Agreement.

       

      ARTICLE
        VI   

       

      DEPOSITS
        AND PAYMENTS TO HOLDERS

       

      Section
        6.01. The
        Collection
        Account.

       

      (a) The
        Trust
        Administrator shall establish and maintain in the name of the Securities
        Intermediary the Collection Account as provided in Section 5.07, which account
        shall be pledged to the Indenture Trustee for the benefit of the Noteholders
        and
        the Swap Counterparty.

       

      (b) 
        The
        Trust Administrator shall make withdrawals from the Collection Account only
        for
        the purposes set forth in Section 5.08.

       

      Section
        6.02. Payments
        from the Collection
        Account.

       

      (a) On
        each
        Payment Date, the Indenture Trustee (or the Paying Agent on behalf of the
        Indenture Trustee) shall withdraw from the Collection Account the Total
        Remittance Amount (to the extent such amount is on deposit in the Collection
        Account) and shall pay such amount as specified in this Section.  All
        allocations and payments made between and with respect to Group 1 and Group
        2 in
        this Section shall be made concurrently.

       

      (b) 
        On each
        Payment Date, the Indenture Trustee (or the Paying Agent on behalf of the
        Indenture Trustee) shall pay the Interest Funds for Group 1 for such date
        in the
        following order of priority in accordance with the report of the Trust
        Administrator:

       

      (i) to
        the
        Swap Counterparty, to the extent not previously paid from the Collection
        Account, the Group 1 Percentage of any Net Swap Payment for such Payment
        Date
        and swap termination amounts payable to the Swap Counterparty in the event
        that
        the Trust is a defaulting party or an affected party under the terms of the
        Swap
        Agreement;

       

      (ii)  to
        the Class 1-A Notes,
        Current Interest thereon for such Payment Date;

       

      (iii) pro
        rata, to the Class 2-A1
        Notes, the Class 2-A2 Notes and the Class 2-A3 Notes, Current Interest thereon
        (after giving effect to the payment of the Interest Funds for Group 2) for
        such
        Payment Date; and

       

      (iv) for
        application  pursuant to clause (d) below, any Interest Funds for
        Group 1 remaining undistributed for such Payment Date.

       


      
        
          
          

        

        
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      (c) 
        On each
        Payment Date, the Indenture Trustee (or the Paying Agent on behalf of the
        Indenture Trustee) shall pay the Interest Funds for Group 2 for such date
        in the
        following order of priority in accordance with the report of the Trust
        Administrator:

       

      (i) to
        the
        Swap Counterparty, to the extent not previously paid from the Collection
        Account, the Group 2 Percentage of any Net Swap Payment for such Payment
        Date
        and swap termination amounts payable to the Swap Counterparty in the event
        that
        the Trust is a defaulting party or an affected party under the terms of the
        Swap
        Agreement;

       

      (ii) pro
        rata, to Class 2-A1
        Notes, Class 2-A2 Notes and Class 2-A3 Notes, Current Interest thereon for
        such
        Payment Date;

       

      (iii)  to
        the Class 1-A
        Notes,  Current Interest thereon (after giving effect to the payment
        of the Interest Funds for Group 1) for such Payment Date; and

       

      (iv) for
        application  pursuant to clause (d) below, any Interest Funds for
        Group 2 remaining  undistributed for such Payment Date.

       

      (d) 
        On each
        Payment Date, the Indenture Trustee (or the Paying Agent on behalf of the
        Indenture Trustee) shall pay the aggregate of any remaining Interest Funds
        for
        Group 1 and Group 2 from Section 6.02(b)(iv) and Section 6.02(c)(iv),
        respectively, for such Payment Date in the following order of priority in
        accordance with the report of the Trust Administrator:

       

      (i) to
        the
        Class M1 Notes, Current Interest for such Class for such Payment
        Date;

       

      (ii) to
        the
        Class M2 Notes, Current Interest for such Class for such Payment
        Date;

       

      (iii) to
        the
        Class M3 Notes, Current Interest for such Class for such Payment
        Date;

       

      (iv) to
        the
        Class M4 Notes, Current Interest for such Class for such Payment
        Date;

       

      (v) to
        the
        Class M5 Notes, Current Interest for such Class for such Payment
        Date;

       

      (vi) to
        the
        Class M6 Notes, Current Interest for such Class for such Payment
        Date;

       

      (vii) to
        the
        Class M7 Notes, Current Interest for such Class for such Payment
        Date;

       

      (viii) to
        the
        Indenture Trustee, the Owner Trustee, the Master Servicer, the Trust
        Administrator, and the Servicer, previously unreimbursed extraordinary costs,
        liabilities and expenses to the extent provided in this Agreement;
        and

       


      
        
          
          

        

        
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      (ix) for
        application as part of Monthly Excess Cashflow for such Payment Date, as
        provided in subsection (f) of this Section any Interest Funds for Group 1
        and
        Group 2 remaining undistributed for such Payment Date.

       

      (e) On
        each
        Payment Date, the Indenture Trustee (or the Paying Agent on behalf of the
        Indenture Trustee) shall pay the Principal Funds for such date in accordance
        with the report of the Trust Administrator as follows:

       

      (i) On
        each
        Payment Date (a) prior to the Stepdown Date or (b) with respect to which
        a
        Trigger Event is in effect, the Indenture Trustee (or the Paying Agent on
        behalf
        of the Indenture Trustee) shall make the following payments to the extent
        of
        funds then in the Collection Account available therefor,
        concurrently:

       

      (1) For
        Group 1:  The
        Principal Payment Amount for Group 1 will be paid in the following order
        of
        priority:

       

      (A) to
        the
        Swap Counterparty, to the extent not previously paid from the Collection
        Account, the Group 1 Percentage of swap termination amounts payable to the
        Swap
        Counterparty in the event that the Trust is a defaulting party or an affected
        party under the terms of the Swap Agreement;

       

      (B) 
        to the
        Class 1-A Notes, until the Class Principal Amount of such Class has been
        reduced
        to zero;

       

      (C) sequentially,
        to the Class 2-A1, Class 2-A2 and Class 2-A3 Notes, in that order, after
        giving
        effect to payments pursuant to subsection 6.02(e)(i)(2)(B), until the Class
        Principal Amount of each such Class has been reduced to zero; provided that if on any
        Payment Date the Total Principal Deficiency Amount exceeds the aggregate
        of the
        Class Principal Amounts of the Class M Notes, all payments pursuant to this
        clause shall be made concurrently, on a pro rata basis, to the Class
        2-A1 Notes, the Class 2-A2 Notes and the Class 2-A3 Notes;

       

      (D) to
        the
        Class M1 Notes, until the Class Principal Amount of such Class has been reduced
        to zero;

       

      (E) to
        the
        Class M2 Notes, until the Class Principal Amount of such Class has been reduced
        to zero;

       

      (F) to
        the
        Class M3 Notes, until the Class Principal Amount of such Class has been reduced
        to zero;

       

      (G) to
        the
        Class M4 Notes, until the Class Principal Amount of such Class has been reduced
        to zero;

       

      (H) to
        the
        Class M5 Notes, until the Class Principal Amount of such Class has been reduced
        to zero;

       


      
        
          
          

        

        
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      (I) to
        the
        Class M6 Notes, until the Class Principal Amount of such Class has been reduced
        to zero;

       

      (J) to
        the
        Class M7 Notes, until the Class Principal Amount of such Class has been reduced
        to zero;

       

      (K) to
        the
        Swap Counterparty, to the extent not previously paid, the Group 1 Percentage
        of
        swap termination amounts payable to the Swap Counterparty in the event that
        the
        Swap Counterparty is a defaulting party or the sole affected party under
        the
        terms of the Swap Agreement; and

       

      (L) for
        application as part of Monthly Excess Cashflow for such Payment Date, as
        provided for in subsection (f) of this Section, any such Principal Payment
        Amount for Group 1 remaining after application pursuant to clauses (A) through
        (K) above.

       

      (2) For
        Group 2:  The
        Principal Payment Amount for Group 2 will be paid in the following order
        of
        priority:

       

      (A) to
        the
        Swap Counterparty, to the extent not previously paid from the Collection
        Account, the Group 2 Percentage of swap termination amounts payable to the
        Swap
        Counterparty in the event that the Trust is a defaulting party or an affected
        party under the terms of the Swap Agreement;

       

      (B) 
        sequentially, to the Class 2-A1, Class 2-A2 and Class 2-A3 Notes, until the
        Class Principal Amount of each such Class has been reduced to zero; provided that if on any
        Payment Date the Total Principal Deficiency Amount exceeds the aggregate
        of the
        Class Principal Amounts of the Class M Notes, all payments pursuant to this
        clause shall be made concurrently, on a pro rata basis, to the Class
        2-A1 Notes, the Class 2-A2 Notes and the Class 2-A3 Notes;

       

      (C) to
        the
        Class 1-A Notes, after giving effect to payments pursuant to subsection
        6.02(e)(i)(1)(B), until the Class Principal Amount of such Classes has been
        reduced zero;

       

      (D) to
        the
        Class M1 Notes, until the Class Principal Amount of such Class has been reduced
        to zero;

       

      (E) to
        the
        Class M2 Notes, until the Class Principal Amount of such Class has been reduced
        to zero;

       

      (F) to
        the
        Class M3 Notes, until the Class Principal Amount of such Class has been reduced
        to zero;

       

      (G) to
        the
        Class M4 Notes, until the Class Principal Amount of such Class has been reduced
        to zero;

       


      
        
          
          

        

        
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      (H) to
        the
        Class M5 Notes, until the Class Principal Amount of such Class has been reduced
        to zero;

       

      (I) to
        the
        Class M6 Notes, until the Class Principal Amount of such Class has been reduced
        to zero;

       

      (J) to
        the
        Class M7 Notes, until the Class Principal Amount of such Class has been reduced
        to zero;

       

      (K) to
        the
        Swap Counterparty, to the extent not previously paid, the Group 2 Percentage
        of
        swap termination amounts payable to the Swap Counterparty in the event that
        the
        Swap Counterparty is a defaulting party or the sole affected party under
        the
        terms of the Swap Agreement; and

       

      (L) for
        application as part of Monthly Excess Cashflow for such Payment Date, as
        provided for in subsection (f) of this Section, any such Principal Payment
        Amount for Group 2 remaining after application pursuant to clauses (A) through
        (K) above.

       

      (ii) On
        each
        Payment Date (a) on or after the Stepdown Date and (b) with respect to which
        a
        Trigger Event is not in effect, the Indenture Trustee (or the Paying Agent
        on
        behalf of the Indenture Trustee) shall pay the Principal Payment Amount for
        such
        date in the following order of priority:

       

      (1) to
        the
        Swap Counterparty, to the extent not previously paid from the Collection
        Account, swap termination amounts payable to the Swap Counterparty in the
        event
        that the Trust is a defaulting party or an affected party under the terms
        of the
        Swap Agreement;

       

      (2)  to
        the Class 1-A Notes (from amounts in Group 1 except as provided below) and,
        sequentially, to the Class 2-A1, Class 2-A2 and Class 2-A3 Notes (from amounts
        in Group 2 except as provided below), in that order, in each case, an amount
        equal to the lesser of (x) the Principal Payment Amount for the related Mortgage
        Group for such Payment Date and (y) the Related Senior Principal Payment
        Amount
        for such Mortgage Group for such Payment Date, in each case until the Class
        Principal Amount of each such Class or Classes has been reduced to zero;
provided, however, to the
        extent that the Principal Payment Amount for a Mortgage Group exceeds the
        Related Senior Principal Payment Amount for such Mortgage Group, such excess
        shall be applied to the Class or Classes of Senior Notes of the other Mortgage
        Group (with respect to the Class 1-A Notes, pro rata, and with respect
        to
        the Class 2-A1, Class 2-A2 and Class 2-A3 Notes, sequentially, in that order),
        but in an amount not to exceed the Senior Principal Payment Amount for such
        Payment Date (as reduced by any payments pursuant to subclauses (x) and (y)
        of this Subsection (2)(a) on such Payment Date; provided that if on any
        Payment Date the Total Principal Deficiency Amount exceeds the aggregate
        of the
        Class Principal Amounts of the Class M Notes, to the Class 1-A Notes (from
        amounts in Group 1) and to the Class 2-A1, Class 2-A2

       


      
        
          
          

        

        
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      and
        Class
        2-A3 Notes (from amounts in Group 2), pro rata, the Principal
        Payment Amount for the related Mortgage Group for such Payment
        Date;

       

      (3) to
        the
        Class M1 Notes, an amount equal to the lesser of (x) the excess of (a) the
        aggregate Principal Payment Amounts for each of Group 1 and Group 2 for such
        Payment Date over (b) the amount paid to the Senior Notes on such Payment
        Date
        pursuant to clause (2) above, and (y) the M1 Principal Payment Amount for
        such
        Payment Date, until the Class Principal Amount of such Class has been reduced
        to
        zero;

       

      (4) to
        the
        Class M2 Notes, an amount equal to the lesser of (x) the excess of (a) the
        aggregate Principal Payment Amounts for each of Group 1 and Group 2 for such
        Payment Date over (b) the amount paid to the Senior Notes and the Class M1
        Notes
        on such Payment Date pursuant to clauses (2) and (3) above, respectively,
        and
        (y) the M2 Principal Payment Amount for such Payment Date, until the Class
        Principal Amount of such Class has been reduced to zero;

       

      (5) to
        the
        Class M3 Notes, an amount equal to the lesser of (x) the excess of (a) the
        aggregate Principal Payment Amounts for each of Group 1 and Group 2 for such
        Payment Date over (b) the amount paid to the Senior Notes and the Class M1
        and
        Class M2 Notes on such Payment Date pursuant to clauses (2), (3) and (4)
        above,
        respectively, and (y) the M3 Principal Payment Amount for such Payment Date,
        until the Class Principal Amount of such Class has been reduced to
        zero;

       

      (6) to
        the
        Class M4 Notes, an amount equal to the lesser of (x) the excess of (a) the
        aggregate Principal Payment Amounts for each of Group 1 and Group 2 for such
        Payment Date over (b) the amount paid to the Senior Notes and the Class M1,
        Class M2 and Class M3 Notes on such Payment Date pursuant to clauses (2),
        (3),
        (4) and (5) above,
        respectively, and (y) the M4 Principal Payment Amount for such Payment Date,
        until the Class Principal Amount of each such Class has been reduced to
        zero;

       

      (7) to
        the
        Class M5 Notes, an amount equal to the lesser of (x) the excess of (a) the
        aggregate Principal Payment Amounts for each of Group 1 and Group 2 for such
        Payment Date over (b) the amount paid to the Senior Notes and the Class M1,
        Class M2, Class M3 and Class M4 Notes on such Payment Date pursuant to clauses
        (2), (3), (4), (5)
and
        (6) above,
        respectively, and (y) the M5 Principal Payment Amount for such Payment Date,
        until the Class Principal Amount of each such Class has been reduced to
        zero;

       

      (8) to
        the
        Class M6 Notes, an amount equal to the lesser of (x) the excess of (a) the
        aggregate Principal Payment Amounts for each of Group 1 and Group 2 for such
        Payment Date over (b) the amount paid to the Senior Notes and the Class M1,
        Class M2, Class M3, Class M4 and Class M5 Notes on such Payment Date pursuant
        to
        clauses (2), (3), (4), (5), (6) and (7) above, respectively,

       


      
        
          
          

        

        
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      and
        (y)
        the M6 Principal Payment Amount for such Payment Date, until the Class Principal
        Amount of each such Class has been reduced to zero;

       

      (9) to
        the
        Class M7 Notes, an amount equal to the lesser of (x) the excess of (a) the
        aggregate Principal Payment Amounts for each of Group 1 and Group 2 for such
        Payment Date over (b) the amount paid to the Senior Notes and the Class M1,
        Class M2, Class M3, Class M4, Class M5 and Class M6 Notes on such Payment
        Date
        pursuant to clauses (2), (3), (4), (5), (6), (7) and (8) above,
        respectively, and (y) the M7 Principal Payment Amount for such Payment Date,
        until the Class Principal Amount of each such Class has been reduced to zero;
        and

       

      (10) to
        the
        Swap Counterparty, to the extent not previously paid, swap termination amounts
        payable to the Swap Counterparty in the event that the Swap Counterparty
        is a
        defaulting party or the sole affected party under the terms of the Swap
        Agreement; and

       

      (11) for
        application as part of Monthly Excess Cashflow for such Payment Date, as
        provided in subsection (e) of this Section, any Principal Payment Amount
        remaining after application pursuant to clauses (1) through (10)
        above.

       

      (f) 
        On each
        Payment Date, the Indenture Trustee (or the Paying Agent on behalf of the
        Indenture Trustee) shall pay the Monthly Excess Cashflow for such date in
        accordance with the report of the Trust Administrator as follows:

       

      (i) 
        for each
        Payment Date occurring (a) before the Stepdown Date or (b) on or after the
        Stepdown Date but for which a Trigger Event is in effect:

       

      (a)           
        up to the Overcollateralization Deficiency Amount for such Payment Date,
        in the
        following order of priority:

       

      i. concurrently,
        in proportion to the aggregate Class Principal Amounts of each Class of
        Senior  Notes, after giving effect to previous principal payments on
        such Payment Date pursuant to subsections 6.02(e)(i)(1) and 6.02(e)(i)(2),
        to
        the Class 1-A, Class 2-A1, Class 2-A2  and Class 2-A3 Notes (with
        respect to the Class 2-A1, Class 2-A2 and Class 2-A3 Notes, to be paid
        sequentially, in that order; provided that if on any
        Payment Date the Total Principal Deficiency Amount exceeds the aggregate
        Class
        Principal Amounts of the Class M Notes, all payments pursuant to this clause
        will be made concurrently, on a pro rata basis, to the
        Class
        2-A1 Notes, the Class 2-A2 Notes and the Class 2-A3 Notes), until the Class
        Principal Amount of each such Class has been reduced to zero;

       

      ii. to
        the
        Class M1 Notes, in reduction of their Class Principal Amount, until the Class
        Principal Amount of such Class has been reduced to zero;

       


      
        
          
          

        

        
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      iii. to
        the
        Class M2 Notes, in reduction of their Class Principal Amount, until the Class
        Principal Amount of such Class has been reduced to zero;

       

      iv. to
        the
        Class M3 Notes, in reduction of their Class Principal Amount, until the Class
        Principal Amount of such Class has been reduced to zero;

       

      v. to
        the
        Class M4 Notes, in reduction of their Class Principal Amount, until the Class
        Principal Amount of such Class has been reduced to zero;

       

      vi. to
        the
        Class M5 Notes, in reduction of their Class Principal Amount, until the Class
        Principal Amount of such Class has been reduced to zero;

       

      vii. to
        the
        Class M6 Notes, in reduction of their Class Principal Amount, until the Class
        Principal Amount of such Class has been reduced to zero; and

       

      viii. to
        the
        Class M7 Notes, in reduction of their Class Principal Amount, until the Class
        Principal Amount of such Class has been reduced to zero;

       

      (b)           
        to the extent of any Available Funds Shortfall, to the payment of such amounts
        to the Notes, in the order of priority of the Classes of Notes as set forth
        immediately above in proportion and with respect to the Senior Notes to their
        amount of unpaid Available Funds Shortfalls, until each such Class has received
        in full all amounts of any Available Funds Shortfall.

       

      (c)           
        to the Swap Counterparty, to the extent not previously paid, swap termination
        amounts payable to the Swap Counterparty in the event that the Swap Counterparty
        is a defaulting party or the sole affected party under the terms of the Swap
        Agreement;

       

      (d)           
        sequentially, to the Class M1 Notes, Class M2 Notes, Class M3 Notes, Class
        M4
        Notes, Class M5 Notes, Class M6 Notes and Class M7 Notes in that order, Deferred
        Interest, if any, for such Class, until each such Class has received in full
        its
        Deferred Interest; and

       

      (e)           
        to the Ownership Certificate, any amount remaining on such date after
        application pursuant to clauses (a) through (d) above; or

       

      (ii) for
        each
        Payment Date occurring on or after the Stepdown Date and for which a Trigger
        Event is not in effect, the Indenture Trustee (or the Paying Agent on behalf
        of
        the Indenture Trustee) shall pay, in accordance with the report of the Trust
        Administrator, in the following order of priority:

       


      
        
          
          

        

        
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      (a)           
        concurrently, in proportion to the aggregate Class Principal Amounts of each
        Class of Senior Notes, after giving effect to previous principal payments
        on
        such Payment Date pursuant to subsections 6.02(d)(ii)(1) and 6.02(d)(ii)(2),
        to
        the Class 1-A, Class 2-A1, Class 2-A2 and Class 2-A3 Notes(with respect to
        the
        Class 2-A1, Class 2-A2 and Class 2-A3 Notes, to be paid sequentially, in
        that
        order; provided that if
        on any Payment Date the Total Principal Deficiency Amount exceeds the aggregate
        Class Principal Amounts of the Class M Notes, all payments pursuant to this
        clause will be made concurrently, on a pro rata basis, to the
        Class
        2-A1 Notes, the Class 2-A2 Notes and the Class 2-A3 Notes),  until the
        aggregate Class Principal Amount of each such Class, after giving effect
        to
        payments on such Payment Date, equals the Senior Target Amount;

      (b)           
        to the Class M1 Notes, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Class 1-A, Class 2-A1, Class 2-A2,
        Class
        2-A3 and Class M1 Notes, after giving effect to payments on such Payment
        Date,
        equals the M1 Target Amount;

       

      (c)           
        to the Class M2 Notes, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Class 1-A, Class 2-A1, Class 2-A2,
        Class
        2-A3, Class M1 and Class M2 Notes, after giving effect to payments on such
        Payment Date, equals the M2 Target Amount;

       

      (d)           
        to the Class M3 Notes, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Class 1-A, Class 2-A1, Class 2-A2,
        Class
        2-A3, Class M1, Class M2 and Class M3 Notes, after giving effect to payments
        on
        such Payment Date, equals the M3 Target Amount;

       

      (e)           
        to the Class M4 Notes, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Class 1-A, Class 2-A1, Class 2-A2,
        Class
        2-A3, Class M1, Class M2, Class M3 and Class M4 Notes, after giving effect
        to
        payments on such Payment Date, equals the M4 Target Amount;

       

      (f)           
        to the Class M5 Notes, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Class 1-A, Class 2-A1, Class 2-A2,
        Class
        2-A3, Class M1, Class M2, Class M3, Class M4 and Class M5 Notes, after giving
        effect to payments on such Payment Date, equals the M5 Target
        Amount;

       

      (g)           
        to the Class M6 Notes, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Class 1-A, Class 2-A1, Class 2-A2,
        Class
        2-A3, Class M1, Class M2, Class M3, Class M4, Class M5 and Class M6 Notes,
        after
        giving effect to payments on such Payment Date, equals the M6 Target
        Amount;

       


      
        
          
          

        

        
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      (h)           
        to the Class M7 Notes, in reduction of their Class Principal Amount, until
        the
        aggregate Class Principal Amount of the Class 1-A, Class 2-A1, Class 2-A2,
        Class
        2-A3, Class M1, Class M2, Class M3, Class M4, Class M5, Class M6 and Class
        M7
        Notes, after giving effect to payments on such Payment Date, equals the M7
        Target Amount;

       

      (o)           
        to the extent of any Available Funds Shortfall, to the payment of such amounts
        to the Notes, in the order of priority of the Classes of Notes as set forth
        immediately above, and with respect to the Senior Notes, in proportion to
        their
        amount of unpaid Available Funds Shortfalls, until each such Class has received
        in full all amounts of any Available Funds Shortfall;

       

      (p)           
        to the Swap Counterparty, to the extent not previously paid, swap termination
        amounts payable to the Swap Counterparty in the event that the Swap Counterparty
        is a defaulting party or the sole affected party under the terms of the Swap
        Agreement under the Swap Agreement;

       

      (q)           
        sequentially, to the Class M1 Notes, Class M2 Notes, Class M3 Notes, Class
        M4
        Notes, Class M5 Notes, Class M6 Notes and Class M7 Notes, in that order,
        Deferred Interest, if any, for such Class, until each such Class has received
        in
        full its Deferred Interest; and

       

      (r)           
        to the Ownership Certificate, any amount remaining on such date after
        application pursuant to clauses (a) through (q) above.

