ex44.htm


     

                                                                                                                                                                  
Exhibit 4.4

     


    


    


    AMENDED
      AND RESTATED TRUST AGREEMENT

     

    among

     

    SUNTRUST
      MORTGAGE SECURITIZATION, LLC,

    as
      Depositor,

     

    [_____________________________],

    as
      Owner
      Trustee

     

    and

     

    [_____________________________],

    as
      Trust
      Administrator

     

    Dated
      as
      of [_____________], 200[__]

     

    SunTrust
      [__________] Trust, Series 200[ ]-[__]

    Mortgage-Backed
      Notes

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

      TABLE
        OF
        CONTENTS

       

      Page

       

       

      ARTICLE
        I

      DEFINITIONS

       

      
        	
                Section
                  1.01.

              	
                Definitions

              	
                1

              
	
                 
                  Section 1.02.

              	
                   
                  Other Definitional Provisions.

              	
                5

              
	 	 	 
	
                ARTICLE
                  II

                ORGANIZATION

                   

              	 
	
                 
                  Section 2.01.

              	
                  
                   Name

              	
                6

              
	
                 
                  Section 2.02.

              	
                   
                  Office

              	
                6

              
	
                 
                  Section 2.03.

              	
                   
                  Purpose and Powers

              	
                6

              
	
                 
                  Section 2.04.

              	
                   
                  Appointment of the Owner Trustee

              	
                6

              
	
                 
                  Section 2.05.

              	
                   
                  Initial Capital Contribution; Declaration of Trust.

              	
                7

              
	
                 
                  Section 2.06.

              	
                   
                  Issuance of Initial Certificates

              	
                7

              
	
                 
                  Section 2.07.

              	
                   
                  Liability of the Ownership Certificate Holder

              	
                7

              
	
                 
                  Section 2.08.

              	
                   
                  Situs of Trust

              	
                7

              
	
                 
                  Section 2.09.

              	
                   
                  Title to Trust Property.

              	
                8

              
	
                 
                  Section 2.10.

              	
                   
                  Representations and Warranties of the Depositor

              	
                8

              
	
                 
                  Section 2.11.

              	
                   
                  Tax Treatment

              	
                9

              
	
                Section
                  2.12.

              	
                   Investment
                  Company

              	
                9

              
	
                 

                 ARTICLE
                  III

                THE
                  CERTIFICATES AND TRANSFERS OF
                  INTERESTS

              	 
	 	 	 
	
                 
                  Section 3.01.

              	
                   
                  The Certificates

              	
                9

              
	
                 
                  Section 3.02.

              	
                   
                  Execution, Authentication and Delivery of the Certificates

              	
                10

              
	
                 
                  Section 3.03.

              	
                Registration
                  of and Limitations on Transfers and Exchanges of the
                  Certificates

              	
                10

              
	
                 
                  Section 3.04.

              	
                   
                  Lost, Stolen, Mutilated or Destroyed Certificate

              	
                13

              
	
                 
                  Section 3.05.

              	
                   
                  Persons Deemed Certificateholders

              	
                13

              
	
                 
                  Section 3.06.

              	
                   
                  Access to List of Certificateholders’ Names and Addresses

              	
                13

              
	
                 
                  Section 3.07.

              	
                   
                  [Reserved]

              	
                13

              
	
                 
                  Section 3.08.

              	
                   
                  Maintenance of Office or Agency

              	
                13

              
	
                 
                  Section 3.09.

              	
                   
                  Certificate Paying Agent.

              	
                14

              
	
                 
                  Section 3.10.

              	
                   
                  Initial Beneficiary

              	
                15

              
	 	 	 
	
                 ARTICLE
                  IV

                APPLICATION
                  OF TRUST FUINDS; CERTAIN
                  DUTIES

                 

              	 
	
                 
                  Section 4.01.

              	
                   
                  Collection Account

              	
                15

              
	
                 
                  Section 4.02.

              	
                   
                  Application of Trust Funds.

              	
                15

              
	
                 
                  Section 4.03.

              	
                   
                  Method of Payment

              	
                15

              
	
                 
                  Section 4.04.

              	
                   
                  [Reserved]

              	
                16

              


      


      
        
           

        

        
          i

          
            

          

        

        
           

        

      


      


      
        	
                 
                  Section 4.05.

              	
                   
                  Segregation of Moneys; No Interest

              	
                16

              
	 	 	 
	
                ARTICLE
                  V

                AUTHORITY
                  AND DUTIES OF THE OWNER TRUSTEE, ACTION BY CERTIFICATEHOLDERS

                 

              
	
                 
                  Section 5.01.

              	
                    General
                  Authority

              	
                16

              
	
                 
                  Section 5.02.

              	
                   
                  General Duties.

              	
                16

              
	
                 
                  Section 5.03.

              	
                   
                  Action Upon Instruction.

              	
                17

              
	
                 
                  Section 5.04.

              	
                   
                  No Duties Except as Specified under Specified Documents or in
                  Instructions

              	
                17

              
	
                 
                  Section 5.05.

              	
                   
                  Restrictions.

              	
                18

              
	
                 
                  Section 5.06.

              	
                   
                  Prior Notice to the Certificateholders with Respect to Certain
                  Matters

              	
                18

              
	
                 
                  Section 5.07.

              	
                   
                  Action by the Holder with Respect to Bankruptcy

              	
                20

              
	
                 
                  Section 5.08.

              	
                   
                  Restrictions on the Ownership Certificate Holder’s Power

              	
                21

              
	 	 	 
	
                ARTICLE
                  VI

                CONCERNING
                  THE OWNER TRUSTEE

                 

              
	
                 
                  Section 6.01.

              	
                   
                  Acceptance of Trusts and Duties

              	
                21

              
	
                 
                  Section 6.02.

              	
                   
                  Furnishing of Documents

              	
                22

              
	
                 
                  Section 6.03.

              	
                   
                  Books and Records

              	
                22

              
	
                 
                  Section 6.04.

              	
                   
                  Representations and Warranties.

              	
                22

              
	
                 
                  Section 6.05.

              	
                   
                  Reliance; Advice of Counsel.

              	
                23

              
	
                 
                  Section 6.06.

              	
                   
                  Not Acting in Individual Capacity

              	
                24

              
	
                 
                  Section 6.07.

              	
                   
                  Owner Trustee Not Liable for Certificates or Collateral

              	
                24

              
	
                 
                  Section 6.08.

              	
                   
                  Owner Trustee May Own Notes

              	
                25

              
	
                 
                  Section 6.09.

              	
                   
                  Licenses

              	
                25

              
	
                 
                  Section 6.10.

              	
                   
                  Doing Business in Other Jurisdictions

              	
                25

              
	
                 
                  Section 6.11.

              	
                   
                  Sarbanes-Oxley Act Certification

              	
                26

              
	 	 	 
	
                ARTICLE
                  VII

                INDEMNIFICATION
                  AND COMPENSATION

                 

              
	
                 
                  Section 7.01.

              	
                   
                  Trust Expenses

              	
                26

              
	
                 
                  Section 7.02.

              	
                   
                  Indemnification

              	
                26

              
	
                 
                  Section 7.03.

              	
                   
                  Compensation

              	
                26

              
	
                Section
                  7.04.

              	
                  Lien
                  on Trust Estate

              	
                26

              
	 	 	 
	
                ARTICLE
                  VIII

                TERMINATION
                  OF AGREEMENT

                 

              
	
                Section
                  8.01.

              	
                 
                  Termination of Agreement.

              	
                26

              
	 	 	 
	
                ARTICLE
                  IX

                SUCCESSOR
                  OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

                 

              
	
                 
                  Section 9.01.

              	
                   
                  Eligibility Requirements for Owner Trustee

              	
                27

              
	
                 
                  Section 9.02.

              	
                   
                  Resignation or Removal of Owner Trustee

              	
                28

              


      


      
        
           

        

        
          ii

          
            

          

        

        
           

        

      


      


      
        	
                 
                  Section 9.03.

              	
                   
                  Successor Owner Trustee

              	
                28

              
	
                 
                  Section 9.04.

              	
                   
                  Merger or Consolidation of Owner Trustee

              	
                29

              
	
                 
                  Section 9.05.

              	
                   
                  Appointment of Co-Trustee or Separate Trustee

              	
                29

              
	 	 	 
	
                ARTICLE
                  X

                MISCELLANEOUS

                 

              
	
                 
                  Section 10.01.

              	
                   
                  Supplements and Amendments

              	
                30

              
	
                 
                  Section 10.02.

              	
                   
                  No Legal Title to Trust Estate in Certificateholders

              	
                32

              
	
                 
                  Section 10.03.

              	
                   
                  Pledge of Collateral by Owner Trustee is Binding

              	
                32

              
	
                 
                  Section 10.04.

              	
                   
                  Limitations on Rights of Others

              	
                32

              
	
                 
                  Section 10.05.

              	
                   
                  Notices

              	
                32

              
	
                 
                  Section 10.06.

              	
                   
                  Severability

              	
                32

              
	
                 
                  Section 10.07.

              	
                   
                  Separate Counterparts

              	
                33

              
	
                 
                  Section 10.08.

              	
                   
                  Successors and Assigns

              	
                33

              
	
                 
                  Section 10.09.

              	
                   
                  Headings

              	
                33

              
	
                 
                  Section 10.10.

              	
                   
                  Governing Law

              	
                33

              
	
                 
                  Section 10.11.

              	
                   
                  No Petition.

              	
                33

              
	
                 
                  Section 10.12.

              	
                   
                  No Recourse

              	
                33

              
	
                Section
                  10.13.

              	
                 
                  Customer Identification

              	
                34

              
	 	 	 
	
                ARTICLE
                  XI

                OFFICERS

              
	 	 	 
	
                 
                  Section 11.01.

              	
                   
                  Appointment of Officers

              	
                34

              
	
                Section
                  11.02.

              	
                  Officers
                  to Provide Information to the Owner Trustee

              	
                34

              


      

      


      


      
        	
                Exhibit
                  A

              	
                 
                  Forms of Certificates

              
	
                Exhibit
                  B

              	
                 
                  [Reserved]

              
	
                Exhibit
                  C

              	
                 
                  Form of Certificate of Trust

              
	
                Exhibit
                  D-1

              	
                 
                  Form of Rule 144A Investment Letter

              
	
                Exhibit
                  D-2

              	
                 
                  Form of Non-Rule 144A Investment Letter

              
	
                Exhibit
                  E

              	
                 
                  Form of Certificate of Beneficial Owner

              
	
                Exhibit
                  F

              	
                 
                  Form of Representation and Warranty Regarding Transferee’s Status as a
                  REIT or Qualified REIT
                  Subsidiary

              


      


      
        
           

        

        
          iii

          
            

          

        

        
           

        

      




    This
      TRUST AGREEMENT, dated as of [_________________________________], 200[ ], is
      by
      and among SUNTRUST MORTGAGE SECURITIZATION, LLC, a Delaware limited liability
      company (the “Depositor”), [_________________], a [__________], as Owner Trustee
      (the “Owner Trustee”), and [______________], a [__________], as Trust
      Administrator (the “Trust Administrator”).

     

    WHEREAS,
      pursuant to the Transfer and Servicing Agreement, the Depositor intends to
      sell,
      transfer and assign to a Delaware statutory trust created hereunder certain
      Mortgage Loans and related assets (collectively, the “Collateral”), which
      statutory trust would then pledge such Collateral under an indenture in order
      to
      secure the issuance of its Mortgage-Backed Notes, Series 200[ ]-[__] (the
“Securities”) and its obligations under the Swap Agreement, the net proceeds of
      which would be applied toward the purchase of the Collateral.

     

    WHEREAS,
      the Depositor and the Owner Trustee entered into a Trust Agreement dated
      [__________], 200[ ] (the “Original Trust Agreement”), and filed with the
      Secretary of State of the State of Delaware a Certificate of Trust on
      [_____________, 200[ ]], creating SunTrust [_____________] Trust, Series 200[
      ]-[__] (the “Trust”).

     

    WHEREAS,
      the Depositor, the Owner Trustee and the Trust Administrator desire to enter
      into this Amended and Restated Trust Agreement in order to amend and restate
      in
      its entirety the Original Trust Agreement and to provide for the operation
      of
      the Trust upon the terms and conditions more particularly set forth
      herein.

     

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

     

    ARTICLE
      I

    DEFINITIONS

     

    Section
      1.01.                                Definitions.  For
      all purposes of this Agreement, the following terms shall have the meanings
      set
      forth below.

     

    Actual
      Knowledge:  With respect to (i) the Owner Trustee, any officer
      within the Corporate Trust Office of the Owner Trustee responsible for
      administering the Trust hereunder, or under the Operative Agreements, who has
      actual knowledge of an action taken or an action not taken with regard to the
      Trust.  Actions taken or actions not taken of which the Owner Trustee
      should have had knowledge, or has constructive knowledge, do not meet the
      definition of Actual Knowledge hereunder.  With respect to the Trust
      Administrator, any Responsible Officer of the Trust Administrator who has actual
      knowledge of an action taken or an action not taken with regard to the
      Trust.  Actions taken or actions not taken of which the Trust
      Administrator should have had knowledge, or has constructive knowledge, do
      not
      meet the definition of Actual Knowledge hereunder.

     

    Agreement
      or Trust Agreement:  This Amended and Restated Trust Agreement and
      any amendments or modifications hereof.

     

    Authorized
      Officer:  With respect to the Trust, any officer of the Owner
      Trustee who is authorized to act for the Owner Trustee in matters relating
      to
      the Trust and who is identified on

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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

     

    Bank:  [Name
      of Owner Trustee], in its individual capacity and not as Owner Trustee under
      this Agreement.

     

    Certificate:  Any
      Ownership Certificate issued pursuant to this Agreement.

     

    Certificateholder
      or Holder:  The Person in whose name a Certificate is registered
      in the Certificate Register.

     

    Certificate
      of Trust:  The Certificate of Trust to be filed by the Owner
      Trustee for the Trust pursuant to Section 3810(a) of the Delaware Trust Statute
      in the form of Exhibit C hereto.

     

    Certificate
      Paying Agent:  Initially, the Trust Administrator, in its capacity
      as Certificate Paying Agent, or any successor to the Trust Administrator in
      such
      capacity.

     

    Certificate
      Register:  The register maintained by the Certificate Registrar in
      which the Certificate Registrar shall provide for the registration of the
      Certificates and of transfers and exchanges of such Certificates.

     

    Certificate
      Registrar:  Initially, the Trust Administrator, in its capacity as
      Certificate Registrar, or any successor to the Trust Administrator in such
      capacity.

     

    Code:  The
      Internal Revenue Code of 1986, as amended.

     

    Collateral:  As
      defined in the Indenture.

     

    Corporate
      Trust Office:  With respect to (i) the Owner Trustee, the
      corporate trust administration office of the Owner Trustee located at
      [______________________], or at such other address as the Owner Trustee may
      designate by notice to the Trust Administrator, or the principal office of
      any
      successor Owner Trustee (the address (which shall be in the State of Delaware)
      of which the successor owner trustee will notify the Certificateholders); (ii)
      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 hereof for purposes of transfers
      and exchanges and for presentment and surrender of the Certificates and for
      payment thereof is located at [______________________], and for all other
      purposes is located at [_____________] (or for overnight deliveries, at
      [_____________________], [Attention:  Corporate Trust Group (SunTrust
      200[ ]-[__]))]; and (iii) 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

     


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    other
      address as the Certificate Registrar may designate from time to time by notice
      to the Securityholders and the Trust, or the principal corporate trust office
      of
      any successor Certificate Registrar at the address designated by such successor
      Certificate Registrar by notice to the Securityholders and the
      Trust.

     

    Delaware
      Trust Statute:  Chapter 38 of Title 12 of the Delaware Code, 12
      Del.C. Section 3801 et seq., as the same may be amended from time to
      time.

     

    Depositor:  SunTrust
      Mortgage Securitization, LLC, a Delaware limited liability company.

     

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

     

    Expenses:  The
      meaning specified in Section 7.02.

     

    Indenture:  The
      indenture dated as of [_____________________], 200[ ], between the Issuing
      Entity and the Indenture Trustee, as such may be amended or supplemented from
      time to time.

     

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

     

    Initial
      Holder:  [____________], or any successor in interest, in the case
      of the Ownership Certificate.

     

    Master
      Servicer:  [____________________], or any successor in
      interest.

     

    Net
      Proceeds from the Notes:  The proceeds received by the Trust from
      time to time from the issuance and sale of its Notes, less the costs and
      expenses incurred in connection with the issuance and sale of such
      Notes.

     

    Non-U.S.
      Person:  Any person other than a “United States person” as defined
      in Section 7701(a)(30) of the Code.

     

    Note:  Any
      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 or Class M7 Notes issued pursuant to the
      Indenture.

     

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

     

    Officer:  Those
      officers of the Trust referred to in Article XI.

     

    Opinion
      of Counsel:  One or more written opinions of counsel who may,
      except as otherwise expressly provided in this Agreement, be employees of or
      counsel to the Depositor and who shall be satisfactory to the Owner Trustee
      and
      the Trust Administrator, which opinion shall be addressed to the Owner Trustee,
      the Trust Administrator and each Swap Counterparty; provided,
however, that with respect to any such opinion of counsel concerning
      federal income tax or ERISA matters, such counsel must be nationally recognized
      as expert in the tax or ERISA aspects, as applicable, of asset
      securitization..

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    Original
      Trust Agreement:  As defined in the recitals hereof.

     

    Ownership
      Certificate:  An equity certificate representing a 100% undivided
      beneficial interest in the Trust in substantially the form annexed hereto as
      part of Exhibit A.

     

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

     

    Percentage
      Interest:  With respect to any Ownership Certificate, the
      percentage set forth on the face thereof.

     

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

     

    Proposer:  The
      Certificateholder making a written request pursuant to Section
      5.07.

     

    Prospective
      Holder:  Each prospective purchaser and any subsequent transferee
      of the Ownership Certificate.