       

      On
        the
        Redemption Date, the Indenture Trustee (or the Paying Agent on behalf of
        the
        Indenture Trustee) shall distribute to each Class of Notes the related
        Redemption Price therefor, as set forth in the Indenture.

       

      Section
        6.03. Net
        Swap Payments and Net
        Swap Receipts.

       

      (a) Any
        Net
        Swap Receipts shall be deposited by the Swap Counterparty into the Basis
        Risk
        Reserve Account in accordance with the terms of the Swap
        Agreement.  On any Payment Date for which there are funds on deposit
        in the Basis Risk Reserve Account, the Indenture Trustee (or the Paying Agent
        on
        behalf of the Indenture Trustee) shall withdraw such amounts from the Basis
        Risk
        Reserve Account and deposit such amounts in the Collection Account, and from
        the
        Collection Account shall apply the Group 1 Percentage of such Net Swap Receipt
        as Interest Funds for Group 1 and shall make payments specified in the order
        and
        priority described in Section 6.02 above.

       

      (b) Any
        Net
        Swap Receipts shall be deposited by the Swap Counterparty into the Basis
        Risk
        Reserve Account in accordance with the terms of the Swap
        Agreement.  On any Payment Date for which there are funds on deposit
        in the Basis Risk Reserve Account,  the Indenture Trustee (or the
        Paying Agent on behalf of the Indenture Trustee) shall deposit such amounts
        in
        the Collection Account, and from the Collection Account,  shall apply
        the Group 2 Percentage of such Net Swap Receipt as Interest Funds for Group
        2
        and shall make payments specified in the order and priority described in
        Section
        6.02 above.

       


      
        
          
          

        

        
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      Section
        6.04. 
        Control
        of the Trust Account and Deferred Interest.

       

      (a) The
        Depositor, the Issuing Entity and the Indenture Trustee hereby
        appoint  the Trust Administrator as Securities Intermediary with
        respect to the Trust Account, and the Issuing Entity has, pursuant to the
        Indenture, granted to the Indenture Trustee, for the benefit of the Noteholders
        and the Swap Counterparty, a security interest to secure all amounts due
        Noteholders and the Swap Counterparty hereunder in and to the Trust Account
        and
        the Security Entitlements to all Financial Assets credited to the Trust Account,
        including without limitation all amounts, securities, investments, Financial
        Assets, investment property and other property from time to time deposited
        in or
        credited to the Trust Account and all proceeds thereof.  Amounts held
        from time to time in the Trust Account will continue to be held by the
        Securities Intermediary for the benefit of the Indenture Trustee, as collateral
        agent, for the benefit of the Noteholders and the Swap
        Counterparty.  Upon the termination of the Issuing Entity or the
        discharge of the Indenture, the Indenture Trustee shall inform the Securities
        Intermediary and the Swap Counterparty of such termination.  By
        acceptance of their Notes or interests therein, the Noteholders shall be
        deemed
        to have appointed the Trust Administrator as Securities
        Intermediary.  The Trust Administrator hereby accepts such appointment
        as Securities Intermediary.

       

      (b) With
        respect to the Trust Account Property credited to the Trust Account, the
        Securities Intermediary agrees that:

       

      (i) with
        respect to any Trust Account Property that is held in deposit accounts, each
        such deposit account shall be subject to the exclusive custody and control
        of
        the Securities Intermediary, and the Securities Intermediary shall have sole
        signature authority with respect thereto;

       

      (ii) the
        sole
        assets permitted in the Trust Account shall be those as the Securities
        Intermediary agrees to treat as Financial Assets; and

       

      (iii) any
        such
        Trust Account Property that is, or is treated as, a Financial Asset shall
        be
        physically delivered (accompanied by any required endorsements) to, or credited
        to an account in the name of, the Securities Intermediary or other eligible
        institution maintaining the Trust Account in accordance with the Securities
        Intermediary’s customary procedures such that the Securities Intermediary or
        such other institution establishes a Security Entitlement in favor of the
        Indenture Trustee with respect thereto over which the Securities Intermediary
        or
        such other institution has Control;

       

      (c) The
        Securities Intermediary hereby confirms that (A) the Trust Account is an
        account
        to which Financial Assets are or may be credited, and the Securities
        Intermediary shall, subject to the terms of this Agreement, treat the Indenture
        Trustee, as collateral agent, as entitled to exercise the rights that comprise
        any Financial Asset credited to the Trust Account, (B) all Trust Account
        Property in respect of the Trust Account will be promptly credited by the
        Securities Intermediary to such account, and (C) all securities or other
        property underlying any Financial Assets credited to the Trust Account shall
        be
        registered in the name of the Securities Intermediary, endorsed to the
        Securities Intermediary or in blank or credited to another securities account
        maintained in the name of the Securities Intermediary and in no case will
        any
        Financial

       


      
        
          
          

        

        
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      Asset
        credited to the Trust Account be registered in the name of the Depositor
        or the
        Issuing Entity, payable to the order of the Depositor or the Issuing Entity
        or
        specially endorsed to the Depositor or the Issuing Entity, except to the
        extent
        the foregoing have been specially endorsed to the Securities Intermediary
        or in
        blank;

       

      (d) The
        Securities Intermediary hereby agrees that each item of property (whether
        investment property, Financial Asset, security, instrument or cash) credited
        to
        the Trust Account shall be treated as a Financial Asset;

       

      (e) If
        at any
        time the Securities Intermediary shall receive an Entitlement Order from
        the
        Indenture Trustee directing transfer or redemption of any Financial Asset
        relating to the Trust Account, the Securities Intermediary shall comply with
        such Entitlement Order without further consent by the Depositor, the Issuing
        Entity or any other Person.  If at any time the Indenture Trustee or
        the Trust Administrator notifies the Securities Intermediary in writing that
        the
        Issuing Entity has been terminated or the Indenture discharged in accordance
        herewith and with the Trust Agreement or the Indenture, as applicable, and
        the
        security interest granted pursuant to the Indenture has been released, then
        thereafter if the Securities Intermediary shall receive any order from the
        Depositor or the Issuing Entity directing transfer or redemption of any
        Financial Asset relating to the Trust Account, the Securities Intermediary
        shall
        comply with such Entitlement Order without further consent by the Indenture
        Trustee or any other Person;

       

      (f) In
        the
        event that the Securities Intermediary has or subsequently obtains by agreement,
        operation of law or otherwise a security interest in the Trust Account or
        any
        Financial Asset credited thereto, the Securities Intermediary hereby agrees
        that
        such security interest shall be subordinate to the security interest of the
        Indenture Trustee.  The Financial Assets credited to the Trust Account
        will not be subject to deduction, set-off, banker’s lien, or any other right in
        favor of any Person other than the Indenture Trustee (except that the Securities
        Intermediary may set-off (i) all amounts due to it in respect of its customary
        fees and expenses for the routine maintenance and operation of the Trust
        Account
        and (ii) the face amount of any checks which have been credited to the Trust
        Account but are subsequently returned unpaid because of uncollected or
        insufficient funds);

       

      (g) There
        are
        no other agreements entered into between the Securities Intermediary in such
        capacity and the Depositor or the Issuing Entity with respect to the Trust
        Account.  In the event of any conflict between this Agreement (or any
        provision of this Agreement) and any other agreement now existing or hereafter
        entered into, the terms of this Agreement shall prevail;

       

      (h) The
        rights and powers granted under the Indenture and herein to the Indenture
        Trustee have been granted in order to perfect its security interest in the
        Trust
        Account and the Security Entitlements to the Financial Assets credited thereto,
        and are powers coupled with an interest and will neither be affected by the
        bankruptcy of the Depositor or the Issuing Entity nor by the lapse of
        time.  The obligations of the Securities Intermediary hereunder shall
        continue in effect until the security interest of the Indenture Trustee in
        the
        Trust Account, and in such Security Entitlements, has been terminated pursuant
        to the terms of this Agreement and the Indenture Trustee or the Issuing Entity,
        as applicable, has notified the Securities Intermediary of such termination
        in
        writing; and

       


      
        
          
          

        

        
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      (i) Notwithstanding
        anything else contained herein, the Depositor and the Issuing Entity agree
        that
        the Trust Account will be established only with the Securities Intermediary
        or
        another institution meeting the requirements of this Section, which by
        acceptance of its appointment as Securities Intermediary agrees substantially
        as
        follows:  (1) it will comply with Entitlement Orders related to the
        Trust Account issued by the Indenture Trustee, as collateral agent, without
        further consent by the Depositor or the Issuing Entity, without further consent
        by the Depositor; (2) until termination of the Issuing Entity or discharge
        of
        the Indenture, it will not enter into any other agreement related to such
        accounts pursuant to which it agrees to comply with Entitlement Orders of
        any
        Person other than the Indenture Trustee, as collateral agent; and (3) all
        assets
        delivered or credited to it in connection with such account and all investments
        thereof will be promptly credited to the applicable account.

       

      (j) Notwithstanding
        the foregoing, the Issuing Entity shall have the power, revocable by the
        Indenture Trustee or by the Owner Trustee with the consent of the Indenture
        Trustee, to instruct the Indenture Trustee, the Trust Administrator and the
        Master Servicer to make withdrawals and payments from the Trust Account for
        the
        purpose of permitting the Master Servicer, the Trust Administrator or the
        Owner
        Trustee to carry out its respective duties hereunder or permitting the Indenture
        Trustee to carry out its duties under the Indenture.

       

      (k) Each
        of
        the Depositor and the Issuing Entity agrees to take or cause to be taken
        such
        further actions, to execute, deliver and file or cause to be executed, delivered
        and filed such further documents and instruments (including, without limitation,
        any financing statements under the Relevant UCC or this Agreement) as may
        be
        necessary to perfect the interests created by this Section in favor of the
        Issuing Entity and the Indenture Trustee and otherwise fully to effectuate
        the
        purposes, terms and conditions of this Section.  The Depositor
        shall:

       

      (i) promptly
        execute, deliver and file any financing statements, amendments, continuation
        statements, assignments, certificates and other documents with respect to
        such
        interests and perform all such other acts as may be necessary in order to
        perfect or to maintain the perfection of the Issuing Entity’s and the Indenture
        Trustee’s security interest in the Trust Account Property; and

       

      (ii) make
        the
        necessary filings of financing statements or amendments thereto within five
        days
        after the occurrence of any of the following:  (1) any change in its
        corporate name or any trade name or its jurisdiction of organization; (2)
        any
        change in the location of its chief executive office or principal place of
        business; and (3) any merger or consolidation or other change in its identity
        or
        corporate structure and promptly notify the Issuing Entity and the Indenture
        Trustee of any such filings.

       

      (iii) Neither
        the Depositor nor the Issuing Entity shall organize under the law of any
        jurisdiction other than the State under which each is organized as of the
        Closing Date (whether changing its jurisdiction of organization or organizing
        under an additional jurisdiction) without giving 30 days prior written notice
        of
        such action to its immediate and mediate transferee, including the Indenture
        Trustee.  Before effecting such change, each of the Depositor or the
        Issuing Entity proposing to change its jurisdiction of organization shall
        prepare and file in the appropriate filing office any financing statements
        or
        other statements necessary to continue the perfection of the interests of
        its
        immediate and mediate transferees, including the Indenture

       


      
        
          
          

        

        
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      Trustee,
        in the Trust Account Property.  In connection with the transactions
        contemplated by the Operative Agreements relating to the Trust Account Property,
        each of the Depositor and the Issuing Entity authorizes its immediate or
        mediate
        transferee, including the Indenture Trustee, to file in any filing office
        any
        initial financing statements, any amendments to financing statements, any
        continuation statements, or any other statements or filings described in
        this
        Section 6.04.

       

      None
        of
        the Securities Intermediary or any director, officer, employee or agent of
        the
        Securities Intermediary shall be under any liability to the Indenture Trustee
        or
        the Noteholders for any action taken; or not taken, in good faith pursuant
        to
        this Agreement, or for errors in judgment; provided, however, that this
        provision shall not protect the Securities Intermediary against any liability
        to
        the Indenture Trustee or the Noteholders which would otherwise be imposed
        by
        reason of the Securities Intermediary’s willful misconduct, fraud, bad faith or
        negligence in the performance of its obligations or duties
        hereunder.  The Securities Intermediary and any director, officer,
        employee or agent of the Securities Intermediary may rely in good faith on
        any
        document of any kind which, prima facie, is properly executed and submitted
        by
        any Person respecting any matters arising hereunder.  The Securities
        Intermediary shall be under no duty to inquire into or investigate the validity,
        accuracy or content of such document.  The Issuing Entity shall
        indemnify the Securities Intermediary for and hold it harmless against any
        loss,
        liability or expense arising out of or in connection with this Agreement
        and
        carrying out its duties hereunder, including the costs and expenses of defending
        itself against any claim of liability, except in those cases where the
        Securities Intermediary has been guilty of fraud, bad faith, negligence or
        willful misconduct.  The foregoing indemnification shall survive any
        termination of this Agreement or the resignation or removal of the Securities
        Intermediary.

       

      Section
        6.05. Advances
        by Master Servicer
        and Servicer.

       

      (a) Subject
        to Section 4.03(c), Advances shall be made in respect of each Servicer
        Remittance Date as provided herein.  If, on any Determination Date,
        the Servicer determines that any Scheduled Payments due during the related
        Due
        Period have not been received, such Servicer shall advance such amount to
        the
        extent provided in Section 4.03(c) hereof.  If any Servicer fails to
        remit Advances required to be made under Section 4.03(c) hereof, the Master
        Servicer shall itself make, or shall cause the successor Servicer to make,
        such
        Advance on the Servicer Remittance Date immediately following such Determination
        Date.  If the Master Servicer determines that an Advance is required,
        it shall on the Business Day immediately prior to the related Payment Date
        remit
        to the Trust Administrator from its own funds (or funds advanced by the
        applicable Servicer) for deposit in the Collection Account immediately available
        funds in an amount equal to such Advance.  The Master Servicer and the
        Servicer shall be entitled to be reimbursed from the Collection Account,
        and the
        Servicer shall be entitled to be reimbursed from its respective Custodial
        Account, for all Advances made by it as provided in Section
        4.02(e).  Notwithstanding anything to the contrary herein, in the
        event the Master Servicer determines in its reasonable judgment that an Advance
        is a Nonrecoverable Advance, the Master Servicer shall be under no obligation
        to
        make such Advance.

       

      (b) In
        the
        event that the Master Servicer or Servicer fails for any reason to make an
        Advance required to be made pursuant to this Section 6.05, the Indenture
        Trustee, as successor Master Servicer, shall, on or before the related Payment
        Date, deposit in the Collection Account an amount equal to the excess of
        (a)
        Advances required to be made by the Master Servicer or the

       


      
        
          
          

        

        
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      Servicer
        that would have been deposited in such Collection Account over (b) the amount
        of
        any Advance made by the Master Servicer or the Servicer with respect to such
        Payment Date; provided,
        however, that the Indenture Trustee as successor Master Servicer, or any
        other successor Master Servicer, shall be required to make such Advance only
        if
        it is not prohibited by law from doing so and it has determined that such
        Advance would be recoverable from amounts to be received with respect to
        such
        Mortgage Loan, including late payments, Liquidation Proceeds, Insurance
        Proceeds, or otherwise.  The Indenture Trustee as successor Master
        Servicer, or any other successor Master Servicer, shall be entitled to be
        reimbursed from the Collection Account for Advances made by it pursuant to
        this
        Section 6.05 as if it were the Master Servicer.

       

      Section
        6.06. 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 4.02(j).  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.

       

      (b) On
        the
        Closing Date, the Seller will cause to be deposited (1) $ [____________]
        in the
        Pool 1 Subaccount and (2) $ [____________] in the Pool 2 Subaccount, in each
        case from the sale of the Notes.

       

      (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.

       

      (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 the immediately following Payment
        Date
        and deposit such amounts in the Collection Account.

       

      (e) Unless
        closed as provided in Section 6.06(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.

       


      
        
          
          

        

        
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      Section
        6.07. 
        Establishment of Basis Risk Reserve Account.

       

      (a) The
        Trust
        Administrator shall establish and maintain an Eligible Account in its name
        in
        trust for the benefit of the Noteholders, the Basis Risk Reserve
        Account.

       

      (b) The
        Swap
        Counterparty shall deposit any Net Swap Receipts into the Basis Risk Reserve
        Account as provided in the Swap Agreement.  Amounts on deposit in the
        Basis Risk Reserve Account shall remain uninvested.

       

      ARTICLE
        VII  

       

      ADMINISTRATION
        OF THE AGREEMENTS

       

      Section
        7.01. Duties
        of the Trust
        Administrator.

       

      (a) The
        Trust
        Administrator agrees to perform all of the duties of the Issuing Entity under
        the Depository Agreement.  In addition to its duties performed under
        the Depository Agreement, the Trust Administrator shall take all appropriate
        action that is the duty of the Issuing Entity to take with respect to the
        following matters under the Trust Agreement, this Agreement and the
        Indenture:

       

      (i) the
        duty
        to cause the Note Register to be kept if the Issuing Entity assumes the duties
        of Note Registrar, and to give the Indenture Trustee notice of any appointment
        of a new Note Registrar and the location, or change in location, of the Note
        Register (Section 2.04 of the Indenture);

       

      (ii) the
        duty
        to cause the Certificate Register to be kept if the Issuing Entity assumes
        the
        duties of Certificate Registrar, and to give the Owner Trustee notice of
        any
        appointment of a new Certificate Registrar and the location, or change in
        location, of the Certificate Register (Section 3.03 of the Trust
        Agreement);

       

      (iii) causing
        the preparation of the Notes for execution by the Owner Trustee upon the
        registration of any transfer or exchange of the Notes (Sections 2.04 and
        2.05 of
        the Indenture);

       

      (iv) causing
        the preparation of Definitive Notes in accordance with the instructions of
        any
        Clearing Agency, the duty to attempt to locate a qualified successor to the
        Clearing Agency, if necessary, and the preparation of written notice to the
        Indenture Trustee of termination of the book-entry system through the Clearing
        Agency (Section 2.12 of the Indenture);

       

      (v) the
        maintenance of an office for registration of transfer or exchange of Notes
        (Section 3.02 of the Indenture);

       

      (vi) the
        maintenance of an office for registration of transfer or exchange of the
        Ownership Certificate (Section 3.03 of the Trust Agreement);

       


      
        
          
          

        

        
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      (vii) the
        calculation of accrual of original issue discount and the amortization of
        premium on the Notes (Section 3.03(v) of the Indenture);

       

      (viii) upon
        written notice or actual knowledge thereof, the notification to the Indenture
        Trustee and each Rating Agency of a Servicer Event of Default or a Master
        Servicer Event of Default under this Agreement (Section 3.07(d) of the
        Indenture);

       

      (ix) upon
        written notice or actual knowledge thereof, the delivery of notice to the
        Indenture Trustee and each Rating Agency of each Indenture Event of Default
        under the Indenture (Section 3.19 of the Indenture);

       

      (x) the
        furnishing of the Indenture Trustee with the names and addresses of Holders
        of
        Notes during any period when the Indenture Trustee is not the Note Registrar
        (Section 7.01 of the Indenture);

       

      (xi) causing
        the preparation of any financing statements and continuation statements
        necessary to protect the Collateral (Section 3.05 of the
        Indenture);

       

      (xii) the
        preparation (but not the execution) of the annual Officer’s Certificate
        regarding the Issuing Entity’s compliance with the terms of the Indenture
        (Section 3.09 of the Indenture);

       

      (xiii) the
        delivery of notice to the Indenture Trustee and each Rating Agency of each
        Indenture Event of Default under the Indenture (Section 3.19);

       

      (xiv) causing
        the preparation of an Officer’s Certificate and the obtaining of the Opinion of
        Counsel (which shall not be at the expense of the Trust Administrator) with
        respect to any request by the Issuing Entity to the Indenture Trustee to
        take
        any action under the Indenture (Sections 4.01 and 11.01 of the
        Indenture);

       

      (xv) the
        compliance with any directive of the Indenture Trustee with respect to the
        sale
        of the Collateral in a commercially reasonable manner if an Indenture Event
        of
        Default shall have occurred and be continuing under the Indenture (Section
        5.04
        of the Indenture);

       

      (xvi) causing
        the preparation of an Issuing Entity Request and Officer’s Certificate (and
        executing the same on behalf of the Issuing Entity) and the obtaining of
        an
        Opinion of Counsel (which shall not be at the expense of the Trust
        Administrator), if necessary, for the release of the Collateral, as defined
        in
        the Indenture (Section 8.03 of the Indenture);

       

      (xvii) the
        mailing to the Noteholders of notices with respect to their consent to any
        supplemental indentures (Sections 9.01, 9.02, 9.03 and 9.06 of the Indenture);
        and

       

      (xviii) any
        other
        duties expressly required to be performed by the Trust Administrator under
        the
        Indenture or the Trust Agreement.