     

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

     

    REIT:  A
      real estate investment trust within the meaning of Sections 856 and 857 of
      the
      Code.

     

    Responsible
      Officer:  With respect to (i) the Owner Trustee, any officer
      within the Corporate Trust Office of the Owner Trustee with direct
      responsibility for the administration of the Trust 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; and
      (ii) the Trust Administrator, any officer within the Corporate Trust Office
      of
      the Trust Administrator with direct responsibility for the administration of
      the
      Trust 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.

     

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

     

    Secretary
      of State:  The Secretary of State of the State of
      Delaware.

     

    Security:  Any
      of the Certificates or Notes.

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    Securityholder:  Any
      Certificateholder or Noteholder.

     

    Seller:  STB
      Real Estate (Georgia), Inc., a Delaware corporation.

     

    Transfer
      and Servicing Agreement:  The Transfer and Servicing Agreement
      dated as of [_____________, 200[ ], by and among the Trust, as issuing entity,
      the Depositor, the Trust Administrator, the Master Servicer, SunTrust Mortgage
      Inc., as servicer, the Seller and the Indenture Trustee, as such may be amended
      or supplemented from time to time.

     

    Trust:  The
      trust established pursuant to this Agreement which shall carry on its business
      operations under the name of “SunTrust [______________] Trust, Series
      200[  ]-[__].”

     

    Trust
      Administrator:  [____________________________], or any successor
      in interest.

     

    Section
      1.02.                                Other
      Definitional Provisions.

     

    Capitalized
      terms used herein and not defined herein shall have the same meanings assigned
      to them in the Transfer and Servicing Agreement or in the Indenture, as
      applicable.

     

    (a)           All
      terms defined in this Agreement shall have the defined meanings when used in
      any
      certificate or other document made or delivered pursuant hereto unless otherwise
      defined therein.

     

    (b)           As
      used in this Agreement and in any certificate or other document made or
      delivered pursuant hereto or thereto, accounting terms not defined in this
      Agreement or in any such certificate or other document, and accounting terms
      partly defined in this Agreement or in any such certificate or other document
      to
      the extent not defined, shall have the respective meanings given to them under
      generally accepted accounting principles.  To the extent that the
      definitions of accounting terms in this Agreement or in any such certificate
      or
      other document are inconsistent with the meanings of such terms under generally
      accepted accounting principles, the definitions contained in this Agreement
      or
      in any such certificate or other document shall control.

     

    (c)           The
      words “hereof,” “herein,” “hereunder” and words of similar import when used in
      this Agreement shall refer to this Agreement as a whole and not to any
      particular provision of this Agreement; Section and Exhibit references contained
      in this Agreement are references to Sections and Exhibits in or to this
      Agreement unless otherwise specified; and the term “including” shall mean
“including without limitation.”

     

    (d)           The
      definitions contained in this Agreement are applicable to the singular as well
      as the plural forms of such terms and to the masculine as well as the feminine
      and neuter genders of such terms.

     

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

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    ARTICLE
      II

    ORGANIZATION

     

    Section
      2.01.                                Name.  The
      trust established under this Agreement shall be referred to as “SunTrust
      [__________] Trust, Series 200[  ]-[__],” in which name the Owner
      Trustee and the Officers may conduct the activities contemplated hereby,
      including the making and executing of contracts and other instruments on behalf
      of the Trust and sue and be sued.

     

    Section
      2.02.                                Office.  The
      principal office of the Trust shall be in care of the Owner Trustee, at its
      Corporate Trust Office.  The Trust shall also have an office in care
      of the Trust Administrator at its Corporate Trust Office.

     

    Section
      2.03.                                Purpose
      and Powers.  The Trust shall have the power and authority to
      engage in any of the following activities:

     

    (a)           to
      issue the Notes pursuant to the Indenture and the Certificates pursuant to
      this
      Agreement and to sell, transfer and exchange such Notes and
      Certificates;

     

    (b)           with
      the proceeds of the sale of the Notes and the Certificates, to pay the
      organizational, start-up and transactional expenses of the Trust and to pay
      the
      balance of the Net Proceeds from the Notes to the Depositor in consideration
      of
      the transfer to the Trust of the Collateral;

     

    (c)           to
      assign, grant, transfer, pledge, mortgage and convey the Trust Estate pursuant
      to the Indenture and to hold, manage and distribute to the Certificateholders
      pursuant to the terms of the Transfer and Servicing Agreement any portion of
      the
      Collateral released from the lien of, and remitted to the Trust pursuant to,
      the
      Indenture;

     

    (d)           to
      enter into and perform its obligations under the Operative Agreements and the
      Swap Agreement to which it is to be a party;

     

    (e)           to
      engage in those activities, including entering into agreements, that are
      necessary, suitable or convenient to accomplish the foregoing or are incidental
      thereto or connected therewith; and

     

    (f)           subject
      to compliance with the Operative Agreements, to engage in such other activities
      as may be required in connection with conservation of the Trust Estate and
      the
      making of distributions and payments to the Certificateholders and the
      Noteholders.

     

    The
      Trust
      is hereby authorized to engage in the foregoing activities.  The Trust
      shall not engage in any activity other than in connection with the foregoing
      or
      other than as required or authorized by the terms of this Agreement or the
      Operative Agreements.

     

    Section
      2.04.                                Appointment
      of the Owner Trustee.  The Depositor hereby appoints the Bank to
      act as owner trustee (the “Owner Trustee”) of the Trust effective as of the date
      hereof to have all the rights, powers and duties set forth herein with respect
      to accomplishing the purposes of the Trust.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    The
      Owner
      Trustee is hereby authorized to execute this Agreement, the Indenture, the
      Transfer and Servicing Agreement and any other Operative Agreement on behalf of
      the Trust.  The Owner Trustee is hereby authorized to take all actions
      required or permitted to be taken by it in accordance with the terms of this
      Agreement.

     

    Section
      2.05.                                Initial
      Capital Contribution; Declaration of Trust.

     

    (a)           The
      Depositor hereby sells, assigns, transfers, conveys and sets over to the Trust,
      as of the date hereof, the sum of $1.  The Owner Trustee hereby
      acknowledges receipt in trust from the Depositor, as of the Closing Date, of
      the
      foregoing contribution, which shall constitute the initial corpus of the Trust
      Estate.  The Depositor shall pay organizational expenses of the Trust
      as they may arise or shall, upon the request of the Owner Trustee, promptly
      reimburse the Owner Trustee for any such expenses paid by the Owner
      Trustee.

     

    (b)           The
      Owner Trustee hereby declares that it will hold the Trust Estate in trust upon
      and subject to the conditions set forth herein for the use and benefit of the
      Certificateholders, subject to the obligations of the Trust under the Operative
      Agreements.  It is the intention of the parties hereto that the Trust
      constitute a statutory trust under the Delaware Trust Statute and that this
      Agreement constitute the governing instrument of such statutory
      trust.  No later than the Closing Date, the Owner Trustee shall cause
      the filing of the Certificate of Trust with the Secretary of
      State.  Except as otherwise provided in this Agreement, the rights of
      the Certificateholders will be those of beneficial owners of the
      Trust.

     

    Section
      2.06.                                Issuance
      of Initial Certificates.  Upon the formation of the Trust by the
      initial contribution by the Depositor pursuant to Section 2.05, the Owner
      Trustee will issue the Certificates to the Initial Holders.

     

    Section
      2.07.                                Liability
      of the Ownership Certificate Holder.  The Ownership Certificate
      Holder shall be liable directly to and shall indemnify any injured party for
      all
      losses, claims, damages, liabilities and expenses of the Trust (including
      Expenses, to the extent not paid out of the Trust Estate); provided,
however, that the Ownership Certificate Holder shall not be liable
      for
      payments required to be made to or for any losses incurred by a Noteholder
      in
      the capacity of an investor in the Notes.  In addition, any third
      party creditors of the Trust (other than in connection with the obligations
      described in the following sentence for which the Ownership Certificate Holder
      shall be liable) shall be deemed third party beneficiaries of this
      paragraph.  The Ownership Certificate Holder shall be liable for any
      entity level taxes imposed on the Trust.  The obligations of the
      Ownership Certificate Holder under this paragraph shall be evidenced by the
      Ownership Certificate.

     

    Section
      2.08.                                Situs
      of Trust.  The Trust will be located in the State of
      Delaware.  All bank accounts maintained by the Owner Trustee on behalf
      of the Trust shall be located in the States of Delaware, New York or the
      jurisdiction where the Trust Administrator maintains bank accounts with respect
      to collections on the Collateral.  The only office of the Trust will
      be as described in Section 2.02 hereof.  The Trust shall not have any
      employees; provided, however, that nothing herein shall
      restrict or prohibit the Owner Trustee from having employees within or without
      the State of Delaware.  Payments will be received by the Trust only in
      Delaware, New York, the jurisdiction in which the Trust Administrator maintains
      the Collection Account or such

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    other
      jurisdiction designated by the Depositor, and payments will be made by the
      Trust
      only from the Collection Account or from Delaware, New York or such other
      jurisdiction designated by the Depositor.

     

    Section
      2.09.                                Title
      to Trust Property.