       

      Notwithstanding
        the foregoing, the Seller shall undertake the duties of the Issuing Entity
        under
        the Indenture to cause the preparation of Issuing Entity Orders (and execute
        the
        same on behalf of the Issuing Entity), and to obtain Opinions of Counsel
        with
        respect to the execution of

       


      
        
          
          

        

        
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      supplemental
        indentures and, if necessary, to mail to the Noteholders notices with respect
        to
        their consent to such supplemental indentures (Sections 9.01, 9.02, 9.03
        and
        9.06 of the Indenture).

       

      (b) The
        Issuing Entity will indemnify the Owner Trustee and the Trust Administrator,
        and
        their respective agents for, and hold them harmless against, any losses,
        liability or expense incurred without gross negligence or bad faith on their
        part, arising out of or in connection with the acceptance or administration
        of
        the transactions contemplated by the Trust Agreement, this Agreement or the
        Swap
        Agreement, including the reasonable costs and expenses of defending themselves
        against any claim or liability in connection with the exercise or performance
        of
        any of their powers or duties under the Trust Agreement, the Indenture or
        this
        Agreement.

       

      (c) Subject
        to the penultimate paragraph of this Section 7.01, and in accordance with
        the
        directions of the Owner Trustee, the Trust Administrator shall perform or
        supervise the performance of such other activities in connection with the
        Collateral (including the Operative Agreements) as are not covered by any
        of the
        foregoing provisions and as are expressly requested in writing by the Owner
        Trustee and are reasonably within the capability of the Trust
        Administrator.

       

      (d) In
        carrying out the foregoing duties or any of its other obligations under this
        Agreement, the Trust Administrator may enter into transactions with or otherwise
        deal with any of its Affiliates; provided, however, that the
        terms of any such transactions or dealings shall be in accordance with any
        directions received from the Issuing Entity and shall be, in the Trust
        Administrator’s opinion, no less favorable to the Issuing Entity than would be
        available from unaffiliated parties.

       

      In
        carrying out the foregoing duties or any of its other obligations under this
        Agreement, the Trust Administrator shall be subject to the same standard
        of care
        and have the same rights, indemnifications and immunities as the Indenture
        Trustee under the Indenture, including, without limitation, the right to
        reimbursement and indemnification on behalf of the Issuing Entity from funds
        in
        the Collection Account for all losses, costs and expenses of any kind or
        nature
        (including without limitation attorneys’ fees and disbursements) incurred by the
        Trust Administrator (including without limitation in its various capacities
        as
        Paying Agent, Certificate Paying Agent, Certificate Registrar and Note
        Registrar) in connection with the performance of its duties hereunder or
        under
        any other Operative Agreement.

       

      The
        Trust
        Administrator in its capacity as the Certificate Registrar, and upon a request
        received from the Owner Trustee, shall promptly notify the Certificateholders
        of
        (i) any change in the Corporate Trust Office of the Owner Trustee, (ii) any
        amendment to the Trust Agreement requiring notice be given to the
        Certificateholders and (iii) any other notice required to be given to the
        Certificateholders by the Owner Trustee under the Trust Agreement.

       

      Section
        7.02. Duties
        of the Trust
        Administrator With Respect to the Indenture, the Trust Agreement and this
        Agreement.

       

      (a) The
        Trust
        Administrator shall take all appropriate action that is the duty of the
        Indenture Trustee to take with respect to the following matters under the
        Indenture, the Trust Agreement and this Agreement:

       


      
        
          
          

        

        
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      (i) the
        duties of an authenticating agent for authentication of the Notes (Sections
        2.01, 2.02 and 2.11 of the Indenture);

       

      (ii) the
        duties of Note Registrar to be kept (Sections 2.03, 2.04, 2.05 and 2.07 of
        the
        Indenture);

       

      (iii) to
        provide notices and instructions to the Clearing Agency (Section 2.10 of
        the
        Indenture);

       

      (iv) the
        duties of Paying Agent (Sections 3.03, 4.01, 4.02 and 5.02 of the Indenture);
        and

       

      (v) the
        duties of agent or attorney-in-fact for the purposes of filing financing
        and
        continuation statements for the Issuing Entity (Section 3.05 of the
        Indenture).

       

      (b) The
        Issuing Entity will indemnify the Owner Trustee and the Trust Administrator,
        and
        their respective agents for, and hold them harmless against, any losses,
        liability or expense incurred without gross negligence or bad faith on their
        part, arising out of or in connection with the acceptance or administration
        of
        the transactions contemplated by the Trust Agreement or this Agreement,
        including the reasonable costs and expenses of defending themselves against
        any
        claim or liability in connection with the exercise or performance of any
        of
        their powers or duties under the Trust Agreement, the Indenture or this
        Agreement.

       

      Section
        7.03. Records.  The
        Trust Administrator shall maintain appropriate books of account and records
        relating to services performed hereunder, which books of account and records
        shall be accessible for inspection by the Issuing Entity and the Depositor
        at
        any time during normal business hours.

       

      Section
        7.04. Compensation.  The
        Trust Administrator will perform the duties and provide the services called
        for
        under Section 7.01 and 7.02 above for such compensation as shall be agreed
        upon
        between the Trust Administrator and the Master Servicer.

       

      Section
        7.05. Additional
        Information to be
        Furnished to the Issuing Entity.  The Depositor shall furnish
        to the Issuing Entity from time to time such additional information regarding
        the Collateral as the Issuing Entity shall reasonably request.

       

      Section
        7.06. Independence
        of the Trust
        Administrator.  For all purposes of this Agreement, the Trust
        Administrator shall be an independent contractor and shall not be subject
        to the
        supervision of the Issuing Entity or the Owner Trustee with respect to the
        manner in which it accomplishes the performance of its obligations
        hereunder.  Unless expressly authorized by the Issuing Entity, the
        Trust Administrator shall have no authority to act for or represent the Issuing
        Entity or the Owner Trustee in any way and shall not otherwise be deemed
        an
        agent of the Issuing Entity or the Owner Trustee.

       

      Section
        7.07. No
        Joint
        Venture.  Nothing contained in this Agreement (i) shall
        constitute the Trust Administrator or the Depositor, respectively, and either
        of
        the Issuing Entity or the Owner Trustee, as members of any partnership, joint
        venture, association, syndicate, unincorporated business or other separate
        entity, (ii) shall be construed to impose any liability as

       


      
        
          
          

        

        
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      such
        on
        any of them or (iii) shall be deemed to confer on any of them any express,
        implied or apparent authority to incur any obligation or liability on behalf
        of
        the others.

       

      Section
        7.08. Other
        Activities of Trust
        Administrator and the Depositor.  Nothing herein shall prevent
        the Trust Administrator, the Depositor or their respective Affiliates from
        engaging in other businesses or, in its sole discretion, from acting in a
        similar capacity as an Trust Administrator for any other person or entity
        even
        though such person or entity may engage in business activities similar to
        those
        of the Issuing Entity or the Owner Trustee.

       

      Section
        7.09. Resignation
        and Removal of
        Trust Administrator.

       

      (a) Subject
        to Section 7.09(d) hereof, the Trust Administrator may resign its duties
        hereunder by providing the Issuing Entity with at least 60 days’ prior written
        notice.

       

      (b) Subject
        to Section 7.09(d) hereof, the Issuing Entity may remove the Trust Administrator
        without cause by providing the Trust Administrator with at least 60 days’ prior
        written notice.

       

      (c) Subject
        to Section 7.09(d) hereof, the Issuing Entity may remove the Trust Administrator
        immediately upon written notice of termination from the Issuing Entity to
        the
        Trust Administrator if any of the following events shall occur:

       

      (i) the
        Trust
        Administrator shall default in the performance of any of its duties under
        this
        Agreement and, after notice of such default, shall not cure such default
        within
        ten days (or, if such default cannot be cured in such time, shall not give
        within ten days such assurance of cure as shall be reasonably satisfactory
        to
        the Issuing Entity); or

       

      (ii) a
        court
        having jurisdiction in the premises shall (x) enter a decree or order for
        relief, which decree or order shall not have been vacated within 60 days,
        in
        respect of the Trust Administrator in any involuntary case under any applicable
        bankruptcy, insolvency or other similar law now or hereafter in effect, or
        (y)
        appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator
        or
        similar official for the Trust Administrator or any substantial part of its
        property, or (z) order the winding-up or liquidation of the Trust
        Administrator’s affairs; or

       

      (iii) the
        Trust
        Administrator shall commence a voluntary case under any applicable bankruptcy,
        insolvency or other similar law now or hereafter in effect, shall consent
        to the
        entry of an order for relief in an involuntary case under any such law, or
        shall
        consent to the appointment of a receiver, liquidator, assignee, trustee,
        custodian, sequestrator or similar official for the Trust Administrator or
        any
        substantial part of its property, shall consent to the taking of possession
        by
        any such official of any substantial part of its property, shall make any
        general assignment for the benefit of creditors or shall fail generally to
        pay
        its debts as they become due.

       

      The
        Trust
        Administrator agrees that if any of the events specified in clauses (ii)
        or
        (iii) of this Section 7.09(c) shall occur, it shall give written notice thereof
        to the Issuing Entity and the Indenture Trustee within seven days after the
        occurrence of such event.

       


      
        
          
          

        

        
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      (d) 
        No
        resignation or removal of the Trust Administrator pursuant to this Section
        shall
        be effective until (i) a successor Trust Administrator shall have been appointed
        by the Issuing Entity in accordance with the Trust Agreement and (ii) such
        successor Trust Administrator shall have agreed in writing to be bound by
        the
        terms of this Agreement in the same manner as the Trust Administrator is
        bound
        hereunder. If a successor Trust Administrator does not take office within
        60
        days after the retiring Trust Administrator resigns or is removed, the resigning
        or removed Trust Administrator or the Issuing Entity may petition any court
        of
        competent jurisdiction for the appointment of a successor Trust
        Administrator.

       

      (e) 
        The
        appointment of any successor Trust Administrator shall be effective only
        after
        receipt of a letter from each Rating Agency to the effect that such proposed
        appointment will not cause a reduction or withdrawal of the then current
        ratings
        of the Notes.

       

      (f) Subject
        to Sections 7.09(d) and 7.09(e) above, the Trust Administrator acknowledges
        that
        upon the appointment of a successor Master Servicer pursuant to Section 8.01,
        the Trust Administrator shall immediately resign and such successor Master
        Servicer shall automatically become the Trust Administrator under this
        Agreement.  Any such successor Master Servicer shall be required to
        agree to assume the duties of the Trust Administrator under the terms and
        conditions of this Agreement and the other Operative Agreements in its
        acceptance of appointment as successor Master Servicer.

       

      Section
        7.10. Action
        upon Termination,
        Resignation or Removal of the Trust Administrator.  Promptly
        upon the effective date of termination of this Agreement or the resignation
        or
        removal of the Trust Administrator pursuant to Section 7.09 hereof, the Trust
        Administrator shall be entitled to be paid all reimbursable expenses, including
        any reasonable out-of-pocket attorneys’ fees, accruing to it to the date of such
        termination, resignation or removal.  The Trust Administrator shall
        forthwith upon such termination pursuant to Section 7.09 deliver to the
        successor Trust Administrator all property and documents of or relating to
        the
        Collateral then in the custody of the Trust Administrator, or if this Agreement
        has been terminated, to the Depositor.  In the event of the
        resignation or removal of the Trust Administrator pursuant to Section 7.09,
        the
        Trust Administrator shall cooperate with the Issuing Entity and take all
        reasonable steps requested to assist the Issuing Entity in making an orderly
        transfer of the duties of the Trust Administrator.

       

      ARTICLE
        VIII  

       

      MASTER
        SERVICER EVENTS OF DEFAULT

       

      Section
        8.01. Master
        Servicer Events of
        Default; Indenture Trustee To Act; Appointment of Successor.

       

      (a) 
        The
        occurrence of any one or more of the following events shall constitute a
“Master
        Servicer Event of Default”:

       

      (i) Any
        failure by the Master Servicer to furnish to the Trust Administrator the
        Mortgage Loan data sufficient to prepare the reports described in Section
        5.09(a) which continues unremedied for a period of one (1) Business Day after
        the date upon which written

       


      
        
          
          

        

        
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      notice
        of
        such failure shall have been given to such Master Servicer by the Indenture
        Trustee or the Trust Administrator or to such Master Servicer and the Indenture
        Trustee by the Holders of not less than 25% of the Class Principal
        Amount of each Class of Notes affected thereby; or

       

      (ii) Any
        failure on the part of the Master Servicer duly to observe or perform in
        any
        material respect any other of the covenants or agreements on the part of
        the
        Master Servicer contained in this Agreement 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 Indenture Trustee or the Trust Administrator or to the Master Servicer
        and the Indenture Trustee by the Majority Noteholders; or

       

      (iii) 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,
        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 Master Servicer, and such decree or order shall
        have
        remained in force undischarged or unstayed for a period of 60 days or any
        Rating
        Agency reduces or withdraws or threatens to reduce or withdraw the rating
        of the
        Notes because of the financial condition or loan servicing capability of
        such
        Master Servicer; 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, voluntary liquidation or similar proceedings of or relating
        to the
        Master Servicer 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; or

       

      (vi) The
        Master Servicer shall be dissolved, or shall dispose of all or substantially
        all
        of its assets, or consolidate with or merge into another entity or shall
        permit
        another entity to consolidate or merge into it, such that the resulting entity
        does not meet the criteria for a successor servicer as specified in Section
        5.26
        hereof; or

       

      (vii) If
        a
        representation or warranty set forth in Section 5.01 hereof shall prove to
        be
        incorrect as of the time made in any respect that materially and adversely
        affects the interests of the Noteholders, and the circumstance or condition
        in
        respect of which such representation or warranty was incorrect shall not
        have
        been eliminated or cured within 30 days after the date on which written notice
        of such incorrect representation or warranty shall have been given to the
        Master
        Servicer by the Indenture Trustee or the Trust Administrator, or to the Master
        Servicer and the Indenture Trustee by the Majority Noteholders; or

       

      (viii) A
        sale or
        pledge of any of the rights of the Master Servicer hereunder or an assignment
        of
        this Agreement by the Master Servicer or a delegation of the rights or duties
        of
        the Master Servicer hereunder shall have occurred in any manner not otherwise
        permitted

       


      
        
          
          

        

        
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      hereunder
        and without the prior written consent of the Indenture Trustee and the Majority
        Noteholders; or

       

      (ix) The
        Master Servicer has notice or actual knowledge that the Servicer at any time
        is
        not either an FNMA- or FHLMC- approved Seller/Servicer, and the Master Servicer
        has not terminated the rights and obligations of such Servicer under this
        Agreement and replaced the Servicer with an FNMA- or FHLMC-approved servicer
        within 60 days of the date the Master Servicer receives such notice or acquires
        such actual knowledge; or

       

      (x) Any
        failure of the Master Servicer to remit to the Trust Administrator any Advance
        required to be made to the Trust Administrator for the benefit of Noteholders
        under the terms of this Agreement, which failure continues unremedied as
        of the
        close of business on the Business Day prior to a Payment Date.

       

      If
        a
        Master Servicer Event of Default described in clauses (i) through (ix) of
        this
        Section 8.01 shall occur, then, in each and every case, subject to applicable
        law, so long as any such Master Servicer Event of Default shall not have
        been
        remedied within any period of time prescribed by this Section 8.01, the
        Indenture Trustee, by notice in writing to the Master Servicer may, and shall,
        if so directed by the Majority Noteholders, terminate all of the rights and
        obligations of the Master Servicer hereunder and in and to the Mortgage Loans
        and the proceeds thereof.  If a Master Servicer Event of Default
        described in clause (x) of this Section 8.01 shall occur, then, in each and
        every case, subject to applicable law, so long as such Master Servicer Event
        of
        Default shall not have been remedied within the time period prescribed by
        clause
        (x) of this Section 8.01, the Indenture Trustee, by notice in writing to
        the
        Master Servicer, shall promptly terminate all of the rights and obligations
        of
        the Master Servicer hereunder and in and to the Mortgage Loans and the proceeds
        thereof.  On or after the receipt by the Master Servicer of such
        written notice, all authority and power of the Master Servicer, and only
        in its
        capacity as Master Servicer under this Agreement, whether with respect to
        the
        Mortgage Loans or otherwise, shall pass to and be vested in the Indenture
        Trustee pursuant to and under the terms of this Agreement; and the Indenture
        Trustee is hereby authorized and empowered to execute and deliver, on behalf
        of
        the defaulting Master 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.  The defaulting
        Master Servicer agrees to cooperate with the Indenture Trustee in effecting
        the
        termination of the defaulting Master Servicer’s responsibilities and rights
        hereunder as Master Servicer including, without limitation, notifying the
        Servicers of the assignment of the master servicing function and providing
        the
        Indenture Trustee or its designee all documents and records in electronic
        or
        other form reasonably requested by it to enable the Indenture Trustee or
        its
        designee to assume the defaulting Master Servicer’s functions hereunder and the
        transfer to the Indenture Trustee for administration by it of all amounts
        which
        shall at the time be or should have been deposited by the defaulting Master
        Servicer in the Collection Account maintained by such defaulting Master Servicer
        and any other account or fund maintained with respect to the Notes or thereafter
        received with respect to the Mortgage Loans.  The Master Servicer
        being terminated shall bear all reasonable out-of-pocket costs of a master
        servicing transfer, including but not limited to those of the Indenture Trustee,
        legal fees and expenses, accounting and financial consulting fees and expenses,
        and costs of amending the Agreement, if necessary.

       


      
        
          
          

        

        
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      The
        Indenture Trustee shall be entitled to be reimbursed from the Master Servicer
        (or by the Trust Estate, if the Master Servicer is unable to fulfill its
        obligations hereunder) for all costs associated with the transfer of servicing
        from the predecessor Master Servicer, including, without limitation, any
        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 Indenture Trustee to correct any errors or insufficiencies in the
        servicing data or otherwise to enable the Indenture Trustee to master service
        the Mortgage Loans properly and effectively.  If the terminated Master
        Servicer does not pay such reimbursement within thirty (30) days of its receipt
        of an invoice therefore, such reimbursement shall be an expense of the Trust
        Estate and the Indenture Trustee shall be entitled to withdraw such
        reimbursement from amounts on deposit in the Collection Account pursuant
        to
        Section 5.07(c); provided that
the terminated
        Master Servicer shall reimburse the Trust Estate for any
        such expense incurred by the Trust Estate; and provided, further, that the
        Indenture Trustee shall decide whether and to what extent it is in the best
        interest of the Noteholders to pursue any remedy against any party obligated
        to
        make such reimbursement.

       

      Notwithstanding
        the termination of its activities as Master Servicer, each terminated Master
        Servicer shall continue to be entitled to reimbursement to the extent provided
        in Section 5.08 to the extent such reimbursement relates to the period prior
        to
        such Master Servicer’s termination.

       

      If
        any
        Master Servicer Event of Default shall occur, of which a Responsible Officer
        of
        the Indenture Trustee has actual knowledge, the Indenture Trustee shall promptly
        notify each Rating Agency of the nature and extent of such Master Servicer
        Event
        of Default.  The Trust Administrator or the Master Servicer shall
        immediately give written notice to the Indenture Trustee upon the Master
        Servicer’s failure to remit Advances on the date specified herein.

       

      (b) On
        and
        after the time the Master Servicer receives a notice of termination from
        the
        Indenture Trustee pursuant to Section 8.01(a) or the Indenture Trustee receives
        the resignation of the Master Servicer evidenced by an Opinion of Counsel
        pursuant to Section 5.27, the Indenture Trustee, unless another master servicer
        shall have been appointed, shall be the successor in all respects to the
        Master
        Servicer in its capacity as such under this Agreement and the transactions
        set
        forth or provided for herein and shall have all the rights and powers and
        be
        subject to all the responsibilities, duties and liabilities relating thereto
        and
        arising thereafter placed on the Master Servicer hereunder, including the
        obligation to make Advances; provided, however, that any
        failure to perform such duties or responsibilities caused by the Master
        Servicer’s failure to provide information required by this Agreement shall not
        be considered a default by the Indenture Trustee hereunder.  In
        addition, the Indenture Trustee shall have no responsibility for any act
        or
        omission of the Master Servicer prior to the issuance of any notice of
        termination and shall have no liability relating to the representations and
        warranties of the Master Servicer set forth in Section 5.01.  In the
        Indenture Trustee’s capacity as such successor, the Indenture Trustee shall have
        the same limitations on liability herein granted to the Master
        Servicer.  As compensation therefor, the Indenture Trustee shall be
        entitled to receive all compensation payable to the Master Servicer under
        this
        Agreement.

       

      (c) Notwithstanding
        the above, the Indenture Trustee may, if it shall be unwilling to continue
        to so
        act, or shall, if it is unable to so act, appoint, or petition a court of
        competent

       


      
        
          
          

        

        
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      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.  Such
        successor Master Servicer may be an Affiliate of the Indenture Trustee; provided, however, that,
        unless such Affiliate meets the net worth requirements and other standards
        set
        forth herein for a successor master servicer, the Indenture Trustee, in its
        individual capacity shall agree, at the time of such designation, to be and
        remain liable to the Issuing Entity and the Indenture Trustee for such
        Affiliate’s actions and omissions in performing its duties
        hereunder.  In connection with such appointment and assumption, the
        Indenture Trustee may make such arrangements for the compensation of such
        successor out of payments on the Mortgage Loans as it and such successor
        shall
        agree; provided, however,
that no such compensation
        shall be in excess of that permitted to the
        Master Servicer hereunder.  The Indenture Trustee and such successor
        shall take such actions, consistent with this Agreement, as shall be necessary
        to effectuate any such succession and may make other arrangements with respect
        to the servicing to be conducted hereunder which are not inconsistent
        herewith.  The Master Servicer shall cooperate with the Indenture
        Trustee and any successor master servicer in effecting the termination of
        the
        Master Servicer’s responsibilities and rights hereunder including, without
        limitation, notifying Servicers of the assignment of the master servicing
        functions and providing the Indenture Trustee and successor master servicer,
        as
        applicable, all documents and records in electronic or other form reasonably
        requested by it to enable it to assume the Master Servicer’s functions hereunder
        and the transfer to the Indenture Trustee or such successor master servicer,
        as
        applicable, all amounts or investment property which shall at the time be
        or
        should have been deposited by the Master Servicer in the Collection Account
        and
        any other account or fund maintained with respect to the Notes or thereafter
        be
        received with respect to the Mortgage Loans.  Neither the Indenture
        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 payment
        hereunder or any portion thereof caused by (i) the failure of the Master
        Servicer to deliver, or any delay in delivering, cash, documents or records
        to
        it, (ii) the failure of the Master Servicer to cooperate as required by this
        Agreement, (iii) the failure of the Master Servicer to deliver the Mortgage
        Loan
        data to the Indenture Trustee as required by this Agreement or (iv) restrictions
        imposed by any regulatory authority having jurisdiction over the Master
        Servicer.

       

      Section
        8.02. Additional
        Remedies of
        Indenture Trustee Upon Event of Default.  During the
        continuance of any Master Servicer Event of Default, so long as such Master
        Servicer Event of Default shall not have been remedied, the Indenture Trustee,
        in addition to the rights specified in Section 8.01, shall have the right,
        in
        its own name and as trustee of an express trust, to take all actions now
        or
        hereafter existing at law, in equity or by statute to enforce its rights
        and
        remedies and to protect the interests, and enforce the rights and remedies,
        of
        the Noteholders (including the institution and prosecution of all judicial,
        administrative and other proceedings and the filings of proofs of claim and
        debt
        in connection therewith).  Except as otherwise expressly provided in
        this Agreement, no remedy provided for by this Agreement shall be exclusive
        of
        any other remedy, and each and every remedy shall be cumulative and in addition
        to any other remedy, and no delay or omission to exercise any right or remedy
        shall impair any such right or remedy or shall be deemed to be a waiver of
        any
        Event of Default.

       


      
        
          
          

        

        
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      Section
        8.03. Waiver
        of
        Defaults.  The Majority Noteholders may, on behalf of all
        Noteholders, waive any default or Master Servicer Event of Default by the
        Master
        Servicer in the performance of its obligations hereunder, except that a default
        in the making of any required deposit to the Collection Account that would
        result in a failure of the Indenture Trustee to make any required payment
        of
        principal of or interest on the Notes may only be waived with the consent
        of
        100% of the affected Noteholders.  Upon any such waiver of a past
        default, such default shall cease to exist, and any Event of Default arising
        therefrom shall be deemed to have been remedied for every purpose of this
        Agreement.  No such waiver shall extend to any subsequent or other
        default or impair any right consequent thereon except to the extent expressly
        so
        waived.

       

      Section
        8.04. Notification
        to
        Holders.  Upon termination of the Master Servicer or
        appointment of a successor to the Master Servicer, in each case as provided
        herein, the Indenture Trustee shall promptly mail notice thereof by first
        class
        mail to the Noteholders at their respective addresses appearing on the
        applicable Register.  The Indenture Trustee shall also, within 45 days
        after the occurrence of any Master Servicer Event of Default known to the
        Indenture Trustee, give written notice thereof to Noteholders, unless such
        Event
        of Default shall have been cured or waived prior to the issuance of such
        notice
        and within such 45-day period.

       

      Section
        8.05. Directions
        by Noteholders
        and Duties of Indenture Trustee During Master Servicer Event of
        Default.  During the continuance of any Master Servicer Event
        of Default, the Majority Noteholders may direct the time, method and place
        of
        conducting any proceeding for any remedy available to the Indenture Trustee,
        or
        exercising any trust or power conferred upon the Indenture Trustee, under
        this
        Agreement; provided, however,
that the Indenture
        Trustee shall be under no obligation to pursue any
        such remedy, or to exercise any of the trusts or powers vested in it by this
        Agreement (including, without limitation, (i) the conducting or defending
        of any
        administrative action or litigation hereunder or in relation hereto and (ii)
        the
        terminating of the Master Servicer or any successor master servicer from
        its
        rights and duties as master servicer hereunder) at the request, order or
        direction of any of the Noteholders, unless such Noteholders shall have offered
        to the Indenture Trustee reasonable security or indemnity against the cost,
        expenses and liabilities which may be incurred therein or thereby; and, provided further, that, the
        Indenture Trustee shall have the right to decline to follow any such direction
        if the Indenture Trustee, in accordance with an Opinion of Counsel, determines
        that the action or proceeding so directed may not lawfully be taken or if
        the
        Indenture Trustee in good faith determines that the action or proceeding
        so
        directed would involve it in personal liability for which it is not indemnified
        to its satisfaction or be unjustly prejudicial to the non-assenting
        Noteholders.

       

      Section
        8.06. Action
        Upon Certain Failures
        of the Master Servicer and Upon Master Servicer Event of
        Default.  In the event that a Responsible Officer of the
        Indenture Trustee or the Trust Administrator shall have actual knowledge
        of any
        action or inaction of the Master Servicer that would become a Master Servicer
        Event of Default upon the Master Servicer’s failure to remedy the same after
        notice, the Indenture Trustee or Trust Administrator, as applicable, shall
        give
        notice thereof to the Master Servicer.

       


      
        
          
          

        

        
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      Section
        8.07. Preparation
        of
        Reports.

       

      (a) The
        Depositor shall prepare or cause to be prepared the initial current report
        on
        Form 8-K.

       

      (b) Reports
        Filed on Form 10-D.

       

      (i) Within
        15
        days after each Distribution Date (subject to permitted extensions under
        the
        Exchange Act), the Trust Administrator shall prepare and file on behalf of
        the
        Trust any Form 10-D required by the Exchange Act, in form and substance as
        required by the Exchange Act.  The Trust Administrator shall file each
        Form 10-D with a copy of the related Monthly Statement attached
        thereto.  Any necessary disclosure in addition to the Monthly
        Statement that is required to be included on Form 10-D (“Additional Form
        10-D
        Disclosure”) shall, pursuant to the paragraph immediately below, be
        reported by the parties set forth on Exhibit M-1 and directed and approved
        by
        the Depositor, and the Trust Administrator will have no duty or liability
        for
        any failure hereunder to determine or prepare any Additional Form 10-D
        Disclosure absent such reporting, direction and approval.

       

      (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
        to
        this SunTrust [      ] Trust, Series 200[ ]-[__]
        transaction listed on Exhibit M-1 hereto shall be required to provide to
        the
        Trust Administrator and the Depositor, to the extent known by a responsible
        officer thereof, in EDGAR-compatible form, or in such other form as otherwise
        agreed upon by the Trust Administrator and the Depositor and such party,
        the
        form and substance of the Additional Form 10-D Disclosure described on Exhibit
        M-1 applicable to such party, (ii) include with such Additional Form 10-D
        Disclosure, an Additional Disclosure Notification in the form attached hereto
        as
        Exhibit M-4 and (iii) 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 M-1 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
        paragraph.

       

      (iii) After
        preparing the Form 10-D, the Trust Administrator shall forward electronically
        a
        draft copy of the Form 10-D to the Depositor for review.  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
        8.07(e).  Promptly (but no later than 1 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.  The parties to this
        Agreement acknowledge that the performance by the Trust Administrator of
        its
        duties under this Section 8.07 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 this Section
        8.07.  The Trust Administrator shall have no liability for any loss,
        expense, damage, claim arising out of or with respect to any failure to properly
        prepare and/or timely file such Form 10-D, where such failure results from
        the
        Trust Administrator’s inability or failure to receive, on a

       


      
        
          
          

        

        
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      timely
        basis, any information from any other party hereto needed to prepare, arrange
        for execution or file such Form 10-D, not resulting from its own negligence,
        bad
        faith or willful misconduct.

       

      (c) Reports
        Filed on Form 10-K.

       

      (i) 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 a 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, the following items:

       

      (A) an
        annual
        compliance statement for the Servicer, each Additional Servicer and the
        Indenture Trustee, as described under Section 5.24;

       

      (B) (1)
        the
        annual reports on assessment of compliance with servicing criteria for the
        Servicer, each Additional Servicer and the Indenture Trustee, and any Servicing
        Function Participant engaged by such parties, as described under Section
        5.25(a), and (2) if the Servicer’s, each Additional Servicer’s or the Indenture
        Trustee’s, or any such Servicing Function Participant’s, report on assessment of
        compliance with servicing criteria described under Section 5.25(a) identifies
        any material instance of noncompliance, disclosure identifying such instance
        of
        noncompliance, or if the Servicer’s, each Additional Servicer’s, the Indenture
        Trustee’s or any such Servicing Function Participant’s report on assessment of
        compliance with servicing criteria described under Section 5.25(a) 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;

       

      (C) (1)
        the
        registered public accounting firm attestation report for the Servicer, each
        Additional Servicer and the Indenture Trustee, and any Servicing Function
        Participant engaged by such parties, as described under Section 5.25(c),
        and (2)
        if any registered public accounting firm attestation report described under
        Section 5.25(c) 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

       

      (D) a
        Sarbanes-Oxley Certification (“Sarbanes-Oxley
        Certification”) as described in Section 8.07(c)(v).

       

      (ii) Any
        disclosure or information in addition to (i) through (iv) above that is required
        to be included on Form 10-K (“Additional Form
        10-K
        Disclosure”) shall, pursuant to the paragraph immediately below, be
        reported by the parties set forth on Exhibit M-2 and directed and approved
        by
        the Depositor, and the Trust Administrator will have no duty or liability
        for
        any failure hereunder to determine or prepare any Additional Form 10-K
        Disclosure absent such reporting, direction and approval.

       


      
        
          
          

        

        
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      (iii) For
        so
        long as the Trust is subject to the reporting requirements of the Exchange
        Act,
        no later than March 10 (with a 5 calendar day cure period), commencing in
        March
        200[ ] (i) the parties to this SunTrust [      ]
        Trust, Series 200[ ]-[_] transaction listed on Exhibit M-2 hereto shall be
        required to provide to the Trust Administrator and the Depositor, to the
        extent
        known by a responsible officer thereof, in EDGAR-compatible form, or in such
        other form as otherwise agreed upon by the Trust Administrator and the Depositor
        and such party, the form and substance of the Additional Form 10-K Disclosure
        described on Exhibit M-2 applicable to such party, (ii) include with such
        Additional Form 10-K Disclosure, an Additional Disclosure Notification in
        the
        form attached hereto as Exhibit M-4, and (iii) 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 M-2 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 paragraph.

       

      (iv) After
        preparing the Form 10-K, the Trust Administrator shall forward electronically
        a
        draft copy of the Form 10-K to the Depositor for review.  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
        8.07(c).  Promptly (but no later than 1 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-K.  The parties to this
        Agreement acknowledge that the performance by the Trust Administrator of
        its
        duties under this Section 8.07(c) related to the timely preparation and filing
        of Form 10-K is contingent upon such parties (and any Additional Servicer
        or
        Servicing Function Participant) strictly observing all applicable deadlines
        in
        the performance of their duties under this Section 8.07(c), Section 8.07(c)(v),
        Section 5.24, Section 5.25(a) and Section 5.25(c).  The Trust
        Administrator shall have no liability for any loss, expense, damage, claim
        arising out of or with respect to any failure to properly prepare 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 needed to prepare, arrange for execution or file such
        Form
        10-K, not resulting from its own negligence, bad faith or willful
        misconduct.

       

      (v) Each
        Form
        10-K shall include a certification (the “Sarbanes-Oxley
        Certification”), exactly as set forth in Exhibit [_] attached hereto,
        required to be included therewith pursuant to the Sarbanes-Oxley
        Act.  The Servicer, any Additional Servicer and the Indenture Trustee
        shall provide, and each such party shall cause any Servicing Function
        Participant engaged by it to provide, to the Person who signs the Sarbanes-Oxley
        Certification (the “Certifying Person”),
        by March [  ] of each year in which the Trust is subject to the
        reporting requirements of the Exchange Act and otherwise within a reasonable
        period of time upon request, a certification (each, a “Back-Up
        Certification”), in the form attached hereto as Exhibit [_], 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.  The senior officer of the
        Depositor in charge of securitization shall serve as the Certifying Person
        on
        behalf of the Trust.  In the event the Servicer, any Additional
        Servicer and the Indenture Trustee, or any Servicing Function

       


      
        
          
          

        

        
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      Participant
        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 8.07(c) with respect to the period of time it was subject to
        this
        Agreement or any other applicable agreement, as the case may be.

       

      (d) Reports
        Filed on Form 8-K.

       

      (i) 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 and to the extent it receives the Form
        8-K
        Disclosure Information described below, the Trust Administrator shall prepare
        and file on behalf of the Trust any Form 8-K, as required by the Exchange
        Act,
provided that
        the Depositor shall file the initial Form 8-Ks 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
        (“Form 8-K Disclosure
        Information”) shall, pursuant to the paragraph immediately below, be
        reported by the parties set forth on Exhibit M-3 and directed and approved
        by
        the Depositor, and the Trust Administrator will have no duty or liability
        for
        any failure hereunder to determine or prepare any Form 8-K Disclosure
        Information absent such reporting, direction and approval.

       

      (ii) For
        so
        long as the Trust is subject to the reporting requirements of the Exchange
        Act,
        no later than Noon (New York City time) on the 2nd Business Day after the
        occurrence of a Reportable Event (A) the parties to this SunTrust
        [      ] Trust, Series 200[ ][__] transaction on
        Exhibit M-3 hereto shall be required to provide to the Trust Administrator
        and
        the Depositor, to the extent known by a responsible officer thereof, in
        EDGAR-compatible form, or in such other form as otherwise agreed upon by
        the
        Trust Administrator and the Depositor and such party, the form and substance
        of
        the Form 8-K Disclosure Information described on Exhibit M-3 applicable to
        such
        party, (B) include with such Additional Form 8-K Disclosure, an Additional
        Disclosure Notification in the form attached hereto as Exhibit M-4, and (C)
        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 Trust Administrator has no duty under this Agreement to
        monitor or enforce the performance by the parties listed on Exhibit M-3 of
        their
        duties under this paragraph or proactively solicit or procure from such parties
        any Form 8-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 Form 8-K Disclosure
        Information on Form 8-K pursuant to this paragraph.

       

      (iii) After
        preparing the Form 8-K, the Trust Administrator shall forward, no later than
        Noon (New York City time) on the third Business Day after the Reportable
        Event,
        electronically a draft copy of the Form 8-K to the Depositor for
        review.  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 8.07(e)(ii).  Promptly (but no later
        than 1 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.  The parties to this Agreement acknowledge that the performance
        by the Trust Administrator of its duties under this Section 8.07(d) 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

       


      
        
          
          

        

        
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      8.07(d).  The
        Trust Administrator shall have no liability for any loss, expense, damage,
        claim
        arising out of or with respect to any failure to properly prepare 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 needed to prepare, arrange for execution or file such
        Form
        8-K, not resulting from its own negligence, bad faith or willful
        misconduct.

       

      (e) Delisting;
        Amendments; Late Filings.

       

      (i) 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 propose and
        file a
        Form 15 Suspension Notification relating to the automatic suspension of
        reporting in respect of the Trust under the Exchange Act.

       

      (ii) In
        the
        event that the Trust Administrator is unable to timely file with the Commission
        all or any required portion of any Form 8-K, 10-D or 10-K required to be
        filed
        by this Agreement because required disclosure information was either not
        delivered to it or delivered to it after the delivery deadlines set forth
        in
        this Agreement or for any other reason, the Trust Administrator will promptly
        notify the Depositor of such inability to make a timely filing with the
        Commission.  In the case of Form 10-D and 10-K, the Depositor,
        Servicer and the Trust Administrator will cooperate to prepare and file a
        Form
        12b-25 and a 10-D/A and 10-K/A 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 to be filed for the Trust.  In the event
        that any previously filed Form 8-K, 10-D or 10-K needs to be amended, the
        Trust
        Administrator will notify the Depositor and the Servicer and such parties
        agree
        to cooperate to prepare any necessary 8-K/A, 10-D/A or 10-K/A.  Any
        Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be
        signed
        by a senior officer of the Depositor in charge of securitization.  The
        Depositor and Servicer acknowledge that the performance by the Trust
        Administrator of its duties under this Section 8.07(e) related to the timely
        preparation and filing of Form 15, a Form 12b-25 or any amendment to Form
        8-K,
        10-D or 10-K is contingent upon the Servicer and the Depositor performing
        their
        duties under this Section.  The Trust Administrator shall have no
        liability for any loss, expense, damage, claim arising out of or with respect
        to
        any failure to properly prepare and/or timely file any such Form 15, Form
        12b-25
        or any amendments to Forms 8-K, 10-D or 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 needed to prepare, arrange for
        execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K,
        10-D
        or 10-K, not resulting from its own negligence, bad faith or willful
        misconduct.

       

      ARTICLE
        IX  

       

      TERMINATION

       

      Section
        9.01. Termination.  The
        respective obligations and responsibilities of the Master Servicer, the Trust
        Administrator, the Depositor, the Issuing Entity, the Servicer, and the
        Indenture Trustee created hereby (other than obligations expressly stated
        to
        survive the

       


      
        
          
          

        

        
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      termination
        of the Trust) shall terminate on the day after the day on which the Notes
        are
        paid in full (including payment pursuant to Section 9.02 below) (the
“Termination Date”).

       

      Section
        9.02. Termination
        Prior to
        Maturity Date; and Optional Redemption.  On any Payment Date on
        which the Aggregate Collateral Balance at the beginning of the Due Period
        related to that Payment Date is less than 1% of the sum of the Aggregate
        Collateral Balance as of the Closing Date, the Servicer acting directly or
        through one or more Affiliates, shall have the option to purchase the Mortgage
        Loans, any REO Property and any other property remaining in the Trust for
        a
        price equal to the Redemption Price.  The Master Servicer and the
        Servicer will be reimbursed from the Redemption Price for any outstanding
        Advances, Servicing Advances and unpaid Servicing Administration Fees and
        other
        amounts not previously reimbursed pursuant to the provisions of this Agreement,
        as applicable, and the Trust Administrator, the Owner Trustee and the Indenture
        Trustee shall be reimbursed for any previously unreimbursed amounts for which
        they are entitled to be reimbursed pursuant to this Agreement, the Indenture
        or
        the Trust Agreement, as applicable.  If such option is exercised, the
        Trust will be terminated resulting in a mandatory redemption of the
        Notes.  The Servicer shall deliver written notice of its intention to
        exercise such option to the Issuing Entity, the Trust Administrator, the
        Indenture Trustee and the Master Servicer not less than 15 days prior to
        the
        applicable Payment Date.  If the Servicer fails to exercise such
        option prior to the Stepup Date, the Interest Rate for each Class of Notes
        will
        be increased as set forth in the table in the Preliminary Statement herein
        beginning on the Stepup Date and for each Payment Date
        thereafter.  The Servicer shall deliver written notice of its
        intention to exercise such option to the Issuing Entity, the Indenture Trustee
        and the Master Servicer not less than ten days prior to the applicable Payment
        Date.

       

      In
        connection with such purchase, the Servicer shall remit to the Trust
        Administrator all amounts then on deposit in the Custodial Account in respect
        of
        the related Total Remittance Amount for deposit to the Collection Account,
        which
        deposit shall be deemed to have occurred immediately preceding such
        purchase.

       

      Promptly
        following any such purchase pursuant to paragraph (a) of this Section, the
        Indenture Trustee or the applicable Custodian shall release the Mortgage
        Files
        to the purchaser of such Mortgage Loans pursuant to this Section 10.02, or
        otherwise upon its order.

       

      Section
        9.03. Certain
        Notices upon Final
        Payment.  The Master Servicer or the Trust Administrator, as
        applicable, shall give the Issuing Entity, the Indenture Trustee, the Owner
        Trustee, each Rating Agency, each Noteholder and the Depositor at least 30
        days’
prior written notice of the date on which the Trust is expected to terminate
        in
        accordance with Section 9.01, or the date on which the Notes will be redeemed
        in
        accordance with Section 9.02.  Not later than the fifth Business Day
        in the Due Period in which the final payment in respect to the Notes is payable
        to the Noteholders, the Indenture Trustee shall mail to the Noteholders a
        notice
        specifying the procedures with respect to such final payment.  The
        Trust Administrator on behalf of the Indenture Trustee shall give a copy
        of such
        notice to each Rating Agency at the time such notice is given to
        Noteholders.  Following the final payment thereon, such Notes shall
        become void, no longer outstanding and no longer evidence any right or interest
        in the Mortgage Loans, the Mortgage Files or any proceeds of the
        foregoing.