     

    (a)           Subject
      to the Indenture, title to all of the Trust Estate shall be vested at all times
      in the Trust as a separate legal entity until this Agreement terminates pursuant
      to Article VIII hereof; provided, however, that if the laws of
      any jurisdiction require that title to any part of the Trust Estate be vested
      in
      the trustee of the Trust, then title to that part of the Trust Estate shall
      be
      deemed to be vested in the Owner Trustee or any co-trustee or separate trustee,
      as the case may be, appointed pursuant to Article IX of this
      Agreement.

     

    (b)           The
      Certificateholders shall have beneficial but not legal title to any part of
      the
      Trust Estate.  No transfer by operation of law or otherwise of any
      interest of the Certificateholders shall operate to terminate this Agreement
      or
      the trusts created hereunder or entitle any transferee to an accounting or
      to
      the transfer to it of any part of the Trust Estate.

     

    Section
      2.10.                                Representations
      and Warranties of the Depositor.  The Depositor hereby represents
      and warrants to the Owner Trustee, the Swap Counterparty and the Trust
      Administrator as of the Closing Date, as follows:

     

    (a)           The
      Depositor is duly organized and validly existing as a corporation in good
      standing under the laws of the State of Delaware, with power and authority
      to
      own its properties and to conduct its business as such properties are currently
      owned and such business is presently conducted and had at all relevant times,
      and now has, power, authority and the legal right to acquire and own the
      Mortgage Loans.

     

    (b)           The
      Depositor is duly qualified to do business as a foreign corporation in good
      standing and has obtained all necessary licenses and approvals in all
      jurisdictions in which the ownership or lease of property or the conduct of
      its
      business shall require such qualifications.

     

    (c)           The
      Depositor has the power and authority to execute and deliver any Operative
      Agreement to which it is a party and to carry out its terms; the Depositor
      has
      full power and authority to sell and assign the Collateral to be sold and
      assigned to and deposited with the Trust and the Depositor has duly authorized
      such assignment and deposit to the Trust by all necessary corporate action;
      and
      the execution, delivery and performance of this Agreement or any other Operative
      Agreement to which it is a party has been duly authorized by the Depositor
      by
      all necessary corporate action and, assuming the due authorization, execution
      and delivery of each such agreement by the other parties thereto, each such
      agreement constitutes a valid and binding obligation of the Depositor,
      enforceable against the Depositor in accordance with its terms, except as
      enforcement thereof may be subject to or limited by bankruptcy, insolvency,
      moratorium, reorganization or other similar laws relating to or affecting
      creditors’ rights generally and by general equitable principles.

     

    (d)           The
      consummation of the transactions contemplated by this Agreement and the
      fulfillment of the terms hereof and thereof do not conflict with, result in
      any
      breach of any of the terms and provisions of, or constitute (with or without
      notice or lapse of time) a default under,

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    the
      certificate of incorporation or by-laws of the Depositor, or any indenture,
      agreement or other instrument to which the Depositor is a party or by which
      it
      is bound; nor result in the creation or imposition of any lien upon any of
      its
      properties pursuant to the terms of any such indenture, agreement or other
      instrument (other than pursuant to the Operative Agreements); nor violate any
      law or, to the best of the Depositor’s knowledge, any order, rule or regulation
      applicable to the Depositor of any court or of any Federal or state regulatory
      body, administrative agency or other governmental instrumentality having
      jurisdiction over the Depositor or its properties.

     

    (e)           There
      are no proceedings or investigations, pending or, to the best knowledge of
      the
      Depositor, threatened before any court, regulatory body, administrative agency
      or other governmental instrumentality having jurisdiction over the Depositor
      or
      its properties:  (i) asserting the invalidity of this Agreement or any
      other Operative Agreement to which the Depositor is a party, (ii) seeking to
      prevent the consummation of any of the transactions contemplated by this
      Agreement or any other Operative Agreement to which the Depositor is a party
      or
      (iii) seeking any determination or ruling that might materially and adversely
      affect the performance by the Depositor of its obligations under, or the
      validity or enforceability of, this Agreement or any other Operative Agreement
      to which the Depositor is a party.

     

    (f)           The
      representations and warranties of the Depositor made pursuant to the Transfer
      and Servicing Agreement are true and correct.

     

    (g)           This
      Agreement is not required to be qualified under the Trust Indenture Act of
      1939,
      as amended, and the Trust is not required to be registered as an “investment
      company” under the Investment Company Act of 1940, as amended.

     

    Section
      2.11.                                Tax
      Treatment.  The Depositor, the Owner Trustee and the Initial
      Holder intend that the Trust be treated for federal income tax purposes as
      a
      Qualified REIT Subsidiary and agree to take no action inconsistent with such
      treatment.  The Trust Administrator will perform the calculation of
      accrual of original issue discount and the amortization of premium on the
      Securities.  The Seller will prepare and file the Trust’s income tax
      returns, if applicable, and will make any other necessary tax filings under
      the
      Code.

     

    Section
      2.12.                                Investment
      Company.  Neither the Depositor nor any holder of a Certificate
      shall take any action which would cause the Trust to become an “investment
      company” which would be required to register under the Investment Company Act of
      1940, as amended.

     

    ARTICLE
      III

    THE
      CERTIFICATES AND TRANSFERS OF INTERESTS

     

    Section
      3.01.                                The
      Certificates.  The Ownership Certificate shall initially be issued
      as a single certificate in definitive, fully registered form and shall initially
      be registered in the name of the applicable Initial Holder.  No
      Ownership Certificate shall be issued in authorized denominations of less than
      a
      100% Percentage Interest in such Certificate.  The Certificates shall
      be executed on behalf of the Trust by manual or facsimile signature of an
      Authorized Officer of the Owner Trustee and authenticated in the manner provided
      in Section 3.02.  Each Certificate bearing the manual signatures of
      individuals who were, at the time when such signatures shall

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    have
      been
      affixed, authorized to sign on behalf of the Trust, shall be validly issued
      and
      entitled to the benefit of this Agreement, notwithstanding that such individuals
      or any of them shall have ceased to be so authorized prior to the authentication
      and delivery of each such Certificate or did not hold such offices at the date
      of authentication and delivery of each such Certificate.  A Person
      shall become a Certificateholder and shall be entitled to the rights and subject
      to the obligations of a Certificateholder hereunder upon such Person’s
      acceptance of a Certificate duly registered in such Person’s name pursuant to
      Section 3.03.

     

    Section
      3.02.                                Execution,
      Authentication and Delivery of the Certificates.  Concurrently
      with the sale of the Collateral to the Trust pursuant to the Transfer and
      Servicing Agreement, the Owner Trustee shall cause the Certificates issued
      hereunder to be executed and authenticated on behalf of the Trust and
      authenticated and delivered to or upon the written order of the Depositor,
      signed by its chairman of the board, its president or any vice president,
      without further corporate action by the Depositor.  No Certificate
      shall entitle its Holder to any benefit under this Agreement or be valid for
      any
      purpose unless there shall appear on such Certificate a certificate of
      authentication substantially in the form set forth as part of Exhibit A hereto,
      executed by the Owner Trustee or the Certificate Registrar, as the Owner
      Trustee’s authenticating agent, by manual signature; such authentication shall
      constitute conclusive evidence that such Certificate shall have been duly
      authenticated and delivered hereunder.  All Certificates shall be
      dated the date of their authentication.

     

    Section
      3.03.                                Registration
      of and Limitations on Transfers and Exchanges of the
      Certificates.  The Certificate Registrar shall keep or cause to be
      kept, at the office or agency maintained pursuant to Section 3.08, a Certificate
      Register in which, subject to such reasonable regulations as it may prescribe,
      the Certificate Registrar shall provide for the registration of the Certificates
      and of transfers and exchanges of the Certificates as set forth herein;
provided, however, that no Ownership Certificate shall be
      issued in any such transfer and exchange representing less than a 100%
      Percentage Interest in such Certificate, and provided,
further, that no Ownership Certificate shall be issued in any
      such
      transfer and exchange except in accordance with the provisions and conditions
      set forth below in this Section 3.03.  The Trust Administrator shall
      be the initial Certificate Registrar.  If the Certificate Registrar
      resigns or is removed, the Owner Trustee, with the consent of the Depositor,
      shall appoint a successor Certificate Registrar.

     

    Subject
      to satisfaction of the conditions set forth below, upon surrender for
      registration of transfer of a Certificate at the office or agency maintained
      pursuant to Section 3.08, the Owner Trustee shall execute, authenticate and
      deliver (or cause the Trust Administrator as its authenticating agent to
      authenticate and deliver), in the name of the designated transferee, a new
      Certificate evidencing the Percentage Interest of the Certificate so surrendered
      and dated the date of authentication by the Owner Trustee or the Certificate
      Registrar.

     

    Every
      Certificate presented or surrendered for registration of transfer or exchange
      shall be accompanied by a written instrument of transfer in form satisfactory
      to
      the Owner Trustee and the Certificate Registrar duly executed by each
      Certificateholder or such Certificateholder’s attorney duly authorized in
      writing.  Each Certificate surrendered for registration of transfer or
      exchange shall be cancelled and subsequently disposed of by the Certificate
      Registrar in accordance with its customary practice.