       


      
        
          
          

        

        
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      Section
        9.04. Beneficiaries.  This
        Agreement will inure to the benefit of and be binding upon the parties hereto,
        the Noteholders, and their respective successors and permitted
        assigns.  No other Person will have any right or obligation hereunder.
        Notwithstanding anything to the contrary herein, the Swap Counterparty is
        an
        express third party beneficiary of this Agreement.

       

      ARTICLE
        X    

       

      MISCELLANEOUS
        PROVISIONS

       

      Section
        10.01. Binding
        Nature of Agreement;
        Assignment.  This Agreement shall be binding upon and inure to
        the benefit of the parties hereto and their respective successors and permitted
        assigns.

       

      Section
        10.02. Entire
        Agreement.  This Agreement contains the entire agreement and
        understanding among the parties hereto with respect to the subject matter
        hereof, and supersedes all prior and contemporaneous agreements, understandings,
        inducements and conditions, express or implied, oral or written, of any nature
        whatsoever with respect to the subject matter hereof.  The express
        terms hereof control and supersede any course of performance and/or usage
        of the
        trade inconsistent with any of the terms hereof.

       

      Section
        10.03. Amendment.

       

      (a) This
        Agreement may be amended from time to time by the parties hereto and the
        Holder
        of the Ownership Certificate and with the prior written consent of the Swap
        Counterparty (but only to the extent such amendment materially adversely
        affects
        the amounts, priority or timing of payments under the Swap Agreement and
        for so
        long as the Swap Agreement is in effect), without notice to or the consent
        of
        any of the Holders of the Notes, (i) to cure any ambiguity, (ii) to cause
        the
        provisions herein to conform to or be consistent with or in furtherance of
        the
        statements made with respect to the Notes, the Trust or this Agreement in
        any
        Offering Document, or to correct or supplement any provision herein which
        may be
        inconsistent with any other provisions herein or in any other Operative
        Agreement, to make any other provisions with respect to matters or questions
        arising under this Agreement, (iii) to make any other provision with respect
        to
        matters or questions arising under this Agreement or (iv) to add, delete,
        or
        amend any provisions to the extent necessary or desirable to comply with
        any
        requirements imposed by the Code or ERISA and applicable
        regulations.  No such amendment effected pursuant to the preceding
        sentence shall, as evidenced by an Opinion of Counsel (which shall be an
        expense
        of the party requesting such amendment and shall not be an expense of the
        Trust), adversely affect the status of the Notes as debt for federal income
        tax
        purposes or result in an entity level tax on the Trust nor shall such amendment
        effected pursuant to clause (iii) of such sentence adversely affect in any
        material respect the interests of any Holder, nor shall such amendment be
        with
        respect to Section 6.02 or the definitions of “Interest Funds,” “Principal
        Funds” or “Monthly Excess Cashflow” without the prior written consent of the
        Swap Counterparty; provided,
        however, that all outstanding payments under the Swap Agreement have been
        made.  Prior to entering into any amendment without the consent of
        Holders pursuant to this paragraph, the Indenture Trustee may require an
        Opinion
        of Counsel (at the expense of the party requesting such amendment) to the
        effect
        that such amendment is permitted under this paragraph.  Any such
        amendment shall be deemed not to adversely affect in any material
        respect

       


      
        
          
          

        

        
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      any
        Holder, if the Indenture Trustee receives written confirmation from each
        Rating
        Agency that such amendment will not cause such Rating Agency to reduce the
        then
        current rating assigned to the Notes.

       

      (b) This
        Agreement may also be amended from time to time by the parties hereto and
        with
        the prior written consent of the Swap Counterparty (but only to the extent
        such
        amendment materially adversely affects the amounts, priority or timing of
        payments under the Swap Agreement and for so long as the Swap Agreement is
        in
        effect), with the consent of the Noteholders representing 662/3%
        Voting Interests 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; provided, however,
that
        no such
        amendment may (i) reduce in any manner the amount of, or delay the timing
        of,
        payments which are required to be paid on any Class of Notes or under the
        Swap
        Agreement, without the consent of the Noteholders of such Class or the Swap
        Counterparty, respectively, or (ii) reduce the aforesaid percentages of Class
        Principal Amount of Notes, the Holders of which are required to consent to
        any
        such amendment without the consent of the Holders of 100% of the Class Principal
        Amount of the Notes.  For purposes of this paragraph, references to
“Holder” or “Holders” shall be deemed to include, in the case of Book-Entry
        Notes, the related Note Owners; provided further, however,
        that no such amendment may be made with respect to Section 6.02(b)
        or (c)
        or the definition of “Interest Funds” without the prior written consent of the
        Swap Counterparty but only for so long as the Swap Agreement is in
        effect.

       

      (c) Promptly
        after the execution of any such amendment, the Indenture Trustee shall furnish
        written notification of the substance of such amendment to each Holder, the
        Depositor and to each Rating Agency.

       

      (d) It
        shall
        not be necessary for the consent of Holders under this Section 10.03 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 Holders shall be subject to such reasonable regulations as the
        Indenture Trustee may prescribe.

       

      Section
        10.04. Acts
        of
        Noteholders.  Except as otherwise specifically provided herein,
        whenever Noteholder action, consent or approval is required under this
        Agreement, such action, consent or approval shall be deemed to have been
        taken
        or given on behalf of, and shall be binding upon, all Noteholders if the
        Majority Noteholders agree to take such action or give such consent or
        approval.

       

      Section
        10.05. Recordation
        of
        Agreement.  To the extent permitted by applicable law, this
        Agreement, or a memorandum thereof if permitted under applicable law, is
        subject
        to recordation in all appropriate public offices for real property records
        in
        all of 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
        Depositor on direction and at the expense of Holders of not less than 66-2/3%
        of
        the Note Principal Balance of the Notes and of the Holder of the Ownership
        Certificate requesting such recordation, but only when accompanied by an
        Opinion
        of Counsel to the effect

       


      
        
          
          

        

        
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      that
        such
        recordation materially and beneficially affects the interests of the
        Noteholders, or is necessary for the administration or servicing of the Mortgage
        Loans.

       

      Section
        10.06. Governing
        Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
        ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS,
        RIGHTS
        AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
        SUCH LAWS WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK
        (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW WHICH
        SHALL
        APPLY HERETO).

       

      Section
        10.07. Notices.  All
        demands, notices and communications hereunder shall be in writing and shall
        be
        deemed to have been duly given if mailed by overnight courier, addressed
        as
        follows or delivered by facsimile (or such other address as may hereafter
        be
        furnished to the other party by like notice):

       

      (i) if
        to the
        Seller and Servicer:

       

      SunTrust
        Mortgage,
        Inc.,

      901
        Semmes Avenue

      Richmond,
        Virginia
        23224

      Attention:
        [             ]

      


      with
        a
        copy to:

      SunTrust
        Mortgage,
        Inc.,

      901
        Semmes Avenue

      Richmond,
        Virginia
        23224

      Attention:
        General
        Counsel

      


      (ii) if
        to the
        Master Servicer:

       

       [__________________________]

       [__________________________]

       [__________________________]

      Telephone:  [________________]

      Facsimile:   [________________]

      


      (iii) if
        to the
        Trust Administrator:

       

      [__________________________]

      [__________________________]

      [__________________________]
        

         
        Telephone:  [________________]

         
        Facsimile:  [________________]

       

      
        
          
          

        

        
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      (iv) if
        to the
        Indenture Trustee:

       

       [__________________________]

       [__________________________]

       [__________________________]

      


      (v) if
        to the
        Depositor:

       

      SunTrust
        Mortgage Securitization, LLC

      [__________________________]

       [__________________________]

       [__________________________]

      


      (vi) if
        to the
        Issuing Entity:

       

      SunTrust
        [      ] Trust, Series 200[ ]-[__]

      c/o  [__________________________]

       [__________________________]

       [__________________________]

      


      


      (vii) if
        to the
        Swap Counterparty:

       

       [__________________________]

       [__________________________]

       [__________________________]

      


      All
        demands, notices and communications to a party hereunder shall be in writing
        and
        shall be deemed to have been duly given when delivered to such party at the
        relevant address, facsimile number or electronic mail address set forth above
        or
        at such other address, facsimile number or electronic mail address as such
        party
        may designate from time to time by written notice in accordance with this
        Section 10.07.

       

      Section
        10.08. 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 Notes or the rights of the Holders
        thereof.

       

      Section
        10.09. Indulgences;
        No
        Waivers.  Neither the failure nor any delay on the part of a
        party to exercise any right, remedy, power or privilege under this Agreement
        shall operate as a waiver thereof, nor shall any single or partial exercise
        of
        any right, remedy, power or privilege preclude any other or further exercise
        of
        the same or of any other right, remedy, power or privilege, nor shall any
        waiver
        of any right, remedy, power or privilege with respect to any occurrence be
        construed as a waiver of such right, remedy, power or privilege with respect
        to
        any

       


      
        
          
          

        

        
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      other
        occurrence.  No waiver shall be effective unless it is in writing and
        is signed by the party asserted to have granted such waiver.

       

      Section
        10.10. Headings
        Not To Affect
        Interpretation.  The headings contained in this Agreement are
        for convenience of reference only, and they shall not be used in the
        interpretation hereof.

       

      Section
        10.11. Benefits
        of
        Agreement.  Nothing in this Agreement or in the Notes, express
        or implied, shall give to any Person, other than the parties to this Agreement
        and their successors hereunder and the Holders of the Notes, any benefit
        or any
        legal or equitable right, power, remedy or claim under this
        Agreement.  Notwithstanding the foregoing, the Owner Trustee and the
        Swap Counterparty shall each be an express third-party beneficiary of this
        Agreement.

       

      Section
        10.12. Special
        Notices to the
        Rating Agencies.

       

      (a) The
        Seller shall give prompt notice to each Rating Agency and the Swap Counterparty
        of the occurrence of any of the following events of which it has
        notice:

       

      (i) any
        amendment to this Agreement pursuant to Section 10.03; and

       

      (ii) the
        making of a final payment hereunder.

       

      (b) All
        notices to the Rating Agencies provided for by this Section shall be in writing
        and sent by first class mail, telecopy or overnight courier, as
        follows:

       

      if
        to
        Fitch:

       

      Fitch
        Ratings

      One
        State Street Plaza

      New
        York, New York 10004

      Fax
        no.: (212) 908-0269

       

      if
        to
        Moody’s:

       

      Moody’s
        Investors Service, Inc.

      99
        Church
        Street

      New
        York,
        New York 10004

      Fax
        no.:  (212) 553-4392

       

      if
        to
        S&P:

       

      Standard
        & Poor’s Ratings Services, a division

      of
        The
        McGraw-Hill Companies, Inc.

      55
        Water
        Street

      New
        York,
        New York 10041

      Fax
        no.:  (212) 438-2661

       

      
        
          
          

        

        
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      (c) The
        Trust
        Administrator shall make available to the Rating Agencies each report prepared
        pursuant to Section 5.09.

       

      Section
        10.13. Counterparts.  This
        Agreement may be executed in one or more counterparts, each of which shall
        be
        deemed to be an original, and all of which together shall constitute one
        and the
        same instrument.

       

      Section
        10.14. Execution
        by the Issuing
        Entity.  It is expressly understood and agreed by the parties
        hereto that (a) this Agreement is executed and delivered by
        [______________________], not individually or personally but solely as Owner
        Trustee of the Issuing Entity, in the exercise of the powers and authority
        conferred and vested in it as trustee, (b) each of the representations,
        undertakings and agreements herein made on the part of the Issuing Entity
        is
        made and intended not as personal representations, undertakings and agreements
        by [______________________] but is made and intended for the purpose of binding
        only the Issuing Entity, (c) nothing herein contained shall be construed
        as
        creating any liability on [______________________], individually or personally,
        to perform any covenant either expressed or implied contained herein, all
        such
        liability, if any, being expressly waived by the parties hereto and by any
        person claiming by, through or under the parties hereto and (d) under no
        circumstances shall [______________________] be personally liable for the
        payment of any indebtedness or expenses of the Issuing Entity or be liable
        for
        the breach or failure of any obligation, representation, warranty or covenant
        made or undertaken by the Issuing Entity under this Agreement or any other
        document.

       


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties hereto have caused their names to be signed
        hereto
        by their respective officers hereunto duly authorized as of the day and year
        first above written.

       

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

      as
        Issuing Entity

       

      
        	
                 

              	
                By:

              	
                [_____________________________],
                  

              


      

       

      
        	
                 

              	
                not
                  in its individual capacity but solely as Owner Trustee
                  

              


      

       

      
        	
                 

              	
                By:

              	
              	
              


      

       

      
        	
                 

              	
                Name:
                  

              


      

       

      
        	
                 

              	
                Title:
                  

              


      

       

      SUNTRUST
        MORTGAGE SECURITIZATION,
        LLC,

      as
        Depositor

       

      
        	
                 

              	
                By:

              	
              	
              


      

       

      
        	
                 

              	
                Name:
                  

              


      

       

      
        	
                 

              	
                Title:
                  

              


      

       

      [________________________________],

      not
        in
        its individual capacity but solely as Indenture Trustee

       

      
        	
                 

              	
                By:

              	
              	
              


      

       

      
        	
                 

              	
                Name:
                  

              


      

       

      
        	
                 

              	
                Title:
                  

              


      

       

      


      
        	
                 

              	
                [______________________],
                  

              


      

       

      
        	
                 

              	
                as
                  Trust Administrator and Master Servicer


              


      

       

      
        	
                 

              	
                By:

              	
              	
              


      

       

      
        	
                 

              	
                Name:
                  

              


      

       

      
        	
                 

              	
                Title:
                  

              


      

       

      



      
        
          
          

        

        
          [Signature
            Page One to SunTrust 200[ ]-[ ] Transfer and Servicing
            Agreement]

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                SUNTRUST
                  MORTGAGE, INC.,
                  

              


      

       

      
        	
                 

              	
                as
                  Servicer 

              


      

       

      
        	
                 

              	
                By:

              	
              	
              


      

       

      
        	
                 

              	
                Name:
                  

              


      

       

      
        	
                 

              	
                Title:
                  

              


      

       

      
        	
                 

              	
                STB
                  REAL ESTATE (GEORGIA),
                  INC., 

              


      

       

      
        	
                 

              	
                as
                  Seller 

              


      

       

      
        	
                 

              	
                By:

              	
              	
              


      

       

      
        	
                 

              	
                Name:
                  

              


      

       

      
        	
                 

              	
                Title:
                  

              


      

       

      


       


      
        
          
          

        

        
          [Signature
            Page Two to SunTrust 200[ ]-[ ] Transfer and Servicing
            Agreement]

          
            

          

        

        
          
          

        

      


      STATE
        OF
        [_______________]                                                                           
)

      :
        ss.:

      COUNTY
        OF
        [____________]                                                                
)

      


      On
        this
        [___] day of [_____________], 200[  ], before me, personally appeared
        ______________, known to me to be a ______________
        of  [_____________________________________], a
        _________________________ that executed the within instrument, and also known
        to
        me to be the person who executed it on behalf of said corporation, and
        acknowledged to me that such corporation executed the within
        instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my
        official

       

      seal
        the
        day and year in this certificate first above written.

       

       

                                           __________________________________

      Notary
        Public

      [NOTARIAL
        SEAL]

       

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      STATE
        OF
        [_______________]                                                                           
)

      :
        ss.:

      COUNTY
        OF
        [____________]                                                                
)

      


      On
        this
        [___] day of [_____________], 200[ ], before me, personally appeared
        ______________, known to me to be a ______________
        of  [_____________________________________], a
        _________________________ that executed the within instrument, and also known
        to
        me to be the person who executed it on behalf of said corporation, and
        acknowledged to me that such corporation executed the within
        instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my
        official

       

      seal
        the
        day and year in this certificate first above written.

       

      


      


      _____________________________

      Notary
        Public

      [NOTARIAL
        SEAL]

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      STATE
        OF
        [_______________]                                                                           
)

      :
        ss.:

      COUNTY
        OF
        [____________]                                                                
)

      


      On
        this
        [___] day of [_____________], 200[ ], before me, personally appeared
        ______________, known to me to be a ______________
        of  [_____________________________________], a
        _________________________ that executed the within instrument, and also known
        to
        me to be the person who executed it on behalf of said corporation, and
        acknowledged to me that such corporation executed the within
        instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my
        official

       

      seal
        the
        day and year in this certificate first above written.

       

      


      


      _______________________________

      Notary
        Public

      [NOTARIAL
        SEAL]

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      STATE
        OF
        [_______________]                                                                           
)

      :
        ss.:

      COUNTY
        OF
        [____________]                                                                
)

      


      On
        this
        [___] day of [_____________], 200[ ], before me, personally appeared
        ______________, known to me to be a ______________
        of  [_____________________________________], a
        _________________________ that executed the within instrument, and also known
        to
        me to be the person who executed it on behalf of said corporation, and
        acknowledged to me that such corporation executed the within
        instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my
        official

       

      seal
        the
        day and year in this certificate first above written.

       

      


      


      ______________________________

      Notary
        Public

      [NOTARIAL
        SEAL]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      STATE
        OF
        [_______________]                                                                           
)

      :
        ss.:

      COUNTY
        OF
        [____________]                                                                
)

      


      On
        this
        [___] day of [_____________], 200[ ], before me, personally appeared
        ______________, known to me to be a ______________
        of  [_____________________________________], a
        _________________________ that executed the within instrument, and also known
        to
        me to be the person who executed it on behalf of said corporation, and
        acknowledged to me that such corporation executed the within
        instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my
        official

       

      seal
        the
        day and year in this certificate first above written.

       

      


      


      _____________________________

      Notary
        Public

      [NOTARIAL
        SEAL]

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      STATE
        OF
        [_______________]                                                                           
)

      :
        ss.:

      COUNTY
        OF
        [____________]                                                                
)

      


      On
        this
        [___] day of [_____________], 200[ ], before me, personally appeared
        ______________, known to me to be a ______________
        of  [_____________________________________], a
        _________________________ that executed the within instrument, and also known
        to
        me to be the person who executed it on behalf of said corporation, and
        acknowledged to me that such corporation executed the within
        instrument.

       

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my
        official

       

      seal
        the
        day and year in this certificate first above written.

       

      


      


      ______________________________

      Notary
        Public

      [NOTARIAL
        SEAL]

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-1

       

      FORM
        OF
        INITIAL CERTIFICATION

       

      _______________

      Date

      


      


      [_____________________]

      [_____________________]

      [_____________________]

      Attention:
        Corporate Trust

       

      SunTrust
        Mortgage Securitization, LLC

      [                   ]

      Attention:

      
        	
                 

              	
                Re:

              	
                Transfer
                  and Servicing Agreement (the “Transfer and Servicing Agreement”) dated as
                  of [_____________________], 200[ ] by and among SunTrust Mortgage
                  Securitization, LLC, as Depositor, [_____________________], as
                  Indenture
                  Trustee, [_____________________], as Trust Administrator and Master
                  Servicer, SunTrust [      ] Trust, Series
                  200[ ]-[__], as Issuing Entity, SunTrust Mortgage, Inc., as Servicer,
                  and
                  [_____________________] as Seller 

              


      

      


      Ladies
        and Gentlemen:

      


      In
        accordance with Section 2.02(a) of the Transfer and Servicing Agreement,
        subject
        to review of the contents thereof, the undersigned, as Custodian, hereby
        certifies that it has received the documents listed in Section 2.01(b) of
        the
        Transfer and Servicing Agreement for each Mortgage File pertaining to each
        Mortgage Loan listed on Schedule A, to the Transfer and Servicing Agreement,
        subject to any exceptions noted on Schedule I hereto.

       

      Capitalized
        words and phrases used herein and not otherwise defined herein shall have
        the
        respective meanings assigned to them in the Transfer and Servicing
        Agreement.  This certificate is subject in all respects to the terms
        of Section 2.02 of the Transfer and Servicing Agreement and
        the  sections cross-referenced therein.

       

      [Custodian]

       

                                          By:   __________________________

      Name:

      Title:


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-2

       

      FORM
        OF
        INTERIM CERTIFICATION

       

      _______________

      Date

      


      


      [_____________________]

      [_____________________]

      [_____________________]

      Attention:
        Corporate Trust

       

      SunTrust
        Mortgage Securitization, LLC

      [            ]

      Attention:

      
        	
                 

              	
                Re:

              	
                Transfer
                  and Servicing Agreement (the “Transfer and Servicing Agreement”) dated as
                  of [_____________________], 200[ ] by and among SunTrust Mortgage
                  Securitization, LLC, as Depositor, [_____________________], as
                  Indenture
                  Trustee, [_____________________], as Trust Administrator and Master
                  Servicer, SunTrust [      ] Trust, Series
                  200[ ]-[__], as Issuing Entity, SunTrust Mortgage, Inc., as Servicer,
                  and
                  STB Real Estate (Georgia), Inc., as Seller


              


      

      


      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.02(b) of the Transfer and Servicing Agreement,
        the
        undersigned, as Custodian, hereby certifies that as to each Mortgage Loan
        listed
        in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full
        or
        listed on Schedule I hereto) it (or its custodian) has received the applicable
        documents listed in Section 2.01(b) of the Transfer and Servicing
        Agreement.

       

      The
        undersigned hereby certifies that as to each Mortgage Loan identified on
        the
        Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
        hereto, it has reviewed the documents identified above and has determined
        that
        each such document appears regular on its face and appears to relate to the
        Mortgage Loan identified in such document.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the Transfer and Servicing Agreement.  This certificate is
        qualified in all respects by the terms of said Transfer and Servicing Agreement
        including, but not limited to, Section 2.02(b).

       

      [Custodian]

       

                                                            
        By: __________________________________

      Name:

      Title:


      
        
          
          

        

        
          A-2-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-3

       

      FORM
        OF
        FINAL CERTIFICATION

       

      


      _______________

      Date

      [_____________________]

      [_____________________]

      [_____________________]

      Attention:
        Corporate Trust

       

      SunTrust
        Mortgage Securitization, LLC

      [                   ]

      Attention:

      
        	
                 

              	
                Re:

              	
                Transfer
                  and Servicing Agreement (the “Transfer and Servicing Agreement”) dated as
                  of [_____________________], 200[ ] by and among SunTrust Mortgage
                  Securitization, LLC, as Depositor, [_____________________], as
                  Indenture
                  Trustee, [_____________________], as Trust Administrator and Master
                  Servicer, SunTrust [      ] Trust, Series
                  200[ ]-[__], as Issuing Entity, SunTrust Mortgage, Inc., as Servicer,
                  and
                  STB Real Estate (Georgia), Inc., as Seller


              


      

      


      Ladies
        and Gentlemen:

       

      In
        accordance with Section 2.02(d) of the Transfer and Servicing Agreement,
        the
        undersigned, as Custodian on behalf of the Indenture Trustee, hereby certifies
        that as to each Mortgage Loan listed in the Mortgage Loan Schedule (other
        than
        any Mortgage Loan paid in full or listed on Schedule I hereto) it (or its
        custodian) has received the applicable documents listed in Section 2.01(b)
        of
        the Transfer and Servicing Agreement.

       

      The
        undersigned hereby certifies that as to each Mortgage Loan identified on
        the
        Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
        hereto, it has reviewed the documents listed above and has determined that
        each
        such document appears to be complete and, based on an examination of such
        documents, the information set forth in the Mortgage Loan Schedule is
        correct.

       

      Capitalized
        words and phrases used herein shall have the respective meanings assigned
        to
        them in the Transfer and Servicing Agreement.  This certificate is
        qualified in all respects by the terms of said Transfer and Servicing
        Agreement.

       

      [Custodian]

       

      By:  __________________________

      Name:

      Title:


      
        
          
          

        

        
          A-3-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-4

       

      FORM
        OF
        ENDORSEMENT

       

      Pay
        to
        the order of [____________________], as indenture trustee (the “Indenture
        Trustee”) under the Transfer and Servicing Agreement dated as of [__________],
        200[ ] by and among SunTrust Mortgage Securitization, LLC, as Depositor,
        the
        Indenture Trustee, [____________________], as Trust Administrator and Master
        Servicer, SunTrust [      ] Trust, Series 200[
        ]-[__], as Issuing Entity, SunTrust Mortgage, Inc., as Servicer, and STB
        Real
        Estate (Georgia), Inc., as Seller, relating to SunTrust
        [      ] Trust, Series 200[ ]-[__] Mortgage-Backed
        Notes, without recourse.

       

      


       

      ____________________________________

      [current
        signatory on note]

       

      By:  ________________________________            
        

      Name:

      Title:


      
        
          
          

        

        
          A-4-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B-1

       

      FORM
        OF
        SWAP AGREEMENT

       


      
        
          
          

        

        
          B-1-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B-2

       

      [RESERVED]

       


      
        
          
          

        

        
          B-2-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

       

      FORM
        OF
        LOST NOTE AFFIDAVIT

       

      I,
        _____________________________, being duly sworn, do hereby state under oath
        that:

      
        	
                1.

              	
                I,
                  as __________________ of___________________________ (the “Company”), am
                  authorized to make this Affidavit on behalf of the Company.
                  

              


      

      
        	
                2.

              	
                The
                  Company received the following described mortgage note (the “Note”):
                  

              


      

      Loan
        No.:

      Borrower(s):

      Original
        Principal Amount:

      from
        the
        Borrower(s) to secure a Deed of Trust/Mortgage (the “Deed of Trust/Mortgage”)
        dated ______________ from the Borrower(s) to the Company.

      
        	
                3.

              	
                The
                  Company represents and warrants that it has not canceled, altered,
                  assigned, or hypothecated the Note.


              


      

      
        	
                4.

              	
                The
                  original Note, a true and correct copy of which is attached hereto,
                  was
                  not located after a thorough and diligent search, and based thereon,
                  the
                  Company declares the Note lost. 

              


      

      
        	
                5.

              	
                This
                  Affidavit is intended to be relied on by the Indenture Trustee
                  and its
                  successors and assigns. 

              


      

      
        	
                6.

              	
                The
                  Company has assigned all of its right, title and interest in the
                  Note and
                  the Deed of Trust/Mortgage to the Indenture Trustee and agrees
                  immediately
                  and without further consideration to surrender the original Note
                  to the
                  Indenture Trustee or its successor and assigns if such original
                  Note ever
                  comes into the Company’s possession, custody, or power.
                  

              


      

      
        	
                7.

              	
                The
                  Company further agrees to indemnify and hold harmless the Indenture
                  Trustee and its successors and assigns from any and all loss, liability,
                  costs, damages, reasonable attorneys’ fees and expenses without limitation
                  in connection with or arising out of the representations, warranties,
                  and
                  agreements made in this Affidavit and any claim of any nature made
                  by any
                  entity with respect to the Note. 

              


      

      
        	
                8.

              	
                The
                  Company agrees and acknowledges that this Affidavit may be presented
                  as
                  evidence of the Note, whether in any proceeding or action with
                  respect
                  thereto or otherwise, and hereby authorizes such use of this Affidavit.
                  

              


      

      
        	
                9.

              	
                The
                  representations, warranties, and agreements herein shall bind the
                  undersigned and its successors and assigns, and shall inure to
                  the benefit
                  of the Indenture Trustee and its successors and assigns.
                  

              


      


      
        
          
          

        

        
          C-1

          
            

          

        

        
          
          

        

      


       

      EXECUTED
        THIS ______  day of ____________, 200_ on behalf
        of_______________

       

      


      __________________________________________

      By:

      Its:

       

      STATE
        OF                                                      
)

      )
        ss:

      COUNTY
        OF                                                      
)

      On
        the
        _____ day of ______________, 200___, before me, _____________________, a
        notary
        public in and for said State, personally appeared ___________________________
        personally known to me (or proved to me on the basis of satisfactory evidence)
        to be the person whose name is subscribed to the within instrument and
        acknowledged to me that he/she executed the same in his/her authorized capacity,
        and that by his/her signature on the instrument, the person, or the entity
        upon
        behalf of which the person acted, executed the instrument.

       

      WITNESS
        my hand and official seal.

       

      


      _______________________________________

      Notary
        Public

      My
        Commission Expires:


      
        
          
          

        

        
          C-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        D

       

      CUSTODIAL
        AGREEMENT

       


      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        E

       

      CUSTODIAL
        ACCOUNT LETTER AGREEMENT

       

       

      ______________________

       

      To:           
        ____________________

      ____________________

      ____________________

      (the
        “Depository”)

       

      As
        Servicer under the Transfer and Servicing Agreement dated as of [____________],
        200[ ], by and among SunTrust Mortgage Securitization, LLC, as Depositor,
        you,
        as Indenture Trustee, [____________________], as Trust Administrator and
        Master
        Servicer, SunTrust [      ] Trust, Series 200[
        ]-[__], as Issuing Entity, SunTrust Mortgage, Inc., as Servicer,
        and  (the “Transfer and Servicing Agreement”), we hereby authorize and
        request you to establish an account as a Custodial Account pursuant to Section
        3.03 of the Transfer and Servicing Agreement, designated as
“[____________________] in trust for [____________________], as Indenture
        Trustee for the SunTrust [      ] Trust, Series
        200[ ]-[__].” All
        deposits in the account shall be subject to withdrawal therefrom by order
        signed
        by the Servicer.  This letter is submitted to you in
        duplicate.  Please execute and return one original to us.

       

      [______________________________]

      Servicer

      


      By:   _________________________________________                                                                    
        

      Name:

      
        	
                 

              	
                Title:
                  

              


      

      
        	
                 

              	
                Date:
                  

              


      

       

      The
        undersigned, as Depository, hereby certifies that the above described account
        has been established under Account Number _______________, at the office
        of the
        Depository indicated above, and agrees to honor withdrawals on such account
        as
        provided above.

       

      ____________________________________

      Depository

       

      By:   _____________________________________                                                             
        

      Name:

      Title:

      Date:


      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        F

       

      ESCROW
        ACCOUNT LETTER AGREEMENT

       

      ________________
        ___,
        _____

       

      To:           
        _________________

      _________________

      _________________

      (the
        “Depository”)

      As
        Servicer under the Transfer and Servicing Agreement dated as of [__________],
        200[ ], by and among SunTrust Mortgage Securitization, LLC, as Depositor,
        you,
        as Indenture Trustee, [______________], as Trust Administrator and Master
        Servicer, SunTrust [      ] Trust, Series 200[
        ]-[__], as Issuing Entity, SunTrust Mortgage, Inc., as Servicer, and STB
        Real
        Estate (Georgia), Inc., as Seller (the “Transfer and Servicing Agreement”), we
        hereby authorize and request you to establish an account, as an Escrow Account
        pursuant to Section 3.05 of the Transfer and Servicing Agreement, to be
        designated as “[______________] in trust for [______________], as Indenture
        Trustee for the SunTrust [      ] Trust, Series
        200[ ]-[__].” All
        deposits in the account shall be subject to withdrawal therefrom by order
        signed
        by the Servicer.  This
        letter is submitted to you in duplicate.  Please execute and return
        one original to us.

       

      [______________],

      Servicer

       

      By:   _____________________________________                                                                    
        

      Name:

      
        	
                 

              	
                Title:
                  

              


      

      
        	
                 

              	
                Date:
                  

              


      

       


      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      


      The
        undersigned, as Depository, hereby certifies that the above described account
        has been established under Account Number ______, at the office of the
        Depository indicated above, and agrees to honor withdrawals on such account
        as
        provided above.

       

      ____________________________________

      Depository

       

      By: ______________________________________

                                                                     
        

      Name:____________________________________

       

      Title:_____________________________________

       

      Date:_____________________________________

       

      



      
        
          
          

        

        
          F-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        G-1

       

      FORM
        OF
        MONTHLY REMITTANCE ADVICE

       

      
        	
                FIELD
                  NAME

              	
                DESCRIPTION

              	
                FORMAT

              
	
                INVNUM

              	
                INVESTOR
                  LOAN NUMBER

              	
                Number
                  no decimals

              
	
                SERVNUM

              	
                SERVICER
                  LOAN NUMBER, REQUIRED

              	
                Number
                  no decimals

              
	
                BEGSCHEDBAL

              	
                BEGINNING
                  SCHEDULED BALANCE FOR SCHED/SCHEDNumber two decimals

                BEGINNING
                  TRAIL BALANCE FOR ACTUAL/ACTUAL, REQUIRED

              	
                Number
                  two decimals

              
	
                SCHEDPRIN

              	
                SCHEDULED
                  PRINCIPAL AMOUNT FOR SCHEDULED/SCHEDULED ACTUAL PRINCIPAL COLLECTED
                  FOR
                  ACTUAL/ACTUAL, REQUIRED, .00 IF NO COLLECTIONS

              	
                Number
                  two decimals

              
	
                CURT1

              	
                CURTAILMENT
                  1 AMOUNT, .00 IF NOT APPLICABLE

              	
                Number
                  two decimals

              
	
                CURT1DATE

              	
                CURTAILMENT
                  1 DATE, BLANK IF NOT APPLICABLE

              	
                DD-MM-YY

              
	
                CURTIADJ

              	
                CURTAILMENT
                  1 ADJUSTMENT, .00 IF NOT APPLICABLE

              	
                Number
                  two decimals

              
	
                CURT2

              	
                CURTAILMENT
                  2 AMOUNT, .00 IF NOT APPLICABLE

              	
                Number
                  two decimals

              
	
                CURT2DATE

              	
                CURTAILMENT
                  2 DATE, BLANK IF NOT APPLICABLE

              	
                DD-MM-YY

              
	
                CURT2ADJ

              	
                CURTAILMENT
                  2 ADJUSTMENT, .00 IF NOT APPLICABLE

              	
                Number
                  two decimals

              
	
                LIQPRIN

              	
                PAYOFF,
                  LIQUIDATION PRINCIPAL, .00 IF NOT APPLICABLE

              	
                Number
                  two decimals

              
	
                OTHPRIN

              	
                OTHER
                  PRINCIPAL, .00 IF NOT APPLICABLE

              	
                Number
                  two decimals

              
	
                PRINREMIT

              	
                TOTAL
                  PRINCIPAL REMITTANCE AMOUNT, .00 IF NOT APPLICABLE

              	
                Number
                  two decimals

              
	
                INTREMIT

              	
                NET
                  INTEREST REMIT, INCLUDE PAYOFF INTEREST, .00 IF NOT
                  APPLICABLE

              	
                Number
                  two decimals

              
	
                TOTREMIT

              	
                TOTAL
                  REMITTANCE AMOUNT, .00 IF NOT APPLICABLE

              	
                Number
                  two decimals

              
	
                ENDSCHEDBAL

              	
                ENDING
                  SCHEDULED BALANCE FOR SCHEDULED/SCHEDULED ENDING TRIAL BALANCE
                  FOR
                  ACTUAL/ACTUAL .00 IF PAID OFF, LIQUIDATED OR FULL
                  CHARGEOFF

              	
                Number
                  two decimals

              
	
                ENDACTBAL

              	
                ENDING
                  TRIAL BALANCE

                .00
                  IF PAID OFF, LIQUIDATED OR FULL CHARGEOFF

              	
                Number
                  two decimals

              
	
                ENDDUEDATE

              	
                ENDING
                  ACTUAL DUE DATE, NOT LAST PAID INSTALLMENT

              	
                DD-MM-YY

              
	
                ACTCODE

              	
                60
                  IF PAID OFF, BLANK IF NOT APPLICABLE

              	
                Number
                  no decimals

              
	
                ACTDATE

              	
                ACTUAL
                  PAYOFF DATE, BLANK IF NOT APPLICABLE

              	
                DD-MM-YY

              


      


      
        
          
          

        

        
          G-1-1

          
            

          

        

        
          
          

        

      


      


      
        	
                INTRATE

              	
                INTEREST
                  RATE, REQUIRED

              	
                Number
                  seven decimals

              
	 	 	
                Example
                  .0700000 for 7.00%

              
	
                SFRATE.

              	
                SERVICING
                  ADMINISTRATION FEE RATE, REQUIRED

              	
                Number
                  seven decimals

              
	 	 	
                Example
                  .0025000 for .25%

              
	
                PTRATE

              	
                PASS
                  THRU RATE, REQUIRED

              	
                Number
                  seven decimals

              
	 	 	
                Example
                  .0675000 for 6.75%

              
	
                PIPMT

              	
                P&I
                  CONSTANT, REQUIRED .00 IF PAID OFF

              	
                Number
                  two decimals

              


      

      


      



      
        
          
          

        

        
          G-1-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        G-2

       

      STANDARD
        LAYOUT FOR MONTHLY DEFAULTED LOAN REPORT

       

      
        	
                1.

              	
                Deal
                  Identifier by Loan

              
	
                2.

              	
                SBO
                  Loan Number

              
	
                3.

              	
                Loan
                  Number

              
	
                4.

              	
                Investor
                  Loan Number

              
	
                5.

              	
                Street
                  Address

              
	
                6.

              	
                City

              
	
                7.

              	
                State

              
	
                8.

              	
                Zip
                  Code

              
	
                9.

              	
                Original
                  Loan Amount

              
	
                10.

              	
                Origination
                  Date

              
	
                11.

              	
                First
                  Payment Date

              
	
                12.

              	
                Current
                  Loan Amount

              
	
                13.

              	
                Current
                  Interest Rate

              
	
                14.

              	
                Current
                  P&I Payment Amount

              
	
                15.

              	
                [Reserved]

              
	
                16.

              	
                [Reserved]

              
	
                17.

              	
                Next
                  Rate Adjustment Date

              
	
                18.

              	
                Next
                  Payment Adjustment Date

              
	
                19.

              	
                Loan
                  Term

              
	
                20.

              	
                Loan
                  Type

              
	
                21.

              	
                [Reserved]

              
	
                22.

              	
                Product
                  Type

              
	
                23.

              	
                Property
                  Type

              
	
                24.

              	
                Ownership
                  Code

              
	
                25.

              	
                Actual
                  Due Date

              
	
                26.

              	
                Delinquency
                  Status

              
	
                27.

              	
                [Reserved]

              
	
                28.

              	
                FC
                  Flag

              
	
                29.

              	
                Date
                  Loan Reinstated

              
	
                30.

              	
                FC
                  Suspended Date

              
	
                31.

              	
                Reason
                  Suspended

              
	
                32.

              	
                FC
                  Start Date (referral date)

              
	
                33.

              	
                Actual
                  Notice of Intent Date

              
	
                34.

              	
                Actual
                  First Legal Date

              
	
                35.

              	
                [Reserved]

              
	
                36.

              	
                Date
                  F/C Sale Scheduled

              
	
                37.

              	
                Foreclosure
                  Actual Sale Date

              
	
                38.

              	
                Actual
                  Redemption End Date

              
	
                39.

              	
                Occupancy
                  Status

              
	
                40.

              	
                Occupancy
                  Status Date

              
	
                41.

              	
                Actual
                  Eviction Start Date

              
	
                42.

              	
                Actual
                  Eviction Complete Date

              
	
                43.

              	
                Loss
                  Mit Workstation Status

              


      


      
        
          
          

        

        
          G-2-1

          
            

          

        

        
          
          

        

      


      


      
        	
                44.

              	
                Loss
                  Mit Flag

              
	
                45.

              	
                Loss
                  Mit Type

              
	
                46.

              	
                Loss
                  Mit Start Date

              
	
                47.

              	
                Loss
                  Mit Approval Date

              
	
                48.

              	
                Loss
                  Mit Removal Date

              
	
                49.

              	
                REO
                  Flag

              
	
                50.

              	
                Actual
                  REO Start Date

              
	
                51.

              	
                REO
                  List Date

              
	
                52.

              	
                REO
                  List Price

              
	
                53.

              	
                Date
                  REO Offer Received

              
	
                54.

              	
                Date
                  REO Offer Accepted

              
	
                55.

              	
                REO
                  Scheduled Close Date

              
	
                56.

              	
                REO
                  Actual Closing Date

              
	
                57.

              	
                REO
                  Net Sales proceeds

              
	
                58.

              	
                REO
                  Sales Price

              
	
                59.

              	
                Paid
                  Off Code

              
	
                60.

              	
                Paid
                  in Full Date

              
	
                61.

              	
                MI
                  Certificate Number

              
	
                62.

              	
                [Reserved]

              
	
                63.

              	
                [Reserved]

              
	
                64.

              	
                [Reserved]

              
	
                65.

              	
                [Reserved]

              
	
                66.

              	
                [Reserved]

              
	
                67.

              	
                [Reserved]

              
	
                68.

              	
                [Reserved]

              
	
                69.

              	
                [Reserved]

              
	
                70.

              	
                [Reserved]

              
	
                71.

              	
                [Reserved]

              
	
                72.

              	
                Actual
                  Claim Filed Date

              
	
                73.

              	
                Actual
                  Claim Amount Filed

              
	
                74.

              	
                Claim
                  Amount Paid

              
	
                75.

              	
                Claim
                  Funds Received Date

              
	
                76.

              	
                Realized
                  Gain or Loss

              
	
                77.

              	
                BK
                  Flag

              
	
                78.

              	
                Bankruptcy
                  Chapter

              
	
                79.

              	
                Actual
                  Bankruptcy Start Date

              
	
                80.

              	
                Actual
                  Payment Plan Start Date

              
	
                81.

              	
                Actual
                  Payment Plan End Date

              
	
                82.

              	
                Date
                  POC Filed

              
	
                83.

              	
                Date
                  Filed Relief/Dismissal

              
	
                84.

              	
                Relief/Dismissal
                  Hearing Date

              
	
                85.

              	
                Date
                  Relief/Dismissal Granted

              
	
                86.

              	
                Post
                  Petition Due Date

              
	
                87.

              	
                Prepayment
                  Flag

              
	
                88.

              	
                Prepayment
                  Waived

              
	
                89.

              	
                Prepayment
                  Premium Collected

              


      


      
        
          
          

        

        
          G-2-2

          
            

          

        

        
          
          

        

      


      


      
        	
                90.

              	
                Partial
                  Prepayment Amount Collected

              
	
                91.

              	
                Prepayment
                  Expiration Date

              
	
                92.

              	
                Origination
                  Value Date

              
	
                93.

              	
                Origination
                  Value Source

              
	
                94.

              	
                Original
                  Value Amount

              
	
                95.

              	
                FC
                  Valuation Amount

              
	
                96.

              	
                FC
                  Valuation Source

              
	
                97.

              	
                FC
                  Valuation Date

              
	
                98.

              	
                REO
                  Value Source

              
	
                99.

              	
                REO
                  Value(As-is)

              
	
                100.

              	
                REO
                  Repaired Value

              
	
                101.

              	
                REO
                  Value Date

              
	
                102.