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    No
      service charge shall be made for any registration of transfer or exchange of
      a
      Certificate, but the Owner Trustee or the Certificate Registrar may require
      payment of a sum sufficient to cover any tax or governmental charge that may
      be
      imposed in connection with any transfer or exchange of a Certificate or any
      other expense arising as a result of any registration of transfer or
      exchange.

     

    The
      preceding provisions of this Section notwithstanding, the Owner Trustee shall
      not make and the Certificate Registrar shall not register transfer or exchanges
      of a Certificate for a period of 15 days preceding the due date for any payment
      with respect to such Certificate.

     

    No
      transfer of a Certificate shall be made unless such transfer is exempt from
      the
      registration requirements of the Securities Act and any applicable state
      securities laws or is made in accordance with said Act and
      laws.  Except in the case of an initial transfer to an Initial Holder,
      in the event of any such transfer, the Certificate Registrar or the Depositor
      shall prior to such transfer require the transferee to execute (i) an investment
      letter (in the form attached hereto as Exhibit D-1) certifying to the Trust,
      the
      Owner Trustee, the Trust Administrator, the Certificate Registrar and the
      Depositor that such transferee is a “qualified institutional buyer” under Rule
      144A under the Securities Act, or (ii) an investment letter (in the form
      attached hereto as Exhibit D-2) certifying to the Trust, the Owner Trustee,
      the
      Trust Administrator, the Certificate Registrar and the Depositor that such
      transferee is an “accredited investor” (as defined in Rule 501(a)(1), (2), (3)
      or (7) of the Securities Act), and any expense associated with the preparation
      and execution of any such investment letter shall not be an expense of the
      Trust, the Owner Trustee, the Trust Administrator, the Certificate Registrar
      or
      the Depositor.  A Certificateholder desiring to effect the transfer of
      a Certificate shall, and does hereby agree to, indemnify the Trust, the Owner
      Trustee, the Trust Administrator, the Certificate Registrar and the Depositor
      against any and all liability that may result if the transfer is not so exempt
      or is not made in accordance with such federal and state laws.

     

    Except
      in
      the case of an initial transfer to an Initial Holder, no transfer of a
      Certificate shall be made unless the Certificate Registrar shall have received
      a
      representation letter (substantially in the form attached hereto as Exhibit
      D-1
      or D-2) from the proposed transferee of such Certificate to the effect that
      such
      proposed transferee is not an employee benefit plan or other retirement
      arrangement subject to Section 406 of ERISA, or Section 4975 of the Code or
      any
      substantially similar applicable law, or a Person acting on behalf of or using
      the assets of any such plan, which representation letter shall not be an expense
      of the Trust, the Owner Trustee, the Trust Administrator, the Certificate
      Registrar or the Depositor.  In addition, any Retained Notes will be
      subject to the same ERISA restrictions and consequences discussed above
      applicable to the Ownership Certificate unless either (a) the Retained Notes
      are
      sold or transferred to a party that is a taxable REIT subsidiary or is not
      affiliated with the owner of the Ownership Certificate and at the time of such
      sale or transfer:  (i) the owner of the Ownership Certificate is a
      Permitted Transferee; (ii) no modifications have been made to the transaction
      documents; (iii) the respective ratings of the Retained Notes as of the date
      of
      such sale or transfer are not lower than the rating of such Retained Note as
      of
      the closing date; and (iv) no adverse changes have been made to (or that would
      adversely affect the application of) the legal authorities applicable to the
      closing date tax opinion or (b) the holder of the Retained Notes otherwise
      receives a tax opinion from a law firm generally recognized to be qualified
      to
      opine concerning the tax aspects of asset securitization that (i) the Retained
      Notes “will be debt” and

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    (ii)
      after the sale or transfer, the Trust will continue to qualify as a Qualified
      REIT Subsidiary for federal income tax purposes.

     

    Prior
      to
      and as a condition of the registration of any transfer, sale or other
      disposition of the Ownership Certificate (except for any transfer, sale or
      other
      disposition which does not result in a change in the beneficial owner of the
      Ownership Certificate for federal income tax purposes), each Initial Holder
      of
      an Ownership Certificate and each Prospective Holder of an Ownership Certificate
      shall represent and warrant in writing, in the case of each Initial Holder,
      in
      substantially the form set forth in Exhibit E hereto, and in the case of each
      Prospective Holder, in substantially the form set forth in Exhibit F hereto,
      to
      the Owner Trustee, the Trust Administrator and the Certificate Registrar and
      any
      of their respective successors that:

     

    (i)           Such
      Person is duly authorized to purchase the Ownership Certificate and its purchase
      of investments having the characteristics of the Ownership Certificate is
      authorized under, and not directly or indirectly in contravention of, any law,
      charter, trust instrument or other operative document, investment guidelines
      or
      list of permissible or impermissible investments that is applicable to the
      investor;

     

    (ii)           Such
      Person understands that each holder of an Ownership Certificate, by virtue
      of
      its acceptance thereof, assents to the terms, provisions and conditions of
      the
      Agreement;

     

    (iii)           (a)
      Such Person is a REIT, a Qualified REIT Subsidiary, or an entity that is
      disregarded for federal income tax purposes that is wholly owned by a REIT
      or a
      Qualified REIT Subsidiary or (b) in the case of a Prospective Holder other
      than
      the Initial Holder, such Person is a Permitted Transferee; and

     

    (iv)           Such
      Person will only transfer the Ownership Certificate to a person that is a
      Permitted Transferee.

     

    In
      addition, any Retained Notes will be subject to the same requirements,
      restrictions and consequences discussed in the preceding sentence applicable
      to
      the Ownership Certificate unless either (a) the Retained Notes are sold or
      transferred to a party that is a taxable REIT subsidiary or is not affiliated
      with the owner of the Ownership Certificate and at the time of such sale or
      transfer: (i) the owner of the Ownership Certificate is a Permitted Transferee;
      (ii) no modifications have been made to the transaction documents; (iii) the
      respective ratings of the Retained Notes as of the date of such sale or transfer
      are not lower than the rating of such Retained Note as of the closing date;
      and
      (iv) no adverse changes have been made to (or that would adversely affect the
      application of) the legal authorities applicable to the closing date tax opinion
      or (b) the holder of the Retained Notes otherwise receives a tax opinion from
      a
      law firm generally recognized to be qualified to opine concerning the tax
      aspects of asset securitization that (i) the Retained Notes “will be debt” and
      (ii) after the sale or transfer, the Trust will continue to qualify as a
      Qualified REIT Subsidiary for federal income tax purposes.

     

    The
      Owner
      Trustee shall cause each Certificate to contain a legend, substantially similar
      to the applicable legends provided in Exhibit A hereto, stating that transfer
      of
      such Certificate is

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    subject
      to certain restrictions and referring prospective purchasers of the Certificates
      to this Section 3.03 with respect to such restrictions.

     

    Section
      3.04.                                Lost,
      Stolen, Mutilated or Destroyed Certificate.  If (a) a mutilated
      Certificate is surrendered to the Certificate Registrar, or (b) the Certificate
      Registrar receives evidence to its satisfaction that a Certificate has been
      destroyed, lost or stolen, and there is delivered to the Certificate Registrar
      proof of ownership satisfactory to the Certificate Registrar, together with
      such
      security or indemnity as required by the Certificate Registrar and the Owner
      Trustee to save each of them harmless, then in the absence of notice to the
      Certificate Registrar or the Owner Trustee that such Certificate has been
      acquired by a protected purchaser, the Owner Trustee shall execute on behalf
      of
      the Trust, and the Owner Trustee or the Certificate Registrar shall authenticate
      and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
      or stolen Certificate, a new Certificate of like tenor and Percentage
      Interest.  In connection with the issuance of any new Certificate
      under this Section 3.04, the Owner Trustee or the Certificate Registrar may
      require the payment of a sum sufficient to cover any expenses of the Owner
      Trustee or the Certificate Registrar (including any fees and expenses of
      counsel) and any tax or other governmental charge that may be imposed in
      connection therewith.  Any duplicate Certificate issued pursuant to
      this Section 3.04 shall constitute conclusive evidence of ownership in the
      Trust, as if originally issued, whether or not the lost, stolen or destroyed
      Certificate shall be found at any time.

     

    Section
      3.05.                                Persons
      Deemed Certificateholders.  Prior to due presentation of a
      Certificate for registration of transfer, the Owner Trustee, the Certificate
      Registrar or any Certificate Paying Agent may treat any Certificateholder as
      the
      owner of such Certificate for the purpose of receiving distributions pursuant
      to
      Section 4.02 and for all other purposes whatsoever, and none of the Trust,
      the
      Owner Trustee, the Certificate Registrar or any Certificate Paying Agent shall
      be bound by any notice to the contrary.