              	
                Investor/Security
                  Billing Date Sent

              


      

      


       

      Table:  Delinquency

      
        	
                Name

              	
                Type

              	
                Max
                  Character Size

              
	
                Servicer
                  Loan #

              	
                Number

              	
                10

              
	
                Investor
                  Loan #

              	
                Number

              	
                10

              
	
                Servicer
                  Investor #

              	
                Text

              	
                3

              
	
                Borrower
                  Name

              	
                Text

              	
                20

              
	
                Address

              	
                Text

              	
                30

              
	
                State

              	
                Text

              	
                2

              
	
                Zip

              	
                Text

              	
                5

              
	
                Due
                  Date

              	
                Date/Time

              	
                8

              
	
                Loan
                  Type

              	
                Text

              	
                8

              
	
                BK
                  Filed Date

              	
                Date/Time

              	
                8

              
	
                BK
                  Chapter

              	
                Text

              	
                6

              
	
                BK
                  Case Number

              	
                Text

              	
                30
                  Maximum

              
	
                Post
                  Petition Due

              	
                Date/Time

              	
                8

              
	
                Motion
                  for Relief

              	
                Date/Time

              	
                8

              
	
                Lift
                  of Stay

              	
                Date/Time

              	
                8

              
	
                BK
                  Discharge/Dismissal Date

              	
                Date/Time

              	
                8

              
	
                Loss
                  Mit Approval Date

              	
                Date/Time

              	
                8

              
	
                Loss
                  Mit Type

              	
                Text

              	
                5

              
	
                Loss
                  Mit Code

              	
                Number

              	
                2

              
	
                Loss
                  Mit Estimated Completion Date

              	
                Date/Time

              	
                8

              
	
                Loss
                  Mit Actual Completion Date

              	
                Date/Time

              	
                8

              
	
                FC
                  Approval Date

              	
                Date/Time

              	
                8

              
	
                File
                  Referred to Attorney

              	
                Date/Time

              	
                8

              
	
                NOD

              	
                Date/Time

              	
                8

              
	
                Complaint
                  Filed

              	
                Date/Time

              	
                8

              
	
                Scheduled
                  Sale Date

              	
                Date/Time

              	
                8

              
	
                Actual
                  Sale Date

              	
                Date/Time

              	
                8

              
	
                F/C
                  Sale Amount

              	
                Currency

              	
                8

              
	
                Eviction
                  Start Date

              	
                Date/Time

              	
                8

              


      


      
        
          
          

        

        
          G-2-3

          
            

          

        

        
          
          

        

      


      


      
        	
                Eviction
                  Completed Date

              	
                Date/Time

              	
                8

              
	
                List
                  Price

              	
                Currency

              	
                8

              
	
                List
                  Date

              	
                Date/Time

              	
                8

              
	
                Accepted
                  Offer Price

              	
                Currency

              	
                8

              
	
                Accepted
                  Offer Date

              	
                Date/Time

              	
                8

              
	
                Estimated
                  REO Closing Date

              	
                Date/Time

              	
                8

              
	
                Actual
                  REO Sale Date

              	
                Date/Time

              	
                8

              
	
                Occupant
                  Code

              	
                Text

              	
                10

              
	
                Property
                  Condition Code

              	
                Text

              	
                2

              
	
                Property
                  Inspection Date

              	
                Date/Time

              	
                8

              
	
                Property
                  Value Date

              	
                Date/Time

              	
                8

              
	
                Current
                  Property Value

              	
                Currency

              	
                8

              
	
                Repaired
                  Property Value

              	
                Currency

              	
                8

              
	
                Current
                  LTV

              	
                Currency

              	
                8

              
	
                FNMA
                  Delinquent Status Code

              	
                Text

              	
                2

              
	
                FNMA
                  Delinquent Reason Code

              	
                Text

              	
                3

              


      

       

      If
        applicable:

      
        	
                MI
                  Cancellation Date

              	
                Date/Time

              	
                8

              
	
                MI
                  Claim Filed Date

              	
                Date/Time

              	
                8

              
	
                MI
                  Claim Amount

              	
                Currency

              	
                8

              
	
                MI
                  Claim Reject Date

              	
                Date/Time

              	
                8

              
	
                MI
                  Claim Resubmit Date

              	
                Date/Time

              	
                8

              
	
                MI
                  Claim Paid Date

              	
                Date/Time

              	
                8

              
	
                MI
                  Claim Amount Paid

              	
                Currency

              	
                8

              
	
                Pool
                  Claim Filed Date

              	
                Date/Time

              	
                8

              
	
                Pool
                  Claim Amount

              	
                Currency

              	
                8

              
	
                Pool
                  Claim Reject Date

              	
                Date/Time

              	
                8

              
	
                Pool
                  Claim Paid Date

              	
                Date/Time

              	
                8

              
	
                Pool
                  Claim Amount Paid

              	
                Currency

              	
                8

              
	
                Pool
                  Claim Resubmit Date

              	
                Date/Time

              	
                8

              
	
                FHA
                  Part A Claim Filed Date

              	
                Date/Time

              	
                8

              
	
                FHA
                  Part A Claim Amount

              	
                Currency

              	
                8

              
	
                FHA
                  Part A Claim Paid Date

              	
                Date/Time

              	
                8

              
	
                FHA
                  Part A Claim Paid Amount

              	
                Currency

              	
                8

              
	
                FHA
                  Part B Claim Filed Date

              	
                Date/Time

              	
                8

              
	
                FHA
                  Part B Claim Amount

              	
                Currency

              	
                8

              
	
                FHA
                  Part B Claim Paid Date

              	
                Date/Time

              	
                8

              
	
                FHA
                  Part B Claim Paid Amount

              	
                Currency

              	
                8

              
	
                VA
                  Claim Filed Date

              	
                Date/Time

              	
                8

              
	
                VA
                  Claim Paid Date

              	
                Date/Time

              	
                8

              
	
                VA
                  Claim Paid Amount

              	
                Currency

              	
                8

              


      

      The
        Loss
        Mit Type field should show the approved Loss Mitigation
        arrangement.  The following are acceptable:

       

      •       
        ASUM-                    
Approved Assumption


      
        
          
          

        

        
          G-2-4

          
            

          

        

        
          
          

        

      


      •       
        BAP-                    
Borrower Assistance Program

      •       
        CO-                    
Charge Off

      •       
        DIL-                    
Deed-in-Lieu

      •       
        FFA-                    
Formal Forbearance Agreement

      •       
        MOD-                    
Loan Modification

      •       
        PRE-                    
Pre-Sale

      •       
        SS-                    
Short Sale

      •       
        MISC-                    
Anything else approved by the PMI or Pool Insurer

      [Master
        Servicer and Trust Administrator] will accept alternative Loss Mitigation
        Types
        to those above, provided that they are consistent with industry
        standards.  If Loss Mitigation Types other than those above are used,
        the Servicer must supply [Master Servicer and Trust Administrator] with a
        description of each of the Loss Mitigation Types prior to sending the
        file.

       


      
        
          
          

        

        
          G-2-5

          
            

          

        

        
          
          

        

      


      The
        Occupant Code field should show the current status of the
        property.  The acceptable codes are:

       

      •           
        Mortgagor

       

      •           
        Tenant

       

      •           
        Unknown

       

      •           
        Vacant

       

      The
        Property Condition field should show the last reported condition of the
        property.  The acceptable codes are:

       

      •           
        Damaged

       

      •           
        Excellent

       

      •           
        Fair

       

      •           
        Gone

       

      •           
        Good

       

      •           
        Poor

       

      •           
        Special Hazard

       

      •           
        Unknown

       

      The
        FNMA
        Delinquent Reason Code field should show the Reason for Default.  The
        following FNMA Delinquency Reason Codes to be used are below.

       

      
        	
                Delinquency
                  Code

              	
                Delinquency
                  Description

              
	
                001

              	
                FNMA-Death
                  of principal mortgagor

              
	
                002

              	
                FNMA-Illness
                  of principal mortgagor

              
	
                003

              	
                FNMA-Illness
                  of mortgagor’s family member

              
	
                004

              	
                FNMA-Death
                  of mortgagor’s family member

              
	
                005

              	
                FNMA-Marital
                  difficulties

              
	
                006

              	
                FNMA-Curtailment
                  of income

              
	
                007

              	
                FNMA-Excessive
                  Obligation

              
	
                008

              	
                FNMA-Abandonment
                  of property

              
	
                009

              	
                FNMA-Distant
                  employee transfer

              
	
                011

              	
                FNMA-Property
                  problem

              
	
                012

              	
                FNMA-Inability
                  to sell property

              
	
                013

              	
                FNMA-Inability
                  to rent property

              
	
                014

              	
                FNMA-Military
                  Service

              
	
                015

              	
                FNMA-Other

              
	
                016

              	
                FNMA-Unemployment

              
	
                017

              	
                FNMA-Business
                  failure

              
	
                019

              	
                FNMA-Casualty
                  loss

              
	
                022

              	
                FNMA-Energy
                  environment costs

              


      


      
        
          
          

        

        
          G-2-6

          
            

          

        

        
          
          

        

      


      


      
        	
                023

              	
                FNMA-Servicing
                  problems

              
	
                026

              	
                FNMA-Payment
                  adjustment

              
	
                027

              	
                FNMA-Payment
                  dispute

              
	
                029

              	
                FNMA-Transfer
                  of ownership pending

              
	
                030

              	
                FNMA-Fraud

              
	
                031

              	
                FNMA-Unable
                  to contact borrower

              
	
                INC

              	
                FNMA-Incarceration

              


      

      


      The
        FNMA
        Delinquent Status Code field should show the Status of Default.  The
        following FNMA Delinquency Status Codes to be used are below.

       

      
        	
                Status
                  Code

              	
                Status
                  Description

              
	
                09.

              	
                Forbearance

              
	
                17

              	
                Pre-foreclosure
                  Sale Closing Plan Accepted

              
	
                24

              	
                Government
                  Seizure

              
	
                26

              	
                Refinance

              
	
                27

              	
                Assumption

              
	
                28

              	
                Modification

              
	
                29

              	
                Charge-Off

              
	
                30

              	
                Third
                  Party Sale

              
	
                31

              	
                Probate

              
	
                32

              	
                Military
                  Indulgence

              
	
                43

              	
                Foreclosure
                  Started

              
	
                44

              	
                Deed-in-Lieu
                  Started

              
	
                49

              	
                Assignment
                  Completed

              
	
                61

              	
                Second
                  Lien Considerations

              
	
                62

              	
                Veteran’s
                  Affairs-No Bid

              
	
                63

              	
                Veteran’s
                  Affairs-Refund

              
	
                64

              	
                Veteran’s
                  Affairs-Buydown

              
	
                65

              	
                Chapter
                  7 Bankruptcy

              
	
                66

              	
                Chapter
                  11 Bankruptcy

              
	
                67

              	
                Chapter
                  13 Bankruptcy

              


      


      
        
          
          

        

        
          G-2-7

          
            

          

        

        
          
          

        

      


      EXHIBIT
        G-3

       

      FORM
        332 REALIZED LOSS REPORT

      [__________________]

       

      Purpose

       

      To
        provide the Servicer with a form for the calculation of any Realized Loss
        (or
        gain) as a result of a Mortgage Loan having been foreclosed and
        Liquidated.

       

      Distribution

       

      The
        Servicer will prepare the form in duplicate and send the original together
        with
        evidence of conveyance of title and appropriate supporting documentation
        to the
        Master Servicer with the Monthly Accounting Reports which supports the Mortgage
        Loan’s removal from the Mortgage Loan Activity Report.  The Servicer
        will retain the duplicate for its own records.

       

      Due
        Date

       

      With
        respect to any liquidated Mortgage Loan, the form will be submitted to the
        Master Servicer no later than the date on which statements are due to the
        Master
        Servicer under Section 4.02 of this Agreement (the “Statement Date”) in the
        month following receipt of final liquidation proceeds and supporting
        documentation relating to such liquidated Mortgage Loan; provided, that if
        such
        Statement Date is not at least 30 days after receipt of final liquidation
        proceeds and supporting documentation relating to such liquidated Mortgage
        Loan,
        then the form will be submitted on the first Statement Date occurring after
        the
        30th day following receipt of final liquidation proceeds and supporting
        documentation.

       

      Preparation
        Instructions

       

      The
        numbers on the form correspond with the numbers listed below.

       

      
        	
                1.

              	
                The
                  actual Unpaid Principal Balance of the Mortgage Loan.
                  

              


      

       

      
        	
                2.

              	
                The
                  Total Interest Due less the aggregate amount of servicing fee that
                  would
                  have been earned if all delinquent
                  payments had been made as agreed. 

              


      

       

      
        	
                3-7.

              	
                Complete
                  as necessary. All line entries must be supported by copies of appropriate
                  statements, vouchers, receipts, canceled checks, etc., to document
                  the
                  expense. Entries not properly documented will not be reimbursed
                  to the
                  Servicer. 

              


      

       

      
        	
                8.

              	
                Accrued
                  Servicing Fees based upon the Stated Principal Balance of the Mortgage
                  Loan as calculated on a monthly basis.


              


      

       

      
        	
                10.

              	
                The
                  total of lines 1 through 9.

              


      

       


      
        
          
          

        

        
          G-3-1

          
            

          

        

        
          
          

        

      


      
        	
                
                  Credits

                

              	
              


      

       

      
        	
                11-17.

              	
                Complete
                  as necessary. All line entries must be supported by copies of the
                  appropriate claims forms, statements, payment checks, etc. to document
                  the
                  credit. If the Mortgage Loan is subject to a Bankruptcy Deficiency,
                  the
                  difference between the Unpaid Principal Balance of the Note prior
                  to the
                  Bankruptcy Deficiency and the Unpaid Principal Balance as reduced
                  by the
                  Bankruptcy Deficiency should be input on line 16.
                  

              


      

       

      18.           
        The total of lines 11 through 17.

       

      Total
        Realized Loss (or
        Amount of Any Gain)

       

      
        	
                19.

              	
                The
                  total derived from subtracting line 18 from 10. If the amount represents
                  a
                  realized gain, show the amount in parenthesis ( ).
                  

              


      


      
        
          
          

        

        
          G-3-2

          
            

          

        

        
          
          

        

      


      [__________________]

       

      CALCULATION
        OF REALIZED LOSS

       

      
        


      

      [                                
        ] Trust: ___________________________

      Prepared
        by:
        _______________                                                                                                
Date:______________

      Phone:  ___________________

       

      
        	 	
                Servicer
                  Loan No.

                
                

              	 	
                Servicer
                  Name

              	 	
                Servicer
                  Address

              


      

      


      [Master
        Servicer and Trust Administrator]

      Loan
        No.
        ______________________________

      Borrower’s
        Name:

      Property

      Address:

      Liquidation
        and Acquisition Expenses:

      Actual
        Unpaid Principal Balance of Mortgage
        Loan$                                                                                                          _________(1)

      Interest
        accrued at Net
        Rate                                                                                                              _________(2)

      Attorney’s
        Fees                                                                                                                                                                         
_________(3)

      Taxes                                                                                                                             
        _________(4)

      Property
        Maintenance                                                                                                                  ________(5)

      MI/Hazard
        Insurance
        Premiums                                                                                                          ________(6)

      Hazard
        Loss
        Expenses                                                                                                                 
        ________ (7)

      Accrued
        Servicing
        Fees                                                                                                                ________(8)

      Other
        (itemize)                                                                                                                        
        ________ (9)

      ________________________________________                                                                                                           $
        _________

      ________________________________________                                                                                                           
        __________

      ________________________________________                                                                                                           
        __________

      ________________________________________                                                                                                           
        __________

      Total
        Expenses                                                                                                                                
        $________ (10)

      Credits:

      Escrow
        Balance                                                                                                                                                                            $_________ (11)

      HIP
        Refund                                                                                                                                                                                    __________(12)

      Rental
        Receipts                                                                                    
                                                                                       
__________(13)

      Hazard
        Loss
        Proceeds                                                                                                                                                                
__________ (14)

      Primary
        Mortgage Insurance
        Proceeds                                                                                    
                                              
___________(15)

      Proceeds
        from Sale of Acquired
        Property                                                                                    
                                         
___________(16)

      Other
        (itemize)                                                                                    
                                                                                       
___________(17)

      ________________________________________                                                                                                         ______________  
        

      ________________________________________                                                                                                         ______________ 
        

      Total
        Credits________________________________________                                                                                               
$___________ (18)

      Total
        Realized Loss (or of
        Gain)                                                                                                                                                                            $___________ (19)

      Data
        must
        be submitted to [Master Servicer and Trust Administrator] in an Excel
        spreadsheet format with fixed field names and data type.  The Excel
        spreadsheet should be used as a template consistently
        every month when submitting data for all loans that are 60 days + delinquent
        and/or in bankruptcy, foreclosure or REO.


      
        
          
          

        

        
          G-3-3

          
            

          

        

        
          
          

        

      


      EXHIBIT
H

       

      FORM
        OF
        BACK-UP CERTIFICATION

       

      [______________]

       

      [Name
        and
        address of

      master
        servicer]

       

      Re:           
        [name of securitization]

       

      [______________],
        as Servicer, hereby certifies to the Master Servicer, the Indenture Trustee,
        and
        the Trust Administrator  that:

       

      1.  To
        our knowledge, the information in the Annual Statement of Compliance, the
        Annual
        Independent Public Accountant’s Servicing Report and all servicing reports,
        officer’s certificates and other information relating to the servicing of the
        Mortgage Loans submitted to the Master Servicer taken as a whole, does not
        contain any untrue statement of a material fact or omit to state a material
        fact
        necessary to make the statements made, in light of the circumstances under
        which
        such statements were made, not misleading as of the last day of the period
        covered by such reports;

       

      2.  To
        our knowledge, the servicing information required to be provided to the Master
        Servicer by the Servicer under the Transfer and Servicing Agreement has been
        provided to the Master Servicer;

       

      3.  Based
        upon the review required by the Transfer and Servicing Agreement, and except
        as
        disclosed in the Annual Statement of Compliance or the Annual Independent
        Public
        Accountant’s Servicing Report, the Servicer has, as of the last day of the
        period covered by such reports fulfilled the obligations of the Servicer
        under
        the Transfer and Servicing Agreement; and

       

      4.  The
        Servicer has disclosed to the Master Servicer all significant deficiencies
        relating to the Servicer’s compliance with the minimum servicing standards in
        accordance with a review conducted in compliance with the Uniform Single
        Attestation Program for Mortgage Bankers or similar standard as set forth
        in the
        Transfer and Servicing Agreement.

       

      Capitalized
        terms used but not defined herein have the meanings ascribed to them in the
        Transfer and Servicing Agreement, dated as of [______________], 2008 (the
        “Servicing Agreement”), among SunTrust [      ]
        Trust, Series 200[ ]-[__], as issuer
        (the “Issuing
        Entity”), SunTrust Mortgage Securitization, LLC, as depositor (the “Depositor”),
        [______________], as indenture trustee (the “Indenture Trustee”), SunTrust
        Mortgage, Inc., as servicer (the “Servicer”), [________] as seller (the
“Seller”), and [______________], as master servicer (the “Master Servicer”) and
        trust administrator (the “Trust Administrator”).

       


      
        
          
          

        

        
          H-1

          
            

          

        

        
          
          

        

      


      


       

      [______________],

       

      as
        Servicer

       

      By:  ___________________          
        

       

      Name:

      Title:

      Date:

       


      
        
          
          

        

        
          H-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        I

       

      FORM
        OF
        SUBSEQUENT TRANSFER AGREEMENT

       

      SUBSEQUENT
        TRANSFER AGREEMENT (the “Agreement”), dated as of [_________], 200_, by and
        among STB Real Estate (Georgia), Inc. (the “Seller”), SunTrust Mortgage
        Securitization, LLC (the “Depositor)”, SunTrust
        [      ] Trust, Series 200[ ]-[__] (the “Trust”),
        [______________] (the “Indenture Trustee”) and [______________] (the “Trust
        Administrator”) pursuant to the Transfer and Servicing Agreement referred to
        below.

       

      WITNESSETH:

       

      WHEREAS,
        pursuant to a Transfer and Servicing Agreement (the “Transfer and Servicing
        Agreement”), dated as of [_________], 200[ ], among the Seller, the Depositor,
        the Trust, the Indenture Trustee and the Trust Administrator, the Seller
        wishes
        to convey the Subsequent Mortgage Loans (as defined below) to the Depositor,
        the
        Depositor wishes to convey the Subsequent Mortgage Loans to the Trust, and
        the
        Trust wishes to acquire the same for the consideration set forth in Section
        IV
        below; and

       

      WHEREAS,
        the Seller shall timely deliver to the Indenture Trustee, Trust Administrator
        and Depositor an Addition Notice related to such conveyance as required by
        Section 2.04 of the Transfer and Servicing Agreement;

       

      NOW
        THEREFORE, the Seller, the Depositor, the Trust, the Indenture Trustee and
        the
        Trust Administrator hereby agree as follows:

       

      Section
        I.                      
Capitalized terms used herein shall have the meanings ascribed to them in
        the
        Transfer and Servicing Agreement unless otherwise defined.

       

      “Subsequent
        Cut-off Date” shall mean, with respect to the Subsequent Mortgage Loans
        transferred hereby, [].

       

      “Subsequent
        Mortgage Loans” shall mean, for purposes of this Agreement, the Subsequent
        Mortgage Loans listed in the Subsequent Mortgage Loan Schedule attached hereto
        as Schedule I.

       

      “Subsequent
        Transfer Date” shall mean, with respect to the Subsequent Mortgage Loans
        transferred hereby, the date hereof.

       

      Section
        II.                                
Subsequent Mortgage
        Loan Schedule.  The Subsequent Mortgage Loan Schedule attached
        hereto as Schedule I is a supplement to the Initial Mortgage Loan Schedule
        attached as Schedule A to the Transfer and Servicing Agreement.  The
        Mortgage Loans listed in the Subsequent Mortgage Loan Schedule constitute
        the
        Subsequent Mortgage Loans to be transferred pursuant to this Agreement on
        the
        Subsequent Transfer Date.

       


      
        
          
          

        

        
          I-1

          
            

          

        

        
          
          

        

      


      Section
        III.                                
Transfer of Subsequent
        Mortgage Loans.  As of the related Cut-off Date, subject to and
        upon the terms and conditions set forth in Sections 2.01,2.02, 2.04, 3.01,
        3.02
        and 3.03 of the Transfer and Servicing Agreement and set forth in this
        Agreement, the Seller hereby irrevocably sells, transfers, assigns, sets
        over
        and otherwise conveys to the Depositor and the Depositor hereby irrevocably
        sells, transfers, assigns, sets over and otherwise conveys to the Trust without
        recourse other than as expressly provided herein and in the Transfer and
        Servicing Agreement, all the right, title and interest of the Seller and
        the
        Depositor in and to the (i) Subsequent Mortgage Loans including the related
        Stated Principal Balance as of the subsequent Cut-off Date, all interest
        accruing thereon after the Subsequent Cut-off Date, and all collections in
        respect of principal received after the Subsequent Cut-off Date; (ii) property
        which secured a Subsequent Mortgage Loan and which is acquired by foreclosure
        or
        in lieu of foreclosure; (iii) interest of the Seller in any insurance policies
        in respect of the Subsequent Mortgage Loans; and (iv) all proceeds of any
        of the
        foregoing.