     

    Section
      3.06.                                Access
      to List of Certificateholders’ Names and Addresses.  The
      Certificate Registrar shall furnish or cause to be furnished to the Depositor
      or
      the Owner Trustee, within 15 days after receipt by the Certificate Registrar
      of
      a written request therefor from the Depositor or the Owner Trustee, in such
      form
      as the Depositor or the Owner Trustee, as the case may be, may reasonably
      require, the name and address of each Certificateholder as of the most recent
      Record Date.  A Certificateholder, by receiving and holding a
      Certificate, shall be deemed to have agreed not to hold any of the Trust, the
      Depositor, the Certificate Registrar and the Owner Trustee accountable or liable
      for damages by reason of the disclosure of its name and address, regardless
      of
      the source from which such information was derived.

     

    Section
      3.07.                                [Reserved]

     

    Section
      3.08.                                Maintenance
      of Office or Agency.  The Certificate Registrar on behalf of the
      Trust, shall maintain an office or offices or agency or agencies where the
      Certificates may be surrendered for registration of transfer or exchange and
      where notices and demands to or upon the Owner Trustee in respect of the
      Certificates and the Operative Agreements may be served.  The
      Certificate Registrar shall give the Owner Trustee prompt notice, in writing,
      of
      any such notice or demand.  The Certificate Registrar initially
      designates the Corporate Trust Office of the Trust Administrator as its office
      for such purposes.  The Certificate Registrar shall give
      prompt

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    written
      notice to the Depositor, the Owner Trustee and the Certificateholders of any
      change in the location of the Certificate Register or any such office or
      agency.

     

    Section
      3.09.                                Certificate
      Paying Agent.

     

    (a)           The
      Owner Trustee may appoint, and hereby appoints, the Trust Administrator as
      Certificate Paying Agent under this Agreement.  The Certificate Paying
      Agent shall make distributions to each Certificateholder from the Collection
      Account pursuant to Section 4.02 hereof and Sections 5.08 and 6.02 of the
      Transfer and Servicing Agreement and, upon request, shall report the amounts
      of
      such distributions to the Owner Trustee.  The Certificate Paying Agent
      shall have the revocable power to withdraw funds from the Collection Account
      for
      the purpose of making the distributions referred to above.  The Trust
      Administrator hereby accepts such appointment and further agrees that it will
      be
      bound by the provisions of this Agreement and the Transfer and Servicing
      Agreement relating to the Certificate Paying Agent and shall:

     

    (i)           hold
      all sums held by it for the payment of amounts due with respect to the
      Certificates in trust for the benefit of the Person entitled thereto until
      such
      sums shall be paid to such Person or otherwise disposed of as herein
      provided;

     

    (ii)           give
      the Owner Trustee notice of any default by the Trust of which a Responsible
      Officer of the Trust Administrator has actual knowledge in the making of any
      payment required to be made with respect to the Certificates;

     

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

     

    (iv)           immediately
      resign as Certificate Paying Agent and forthwith pay to the Owner Trustee on
      behalf of the Trust all sums held by it in trust for the payment of the
      Certificates if at any time it ceases to meet the standards under this Section
      3.09 required to be met by the Certificate Paying Agent at the time of its
      appointment; and

     

    (v)           not
      institute bankruptcy proceedings against the Trust in connection with this
      Agreement.

     

    (b)           In
      the event that the Trust Administrator shall no longer be the Certificate Paying
      Agent hereunder, the Owner Trustee, with the consent of the Depositor, shall
      appoint a successor to act as Certificate Paying Agent (which shall be a bank
      or
      trust company).  The Owner Trustee shall cause such successor
      Certificate Paying Agent or any additional Certificate Paying Agent appointed
      by
      the Owner Trustee to execute and deliver to the Owner Trustee an instrument
      in
      which such successor Certificate Paying Agent or additional Certificate Paying
      Agent shall agree with the Owner Trustee that as Certificate Paying Agent,
      such
      successor Certificate Paying Agent or additional Certificate Paying Agent will
      hold all sums, if any, held by it for payment in trust for the benefit of each
      Certificateholder entitled thereto until such sums shall be paid to such
      Certificateholder.  The Certificate Paying Agent shall return all
      unclaimed funds to the Owner Trustee, and upon removal of a Certificate Paying
      Agent, such Certificate Paying Agent shall also return all funds in its
      possession to the Owner Trustee.  The provisions of Sections 5.03,
      5.04, 6.01, 6.05, 6.07, 6.08, 7.01 and 7.02 shall apply to the Trust
      Administrator also in its

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    role
      as
      Certificate Paying Agent for so long as the Trust Administrator shall act as
      Certificate Paying Agent and, to the extent applicable, to any other Certificate
      Paying Agent appointed hereunder.  Any reference in this Agreement to
      the Certificate Paying Agent shall include any co-paying agent unless the
      context requires otherwise.

     

    Section
      3.10.                                Initial
      Beneficiary.  Upon the formation of the Trust by the contribution
      by the Depositor pursuant to Section 2.05 and until the issuance of the
      Certificates, the Depositor shall be the sole beneficiary of the
      Trust.

     

    ARTICLE
      IV

    APPLICATION
      OF TRUST FUNDS; CERTAIN DUTIES

     

    Section
      4.01.                                Collection
      Account.  All of the right, title and interest of the Trust in all
      funds on deposit from time to time in the Collection Account and in all proceeds
      thereof shall be held for the benefit of each Certificateholder and such other
      persons entitled to payments therefrom.  Except as otherwise expressly
      provided herein or in the Transfer and Servicing Agreement, the Collection
      Account shall be under the sole dominion and control of the Owner Trustee for
      the benefit of the Certificateholders.

     

    The
      Collection Account shall be subject to and established and maintained in
      accordance with the applicable provisions of the Transfer and Servicing
      Agreement and the Indenture, including, without limitation, the provisions
      of
      Sections 5.08 and 6.02 of the Transfer and Servicing Agreement regarding
      distributions from the Collection Account.

     

    Section
      4.02.                                Application
      of Trust Funds.

     

    (a)           On
      each Payment Date, the Owner Trustee shall direct the Certificate Paying Agent
      to distribute to each Certificateholder, from amounts on deposit in the
      Collection Account, the distributions as provided in Sections 5.08 and 6.02
      of
      the Transfer and Servicing Agreement with respect to such Payment
      Date.  The Owner Trustee hereby directs the Certificate Paying Agent
      to distribute on each Payment Date to each Certificateholder amounts on deposit
      in the Collection Account in accordance with Sections 5.08 and 6.02 of the
      Transfer and Servicing Agreement and the Certificate Paying Agent hereby
      acknowledges such direction.

     

    (b)           All
      payments to be made under this Agreement by the Certificate Paying Agent shall
      be made only from the income and proceeds, including Net Proceeds from the
      Notes, of the Trust Estate and only to the extent that the Certificate Paying
      Agent has received such income or proceeds.  The Bank shall not be
      liable to any Certificateholder, the Indenture Trustee or the Trust
      Administrator for any amounts payable pursuant to this Section 4.02 except
      to
      the extent that non-payment is due to the Owner Trustee’s acts or omissions
      amounting to willful misconduct or gross negligence.

     

    (c)           Distributions
      to any Certificateholder shall be subordinated to the creditors of the Trust,
      including, without limitation, the Noteholders.

     

    Section
      4.03.                                Method
      of Payment.  Subject to Section 8.01(c), distributions required to
      be made to any Certificateholder on any Payment Date as provided in Section
      4.02
      shall be made to the each Person who was a Certificateholder on the preceding
      Record Date either by wire

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    transfer,
      in immediately available funds, to the account of each such Certificateholder
      at
      a bank or other entity having appropriate facilities therefor, if such
      respective Certificateholder shall have provided to the Certificate Registrar
      appropriate written instructions at least five Business Days prior to such
      Payment Date or, if not, by check mailed to each such Certificateholder at
      the
      respective address of such Certificateholder appearing in the Certificate
      Register.

     

    Section
      4.04.                                [Reserved]

     

    Section
      4.05.                                Segregation
      of Moneys; No Interest.  Moneys received by or on behalf of the
      Owner Trustee hereunder and deposited into the Collection Account will be
      segregated except to the extent required otherwise by law or the provisions
      of
      the Transfer and Servicing Agreement.  The Owner Trustee shall not be
      liable for payment of any interest in respect of such moneys.

     

    ARTICLE
      V

    AUTHORITY
      AND DUTIES OF THE OWNER TRUSTEE; ACTION BY CERTIFICATEHOLDERS

     

    Section
      5.01.                                General
      Authority.  The Owner Trustee is authorized and directed to
      execute and deliver the Notes, the Certificates, the other Operative Agreements
      to which the Trust is to be a party, each certificate or other document attached
      as an exhibit to or contemplated by the Operative Agreements to which the Trust
      is to be a party and any amendment or other agreement or instrument described
      herein, all as approved by the Depositor, as evidenced conclusively by the
      Owner
      Trustee’s execution thereof, and, on behalf of the Trust, to direct the Trust
      Administrator to authenticate the Notes.  In addition to the
      foregoing, the Owner Trustee is authorized, but shall not be obligated, to
      take
      all actions required of the Trust pursuant to the Operative
      Agreements.

     

    Section
      5.02.                                General
      Duties.