       

      Section
        IV.                                
Representations
        and
        Warranties of the Seller and the Depositor.  (a) The Seller and
        the Depositor hereby represent and warrant to the Trust for the benefit of
        the
        Certificateholders that the representations and warranties of the Seller
        and the
        Depositor set forth in Sections , (b) and (c) of the Transfer and Servicing
        Agreement are true and correct with respect to the Seller and the Subsequent
        Mortgage Loans as of the Subsequent Transfer Date.

       

      (b)           
        The Seller hereby represents and warrants that (i) the aggregate of the Stated
        Principal Balances of the Subsequent Mortgage Loans listed on the Subsequent
        Mortgage Loan Schedule and conveyed to the Trust pursuant to this Agreement
        as
        of the Subsequent Cut-off Date is $_____________and (ii) the conditions
        precedent for the transfer of Subsequent Mortgage Loans set forth in Section
        2.04 of the Transfer and Servicing Agreement have been satisfied as of the
        Subsequent Transfer Date.

       

      (c)           
        The Seller and the Depositor hereby represent and warrant that neither the
        Seller nor the Depositor is (i) insolvent and will not be rendered insolvent
        by
        the transfer of Subsequent Mortgage Loans pursuant to this Agreement or (ii)
        aware of any pending insolvency.

       

      Section
        V.                                
Counterparts.  This
        Agreement may be executed in two or more counterparts (and by different parties
        in separate counterparts), each of which shall be an original but all of
        which
        together shall constitute one and the same instrument.

       

      Section
        VI.                                
Governing
        Law.  This Agreement shall be governed by, and construed in
        accordance with, the laws of the State of New York, and the obligations,
        rights
        and remedies of the parties hereunder shall be determined in accordance with
        such laws without regard to conflict of laws principles applied in New York
        (other than Section 5-1401 of the New York General Obligations Law which
        shall
        apply hereto).

       

      Section
        VII.  Execution by the
        Issuing
        Entity.  It is expressly understood and agreed by the parties
        hereto that (a) this Agreement is executed and delivered by “Subsequent Cut-off
        Date” shall mean, with respect to the Subsequent Mortgage Loans transferred
        hereby, [_______________], not individually or personally but solely as Owner
        Trustee of the Issuing Entity, in the exercise of the powers and authority
        conferred and vested in it as trustee, (b) each of the representations,
        undertakings and agreements

       


      
        
          
          

        

        
          I-2

          
            

          

        

        
          
          

        

      


      herein
        made on the part of the Issuing Entity is made and intended not as personal
        representations, undertakings and agreements by [_______________] but is
        made
        and intended for the purpose of binding only the Issuing Entity, (c) nothing
        herein contained shall be construed as creating any liability on
        [_______________], individually or personally, to perform any covenant either
        expressed or implied contained herein, all such liability, if any, being
        expressly waived by the parties hereto and by any person claiming by, through
        or
        under the parties hereto and (d) under no circumstances shall [_______________]
        be personally liable for the payment of any indebtedness or expenses of the
        Issuing Entity or be liable for the breach or failure of any obligation,
        representation, warranty or covenant made or undertaken by the Issuing Entity
        under this Agreement or any other document.

       

      


       


      
        
          
          

        

        
          I-3

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties hereto have caused this agreement to be executed
        by
        their respective officers thereunto authorized as of the date first written
        above.

       

      SUNTRUST
        [      ] TRUST,

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

      By:           
        [_______________],

      not
        in its individual capacity but
        solely as Owner

      Trustee

      


      By:  _________________________________________                                                                                   
        

      Name:

      Title:

       

      SUNTRUST
        MORTGAGE SECURITIZATION, LLC,

      as
        Depositor

       

      By:  __________________________________________                                                                                   
        

      Name:

      Title:

       

      [_______________],

      not
        in
        its individual capacity but solely as Indenture

      Trustee

       

      By:  ___________________________________________                                                                                  
        

      Name:

      Title:

       

      [_______________],

      as
        Trust
        Administrator and Master Servicer

       

      By:  ___________________________________________                                                                                   
        

      Name:

      Title:

       


      
        
          
          

        

        
          I-4

          
            

          

        

        
          
          

        

      


      SUNTRUST
        MORTGAGE, INC.,

       

      as
        Servicer

       

      By:  ____________________________________________                                                                                   
        

      Name:

      Title:

       

      STB
        Real
        Estate (Georgia), Inc.,

       

      as
        Seller

       

      By:_____________________________________________

                                                                                     
        Name:

      Title:

       


      
        
          
          

        

        
          I-5

          
            

          

        

        
          
          

        

      


      STATE
        OF                                           
)

      :
        ss.:

      COUNTY
        OF                                        
)

       

      On
        this
        ___ day of __________, before me, personally appeared _____________, known
        to me
        to be a _______ of
        [                                  ],
        that executed the within instrument, and also known to me to be the person
        who
        executed it on behalf of said corporation, and acknowledged to me that such
        corporation executed the within instrument.

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      _____________________________

                                                                                                                     
        Notary Public

       

      


      [NOTARIAL
        SEAL]

       


      
        
          
          

        

        
          I-6

          
            

          

        

        
          
          

        

      


      STATE
        OF                                           
)

                                                                        :
        ss.:

      COUNTY
        OF                                       
)

       

      On
        the __
        day of ____________, before me, personally appeared ____________, known to
        me to
        be a ____________ of SunTrust Mortgage Securitization, LLC, a corporation
        that
        executed the within instrument and also known to me to be the person who
        executed it on behalf of said corporation, and acknowledged to me that such
        corporation executed the within instrument.

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

      _____________________________

      Notary
        Public

      [NOTARIAL
        SEAL]


      
        
          
          

        

        
          I-7

          
            

          

        

        
          
          

        

      


      STATE
        OF                                                    
)

                  
        : ss.:

      COUNTY
        OF                                                
)

       

      On
        the __
        day of ____________, before me, a Notary Public in and for said State,
        personally appeared ____________ known to me to be a____________ of [Indenture
        Trustee], a [  ] that executed the within instrument and also known to
        me to be the person who executed it on behalf of said corporation, and
        acknowledged to me that such corporation executed the within
        instrument.

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      _____________________________

      Notary
        Public

      [NOTARIAL
        SEAL]


      
        
          
          

        

        
          I-8

          
            

          

        

        
          
          

        

      


      STATE
        OF                                                     
)

                    
        : ss.:

      COUNTY
        OF                                                  )

       

      On
        the __
        day of ____________, before me, a Notary Public in and for said State,
        personally appeared ____________ known to me to be a ____________ of [Master
        Servicer], a  [  ] that executed the within instrument and
        also known to me to be the person who executed it on behalf of said corporation,
        and acknowledged to me that such corporation executed the within
        instrument.

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

       

      _____________________________

      Notary
        Public

      [NOTARIAL
        SEAL]

       


      
        
          
          

        

        
          I-9

          
            

          

        

        
          
          

        

      


      STATE
        OF                                                      
)

                      
        : ss.:

      COUNTY
        OF                                                  
)

       

      On
        the __
        day of ____________, before me, a Notary Public in and for said State,
        personally appeared ____________ known to me to be a ____________ of SunTrust
        Mortgage, Inc., a corporation that executed the within instrument and also
        known
        to me to be the person who executed it on behalf of said corporation, and
        acknowledged to me that such corporation executed the within
        instrument.

      IN
        WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal
        the
        day and year in this certificate first above written.

      


      ___________________________

      Notary
        Public

      [NOTARIAL
        SEAL]

      


      



      
        
          
          

        

        
          I-10

          
            

          

        

        
          
          

        

      


      EXHIBIT
        J

       

      SUBSEQUENT
        MORTGAGE LOAN CRITERIA

       

      The
        obligation of the Trust to purchase Subsequent Mortgage Loans during the
        Pre-Funding Period is subject to the following requirements:

       

      
        	
                 

              	
                •

              	
                such
                  Subsequent Mortgage Loan may not be more than one calendar month
                  contractually delinquent as of the related Subsequent Cut-off Date;
                  

              


      

       

      
        	
                 

              	
                •

              	
                such
                  Subsequent Mortgage Loan may not have a final maturity date later
                  than
                  [____________]; 

              


      

       

      
        	
                 

              	
                •

              	
                the
                  remaining term to stated maturity of such Subsequent Mortgage Loan
                  will
                  not exceed 30 years; 

              


      

       

      
        	
                 

              	
                •

              	
                such
                  Subsequent Mortgage Loan will have a Mortgage Rate not less than
                  [____]%
                  per annum; 

              


      

       

      
        	
                 

              	
                •

              	
                such
                  Subsequent Mortgage Loan will not have an original loan-to-value
                  ratio
                  greater than 100%; 

              


      

       

      
        	
                 

              	
                •

              	
                such
                  Subsequent Mortgage Loan will have a principal balance not greater
                  than
                  $[__________]; 

              


      

       

      
        	
                 

              	
                •

              	
                such
                  Subsequent Mortgage Loan will be secured by a first or second lien
                  on a
                  Mortgaged Property; and 

              


      

       

      
        	
                 

              	
                •

              	
                such
                  Subsequent Mortgage Loan will be otherwise acceptable to the Rating
                  Agencies. 

              


      

       

      Following
        the purchase of such Subsequent Mortgage Loans by the Trust, the mortgage
        pool
        and each Mortgage Group will have the following characteristics (based upon
        the
        characteristics of the (a) Initial Mortgage Loans as of the Initial Cut-off
        Date
        and (b) Subsequent Mortgage Loans as of the related Subsequent Cut-off
        Date):

       

      Mortgage
        Pool

       

      
        	
                 

              	
                •

              	
                a
                  weighted average current Mortgage Rate of at least [____]% per
                  annum;
                  

              


      

       

      
        	
                 

              	
                •

              	
                a
                  weighted average remaining term to stated maturity of less than
                  360
                  months; 

              


      

       

      
        	
                 

              	
                •

              	
                a
                  weighted average original loan-to-value ratio of not more than
                  [____]%;
                  

              


      

       

      
        	
                 

              	
                •

              	
                a
                  weighted average Credit Score of at least [___]; and
                  

              


      

       

      
        	
                 

              	
                •

              	
                no
                  more than [____]% of the Mortgage Loans by Aggregate Loan Balance
                  at the
                  end of the Pre-Funding Period will be used for cash-out refinances.
                  

              


      


      
        
          
          

        

        
          J-1

          
            

          

        

        
          
          

        

      


      Group
        1

       

      
        	
                 

              	
                •

              	
                a
                  weighted average current Mortgage Rate of at least [____]% per
                  annum;
                  

              


      

       

      
        	
                 

              	
                •

              	
                a
                  weighted average remaining term to stated maturity of less than
                  360
                  months; 

              


      

       

      •              
        a weighted average original loan-to-value ratio of not more than [____]%;
        and

       

      
        	
                 

              	
                •

              	
                no
                  more than [____]% of the Group 1 Mortgage Loans by Aggregate Loan
                  Balance
                  at the end of the Pre-Funding Period will be used for cash-out
                  refinances.
                  

              


      

       

      Group
        2

       

      
        	
                 

              	
                •

              	
                a
                  weighted average current Mortgage Rate of at least [____]% per
                  annum;
                  

              


      

       

      
        	
                 

              	
                •

              	
                a
                  weighted average remaining term to stated maturity of less than
                  360
                  months; 

              


      

       

      
        	
                 

              	
                •

              	
                a
                  weighted average original loan-to-value ratio of not more than
                  [____]%;
                  and 

              


      

       

      
        	
                 

              	
                •

              	
                no
                  more than [____]% of the Group 1 Mortgage Loans by Aggregate Loan
                  Balance
                  at the end of the Pre-Funding Period will be used for cash-out
                  refinances.
                  

              


      

       


      
        
          
          

        

        
          J-2

          
            

          

        

        
          
          

        

      


      
        	
                 

              	
                EXHIBIT
                  K

              


      

       

      FANNIE
        MAE GUIDE NO. 95-19

       

      Reference

      
        	
                 

              	
                •

              	
                Selling

              	
                This
                  announcement amends the guide(s) indicated.


              


      

      
        	
                 

              	
                •

              	
                Servicing

              	
                Please
                  keep it for reference until we issue a formal change.
                  

              


      

       

      Subject                      
        “Full-File” Reporting to Credit Repositories

      Part
        IV,
        Section 107, of the servicing Guide currently requires servicers to report
        only
        90-day delinquencies to the four major credit repositories.  To ensure
        that the repositories have up-to-date information for both servicing and
        origination activity, we have decided to begin requiring ---
        as of
        the month ending March 31, 1996 -- servicers to provide the credit repositories
        a “full-file” status report for the mortgages they service for us.

       

      “Full-file”
        reporting requires that servicers submit a monthly report to each of the
        credit
        repositories to describe the exact status for each mortgage they service
        for
        us.  The status reported generally should be the one in effect as of
        the last business day of each month.  Servicers may, however, use a
        slightly later cut-off date -- for example, at the end of the first week
        of a
        month -- to assure that payment corrections, returned checks, and other
        adjustments related to the previous month’s activity can be appropriately
        reflected in their report for that month.  Statuses that must be
        reported for any given mortgage include the following:  new
        origination, current, delinquent (30-, 60-, 90-days, etc.), foreclosed, and
        charged-off.  (The credit repositories will provide the applicable
        codes for reporting these statuses to them.) A listing of each of the major
        repositories to which “full-file” status reports must be sent is
        attached.

       

      Servicers
        are responsible for the complete and accurate reporting of mortgage status
        information to the repositories and for resolving any disputes that arise
        about
        the information they report.  Servicers must respond promptly to any
        inquiries from borrowers regarding specific mortgage status information about
        them that was reported to the credit repositories.

       

      Servicers
        should contact their Customer Account Team in their lead Fannie Mae regional
        office if they have any questions about this expanded reporting
        requirement.

       

      Robert
        J.
        Engeletad

      Senior
        Vice President – Mortgage and Lender Standards

       

      11/20/95

      



      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      


      FANNIE
        MAE GUIDE 95-19

       

      ATTACHMENT
        I

      ANNOUNCEMENT

       

      Major
        Credit Repositories

       

      A
        “full-file” status report for each mortgage serviced for Fannie Mae must be sent
        to the following repositories each month (beginning with the month ending
        March
        31, 1996):

       

      Company                                                                           
        Telephone
        Number

      Consumer
        Credit Associates,
        Inc.                                  Call
        (713) 595-1190, either
        extension

      950
        Threadneedle Street, Suite
        200                                 150,
        101, or 112, for all inquiries.

      Houston,
        Texas 77079-2903

       

      Equifax                                                                               
        Members that have an account number

                                                                                                  
        may
        call their local sales representative

                                                                                                  
        or all inquiries; lenders that need to set

                                                                                                  
        up
        an account should call (800) 685-

                                                                                                  
        5000 and select the customer assistance 

                                                                                                  
        option.

       

      TRW
        Information Systems &
Services                          Call
        (800) 831-5614 for all inquiries,

      601
        TRW
        Parkway                                                             current
        members should select option 3;

      Allen,
        Texas
        75002                                                             lenders
        that need to set up an account

                                                                                                   
        should select Option 4.

       

      Trans
        Union
        Corporation                                                
Call (312) 258-1818 to get the name of

      555
        West
        Adams                                                                the
        local bureau to contact about setting

      Chicago,
        Illinois
        60661                                                       up
        an account or obtaining other

                                                                                                    
        information.

       


      
        
          
          

        

        
          Attachment
            1

          
            

          

        

        
          
          

        

      


      Exhibit
        L

       

      RELEVANT
        SERVICING CRITERIA

       


      
        
          
          

        

        
          L-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        M-1

       

      


      ADDITIONAL
        FORM 10-D DISCLOSURE

       

      


      
        	
                Item
                  on Form 10-D

              	
                Party
                  Responsible

              
	
                Item
                  1: Distribution and Pool Performance Information

                 

                
                

                Any
                  information required by 1121 which is NOT included on the Distribution
                  Date Statement

              	
                Master
                  Servicer

                Trust
                  Administrator

              
	
                Item
                  2: Legal Proceedings

                
                

                per
                  Item 1117 of Reg AB

              	
                (i)
                  All parties to the Transfer and Servicing Agreement (as to themselves),
                  (ii) the Trust Administrator as to the issuing entity, (iii) the
                  Depositor
                  as to the sponsor, any 1106(b) originator, any 1100(d)(1)
                  party

              
	
                Item
                  3:  Sale of Securities and Use of Proceeds

              	
                Depositor

              
	
                Item
                  4:  Defaults Upon Senior Securities

              	
                Trust
                  Administrator

              
	
                Item
                  5:  Submission of Matters to a Vote of Security
                  Holders

              	
                Trust
                  Administrator

              
	
                Item
                  6:  Significant Obligors of Pool Assets

              	
                Depositor

              
	
                Item
                  7:  Significant Enhancement Provider Information

              	
                Depositor

              
	
                Item
                  8:  Other Information

              	
                Any
                  party responsible for disclosure items on Form 8-K

              
	
                Item
                  9:  Exhibits

              	
                Trust
                  Administrator

              
	 	 


      


      
        
          
          

        

        
          M-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        M-2

       

      ADDITIONAL
        FORM 10-K DISCLOSURE

       

      


      
        	
                Item
                  on Form 10-K

              	
                Party
                  Responsible

              
	
                Item
                  1B: Unresolved Staff Comments

                
                

                
                

              	
                Depositor

              
	
                Item
                  9B:  Other Information

              	
                Any
                  party responsible for disclosure items on Form 8-K

              
	
                Item
                  15:  Exhibits, Financial Statement Schedules

              	
                Trust
                  Administrator

                Depositor

              
	
                Additional
                  Item:

                
                

                Disclosure
                  per Item 1117 of Reg AB

              	
                (i)
                  All parties to the Transfer and Servicing  Agreement (as to
                  themselves), (ii) the Trust Administrator as to the issuing entity,
                  (iii)
                  the Depositor as to the sponsor, any 1106(b) originator, any 1100(d)(1)
                  party

              
	
                Additional
                  Item:

                Disclosure
                  per Item 1119 of Reg AB

              	
                (i)
                  All parties to the Transfer and Servicing Agreement as to themselves,
                  (ii)
                  the Depositor as to he sponsor, originator, significant obligor,
                  enhancement or support provider

              
	
                Additional
                  Item:

                Disclosure
                  per Item 1112(b) of Reg AB

              	
                Depositor

              
	
                Additional
                  Item:

                Disclosure
                  per Items 1114(b) and 1115(b) of Reg AB

              	
                Depositor

              
	 	 


      


      
        
          
          

        

        
          M-2-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        M-3

       

      ADDITIONAL
        FORM 8-K DISCLOSURE

      


      


      
        	
                Item
                  on Form 8-K

              	
                Party
                  Responsible

              
	
                Item
                  1.01- Entry into a Material Definitive Agreement

              	
                All
                  parties

              
	
                Item
                  1.02- Termination of a Material Definitive Agreement

              	
                All
                  parties

              
	
                Item
                  1.03- Bankruptcy or Receivership

              	
                Depositor

              
	
                Item
                  2.04- Triggering Events that Accelerate or Increase a Direct Financial
                  Obligation or an Obligation under an Off-Balance Sheet
                  Arrangement

              	
                Depositor

              
	
                Item
                  3.03- Material Modification to Rights of Security Holders

              	
                Trust
                  Administrator

              
	
                Item
                  5.03- Amendments of Articles of Incorporation or Bylaws; Change
                  of Fiscal
                  Year

              	
                Depositor

              
	
                Item
                  6.01- ABS Informational and Computational Material

              	
                Depositor

              
	
                Item
                  6.02- Change of Servicer or Securities Administrator

              	
                Master
                  Servicer, Trust Administrator, Seller

              
	
                Item
                  6.03- Change in Credit Enhancement or External Support

              	
                Depositor

              
	
                Item
                  6.04- Failure to Make a Required Distribution

              	
                Trust
                  Administrator

              
	
                Item
                  6.05- Securities Act Updating Disclosure

              	
                Depositor

              
	
                Item
                  7.01- Reg FD Disclosure

              	
                Depositor

              
	
                Item
                  8.01

              	
                Depositor

              
	
                Item
                  9.01

              	
                Depositor

              
	 	 


      

      



      
        
          
          

        

        
          M-3-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        M-4

       

      ADDITIONAL
        DISCLOSURE NOTIFICATION

      


      [                   ],
        as Trust Administrator

      [           ]

      Attn:  [             ]

      


      RE:  **Additional
        Form [10-D][10-K][8-K] Disclosure** Required

      


      


      Ladies
        and
        Gentlemen:

       

      In
        accordance with Section [ ] of the Transfer and Servicing Agreement, dated
        as of
        [_______________], by and among SunTrust Mortgage Securitization, LLC, as
        Depositor, [_______________], as Master Servicer and Trust Administrator,
        SunTrust Mortgage, Inc., as Servicer, STB Real Estate (Georgia), Inc., as
        Seller
        and [_________________], as Indenture Trustee, the undersigned, as
        [          ], hereby notifies
        you that certain events have come to our attention that [will] [may] need
        to be
        disclosed on Form [10-D][10-K][8-K].

       

      Description
        of Additional
        Form [10-D][10-K][8-K] Disclosure:

       

      


       

      


       

      


       

      List
        of any Attachments
        hereto to be included in the Additional Form [10-D][10-K][8-K]
        Disclosure:

       

      


       

      


       

      


       

      Any
        inquiries related to this notification should be directed to
        [                       ],
        phone
        number:  [         ];
        email
        address:  [                   ].

       

      
        	
                 

              	
                [NAME
                  OF
                  PARTY],

              


      

         
as
        [role]

       

         
        By:   _________________________________                                                   


      Name:

      Title:


      
        
          
          

        

        
          M-4-1

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A

       

      MORTGAGE
        LOAN SCHEDULE

       


      
        
          
          

        

        
          Schedule
            A-1

          
            

          

        

        
          
          

        

      


      SCHEDULE
        A-1

       

      


      



      
        
          
          

        

        
          Schedule
            A-1-1