     

    (a)           It
      shall be the duty of the Owner Trustee to discharge (or cause to be discharged)
      all of its responsibilities pursuant to the terms of this Agreement and the
      other Operative Agreements to which the Trust is a party and to administer
      the
      Trust in the interest of the Certificateholders, subject to the Operative
      Agreements and in accordance with the provisions of this
      Agreement.  Notwithstanding the foregoing, the Owner Trustee shall be
      deemed to have discharged its duties and responsibilities hereunder and under
      the Operative Agreements to the extent the Trust Administrator has agreed in
      the
      Transfer and Servicing Agreement or this Agreement, respectively, to perform
      any
      act or to discharge any duty of the Owner Trustee or the Trust hereunder or
      under any Operative Agreement, and the Owner Trustee shall not be held liable
      for the default or failure of the Trust Administrator to carry out its
      obligations under the this Agreement or the Transfer and Servicing Agreement
      or
      any other Operative Agreement, respectively; and

     

    (b)           It
      shall be the duty of the Depositor under the Transfer and Servicing Agreement
      to
      obtain and preserve the Trust’s qualification to do business in each
      jurisdiction in which such qualification is or shall be necessary to protect
      the
      validity and enforceability of the Indenture, the Notes, the Collateral and
      each
      other instrument and agreement included in the Trust Estate.

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    It
      shall
      be the duty of the Owner Trustee to cooperate with the Depositor with respect
      to
      such matters.

     

    Section
      5.03.                                Action
      Upon Instruction.

     

    (a)           Subject
      to Article V and in accordance with the terms of the Operative Agreements,
      the
      Ownership Certificate Holder may by written instruction direct the Owner Trustee
      in the management of the Trust, but only to the extent consistent with the
      limited purpose of the Trust.  Such direction may be exercised at any
      time by written instruction of the Ownership Certificate Holder pursuant to
      this
      Article V.

     

    (b)           Notwithstanding
      the foregoing, the Owner Trustee shall not be required to take any action
      hereunder or under any Operative Agreement if the Owner Trustee shall have
      reasonably determined, or shall have been advised by counsel, that such action
      is likely to result in liability on the part of the Owner Trustee or is contrary
      to the terms hereof or of any Operative Agreement or is otherwise contrary
      to
      law.

     

    (c)           Whenever
      the Owner Trustee is unable to decide between alternative courses of action
      permitted or required by the terms of this Agreement or under any other
      Operative Agreement, or in the event that the Owner Trustee is unsure as to
      the
      application of any provision of this Agreement or any other Operative Agreement
      or any such provision is ambiguous as to its application, or is, or appears
      to
      be, in conflict with any other applicable provision, or in the event that this
      Agreement permits any determination by the Owner Trustee or is silent or is
      incomplete as to the course of action that the Owner Trustee is required to
      take
      with respect to a particular set of facts, the Owner Trustee may promptly give
      notice (in such form as shall be appropriate under the circumstances) to the
      Ownership Certificate Holder requesting instruction as to the course of action
      to be adopted, and to the extent the Owner Trustee acts in good faith in
      accordance with any written instruction of the Ownership Certificate Holder,
      the
      Owner Trustee shall not be liable on account of such action to any
      Person.  If the Owner Trustee shall not have received appropriate
      instruction within 10 days of such notice (or within such shorter period of
      time
      as reasonably may be specified in such notice or may be necessary under the
      circumstances) it may, but shall be under no duty to, take or refrain from
      taking such action not inconsistent with this Agreement or any other Operative
      Agreement, as it shall deem to be in the best interests of each
      Certificateholder, and the Owner Trustee shall have no liability to any Person
      for such action or inaction.

     

    Section
      5.04.                                No
      Duties Except as Specified under Specified Documents or in
      Instructions.  The Owner Trustee shall not have any duty or
      obligation to manage, make any payment with respect to, register, record, sell,
      dispose of, or otherwise deal with the Trust Estate, or to otherwise take or
      refrain from taking any action under, or in connection with, any document
      contemplated hereby to which the Owner Trustee or the Trust is a party, except
      as expressly provided (i) in accordance with the powers granted to and the
      authority conferred upon the Owner Trustee pursuant to this Agreement, and
      (ii)
      in accordance with any document or instruction delivered to the Owner Trustee
      pursuant to Section 5.03; and no implied duties or obligations shall be read
      into this Agreement or any Operative Agreement against the Owner
      Trustee.  Without limiting the foregoing, unless specifically
      enumerated in any Operative Agreement to which the Owner Trustee is party,
      the
      Owner Trustee (i) shall have no duty or

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    obligation
      to execute, file or deliver, or cause the preparation, filing or delivery by
      other persons of, any such documents, reports, filings, instruments,
      certificates or opinions as it shall be the duty of the Trust to prepare, file
      or deliver pursuant to the Operative Agreements, (ii) shall have no duty or
      obligation to take, or refrain from taking, any action that is the duty or
      the
      obligation of the Trust pursuant to the Operative Agreements and (iii) shall
      have no duty or obligation to monitor the Trust’s duties and obligations
      pursuant to the Operative Agreements nor ensure that such duties and obligations
      are fulfilled by the Trust.  The Owner Trustee shall have no
      responsibility for filing any financing or continuation statement in any public
      office at any time or to otherwise perfect or maintain the perfection of any
      security interest or lien granted to the Trust or to prepare or file any
      Securities and Exchange Commission filing for the Trust or to record this
      Agreement or any Operative Agreement or to prepare or file any tax return for
      the Trust.  The Owner Trustee nevertheless agrees that it will, at its
      own cost and expense, promptly take all action as may be necessary to discharge
      any liens on any part of the Trust Estate that result from actions by, or claims
      against the Bank that are not related to the ownership or the administration
      of
      the Trust Estate.

     

    Section
      5.05.                                Restrictions.

     

    (a)           The
      Owner Trustee shall not take any action that is inconsistent with the purposes
      of the Trust set forth in Section 2.03.  The Ownership Certificate
      Holder shall not direct the Owner Trustee to take action that would violate
      the
      provisions of this Section 5.05.

     

    (b)           The
      Owner Trustee shall not, except as provided herein, convey or transfer any
      of
      the Trust’s properties or assets, including those included in the Trust Estate,
      to any person unless such conveyance or transfer shall not violate the
      provisions of the Indenture.

     

    Section
      5.06.                                Prior
      Notice to the Certificateholders with Respect to Certain
      Matters.  With respect to the following matters, the Owner Trustee
      shall not take action unless at least 30 days before the taking of such action,
      the Owner Trustee shall have notified each Certificateholder in writing of
      the
      proposed action and each Certificateholder shall have notified the Owner Trustee
      in writing prior to the 30th day after such notice is given that each
      Certificateholder has consented to such action or provided alternative
      direction:

     

    (a)           The
      initiation of any claim or lawsuit by the Trust (except claims or lawsuits
      brought in connection with the collection of cash distributions due and owing
      under the Collateral) and the compromise of any action, claim or lawsuit brought
      by or against the Trust (except with respect to the aforementioned claims or
      lawsuits for collection of cash distributions due and owing under the
      Collateral);

     

    (b)           the
      election by the Trust to file an amendment to the Certificate of Trust (unless
      such amendment is required to be filed under the Delaware Trust
      Statute);

     

    (c)           the
      amendment of the Indenture by a supplemental indenture or of this Agreement,
      the
      Swap Agreement or any other Operative Agreement in circumstances where the
      consent of any Noteholder is required;

     

    (d)           the
      amendment or other change of the Indenture by a supplemental indenture or of
      this Agreement or any other Operative Agreement in circumstances where the
      consent of any

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    Noteholder
      is not required and such amendment materially adversely affects the interests
      of
      any Certificateholder;

     

    (e)           the
      amendment of the Transfer and Servicing Agreement in circumstances where the
      consent of any Securityholder is required;

     

    (f)           the
      amendment, change or modification of the Transfer and Servicing Agreement,
      except to cure any ambiguity or to amend or supplement any provision in a manner
      or add any provision that would not materially and adversely affect the
      interests of any Certificateholder;

     

    (g)           the
      appointment pursuant to the Indenture of a successor Note Registrar, Paying
      Agent or Indenture Trustee or pursuant to this Agreement of a successor
      Certificate Registrar or Certificate Paying Agent or the consent to the
      assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate
      Registrar or Certificate Paying Agent of its obligations under the Indenture
      or
      this Agreement, as applicable;

     

    (h)           the
      consent to the calling or waiver of any default of any Operative
      Agreement;

     

    (i)           the
      consent to the assignment by the Indenture Trustee of its obligations under
      any
      Operative Agreement;

     

    (j)           except
      as provided in Article VIII hereof, dissolve, terminate or liquidate the Trust
      in whole or in part;

     

    (k)           the
      merger, conversion or consolidation of the Trust with or into any other entity,
      or conveyance or transfer of all or substantially all of the Trust’s assets to
      any other entity;

     

    (l)           the
      incurrence, assumption or guaranty by the Trust of any indebtedness other than
      as set forth in this Agreement;

     

    (m)           the
      taking of any action which conflicts with any Operative Agreement or would
      make
      it impossible to carry on the ordinary business of the Trust or change the
      Trust’s purpose and powers set forth in this Agreement;

     

    (n)           the
      confession of a judgment against the Trust;

     

    (o)           the
      possession of the Trust assets, or assignment of the Trust’s right to property,
      for other than a Trust purpose; or

     

    (p)           the
      lending of funds by the Trust to any entity.

     

    In
      addition, the Trust shall not commingle its assets with those of any other
      entity.  The Trust shall maintain its financial and accounting books
      and records separate from those of any other entity.  Except as
      expressly set forth herein, the Trust shall pay its indebtedness, operating
      expenses and liabilities from its own funds, and the Trust shall neither incur
      any indebtedness nor pay the indebtedness, operating expenses and liabilities
      of
      any other entity.  Except as expressly set forth herein, the Trust
      shall not engage in any dissolution, liquidation, consolidation, merger or
      sale
      of assets.  The Trust shall maintain appropriate minutes or
      other

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    records
      of all appropriate actions and shall maintain its office separate from the
      offices of the Depositor or any of its Affiliates.  The Trust shall
      not engage in any business activity in which it is not currently engaged other
      than as contemplated by the Operative Agreements and related
      documentation.  The Trust shall not form, or cause to be formed, any
      subsidiaries and shall not own or acquire any asset other than as contemplated
      by the Operative Agreements and related documentation.  Other than as
      contemplated by the Operative Agreements and related documentation, the Trust
      shall not follow the directions or instructions of the Depositor.  The
      Trust shall conduct its own business in its own name.  The Trust shall
      observe all formalities required under the Delaware Trust
      Statute.  The Trust shall not hold out its credit as being available
      to satisfy the obligations of any other person or entity.  The Trust
      shall not acquire the obligations or securities of its Affiliates or the
      Seller.  Other than as contemplated by the Operative Agreements and
      related documentation, the Trust shall not pledge its assets for the benefit
      of
      any other person or entity.  The Trust shall correct any known
      misunderstanding regarding its separate identity.  The Trust shall not
      identify itself as a division of any other person or entity.

     

    For
      accounting purposes, the Trust shall be treated as an entity separate and
      distinct from each Certificateholder.  The pricing and other material
      terms of all transactions and agreements to which the Trust is a party shall
      be
      intrinsically fair to all parties thereto.  This Agreement is and
      shall be the only agreement among the parties thereto with respect to the
      creation, operation and termination of the Trust.

     

    The
      Owner
      Trustee shall not have the power, except upon the written direction of the
      Ownership Certificate Holder, and to the extent otherwise consistent with the
      Operative Agreements, to (i) remove or replace the Indenture Trustee, or (ii)
      institute a bankruptcy against the Trust.  So long as the Indenture
      remains in effect, to the extent permitted by applicable law, the Ownership
      Certificate Holder shall have no power to commence, and shall not commence,
      any
      bankruptcy with respect to the Trust or direct the Owner Trustee to commence
      any
      bankruptcy with respect to the Trust.

     

    (q)           The
      Owner Trustee shall not have the power, except upon the written direction of
      the
      Ownership Certificate Holder, to (i) remove the Trust Administrator under the
      Transfer and Servicing Agreement pursuant to Section 7.10 thereof, (ii) appoint
      a successor Trust Administrator pursuant to Section 7.10 of the Transfer and
      Servicing Agreement, or (iii) except as expressly provided in the Indenture,
      to
      sell the Collateral after the termination of the Indenture.  The Owner
      Trustee shall take the actions referred to in the preceding sentence only upon
      written instructions signed and authorized by the Ownership Certificate
      Holder.

     

    Section
      5.07.                                Action
      by the Holder with Respect to Bankruptcy.  The Owner Trustee shall
      not have the power to commence or consent to a bankruptcy relating to the Trust
      without the prior approval of the Ownership Certificate Holder and the delivery
      to the Owner Trustee by the Ownership Certificate Holder of a certificate
      certifying that the Ownership Certificate Holder reasonably believes that the
      Trust is insolvent.  This paragraph shall survive for one year and one
      day following termination of this Agreement.  So long as the Indenture
      remains in effect, the Ownership Certificate Holder shall not have the power
      to
      institute, and shall not institute, any bankruptcy with respect to the Trust
      or
      direct the Owner Trustee to take such action.

     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    Section
      5.08.                                Restrictions
      on the Ownership Certificate Holder’s Power.  The Ownership
      Certificate Holder shall not direct the Owner Trustee to take or to refrain
      from
      taking any action if such action or inaction would be contrary to any obligation
      of the Trust or the Owner Trustee under this Agreement or any of the Operative
      Agreements or would be contrary to Section 2.03 nor shall the Owner Trustee
      be
      obligated to follow any such direction, if given.

     

    ARTICLE
      VI

    CONCERNING
      THE OWNER TRUSTEE

     

    Section
      6.01.                                Acceptance
      of Trusts and Duties.  The Owner Trustee accepts the trusts hereby
      created and agrees to perform the same but only upon the terms of this Agreement
      and the terms of the Transfer and Servicing Agreement.  The Owner
      Trustee also agrees to disburse all moneys actually received by it constituting
      part of the Trust Estate upon the terms of this Agreement.  The Bank
      shall not be answerable or accountable hereunder or under any other Operative
      Agreements under any circumstances, except (i) for its own willful misconduct,
      gross negligence or bad faith, (ii) in the case of the inaccuracy of any
      representation or warranty contained in Section 6.04, (iii) for liabilities
      arising from the failure by the Bank to perform obligations expressly undertaken
      by it in the last sentence of Section 5.04, or (iv) for taxes, fees or other
      charges based on or measured by any fees, commissions or compensation received
      by the Bank in connection with any of the transactions contemplated by this
      Agreement, any other Operative Agreements or the Notes.  In
      particular, but not by way of limitation:

     

    (a)           The
      Bank shall not be liable for any error of judgment made in good faith by a
      Responsible Officer of the Owner Trustee;

     

    (b)           The
      Bank shall not be liable with respect to any action taken or omitted to be
      taken
      by the Owner Trustee in accordance with the instructions of any
      Certificateholder;

     

    (c)           No
      provision of this Agreement shall require the Bank to expend or risk funds
      or
      otherwise incur any financial liability in the performance of any of the Owner
      Trustee’s rights or powers hereunder or under any other Operative Agreements if
      the Bank shall have reasonable grounds for believing that repayment of such
      funds or adequate indemnity against such risk or liability is not reasonably
      assured or provided to it;

     

    (d)           Under
      no circumstance shall the Bank be liable for indebtedness evidenced by or
      arising under any of the Operative Agreements, including the principal of and
      interest on the Notes;

     

    (e)           The
      Bank shall not be liable with respect to any action taken or omitted to be
      taken
      by the Depositor, the Trust Administrator, the Master Servicer, the Indenture
      Trustee, any Officer or the Certificate Paying Agent under this Agreement or
      any
      other Operative Agreement or otherwise and the Bank shall not be obligated
      to
      perform or monitor the performance of any obligations or duties under this
      Agreement or the other Operative Agreements which are to be performed by the
      Certificate Paying Agent under this Agreement, the Trust Administrator under
      the
      Transfer and Servicing, the Indenture Trustee under the Indenture or by any
      other Person under any of the Operative Agreements; and

     


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    (f)           The
      Bank shall not be responsible for or in respect of the recitals herein, the
      validity or sufficiency of this Agreement or for the due execution hereof by
      the
      Depositor or for the form, character, genuineness, sufficiency, value or
      validity of any of the Trust Estate or for or in respect of the validity or
      sufficiency of the Operative Agreements, other than the certificate of
      authentication on the Certificates, and the Bank shall in no event assume or
      incur any liability, duty or obligation to any Noteholder, the Depositor or
      to
      any Certificateholder, other than as expressly provided for herein.

     

    Section
      6.02.                                Furnishing
      of Documents.  The Owner Trustee will furnish to the Trust
      Administrator (for distribution to each Certificateholder), promptly upon
      receipt of a written request therefor, duplicates or copies of all reports,
      notices, requests, demands, certificates, financial statements and any other
      instruments furnished to the Owner Trustee hereunder or under the Operative
      Agreements unless the Trust Administrator shall have already received the
      same.

     

    Section
      6.03.                                Books
      and Records.  The Owner Trustee shall keep or cause to be kept
      proper books of record and account of all the transactions under this Agreement,
      including a record of the name and address of each
      Certificateholder.  The Owner Trustee shall be deemed to have complied
      with this Section 6.03 by the appointment of the Trust Administrator and the
      Certificate Paying Agent to perform the duties hereunder.

     

    Section
      6.04.                                Representations
      and Warranties.

     

    (a)           The
      Bank represents and warrants to the Depositor, for the benefit of each
      Certificateholder and the Swap Counterparty, as follows:

     

    (i)           the
      Bank is [_______________________________], duly organized and validly existing
      under the laws of [______________] and has the power and authority to execute,
      deliver and perform its obligations under this Agreement and (assuming due
      authorization, execution and delivery of this Agreement by the Depositor and
      Trust Administrator), has the power and authority as Owner Trustee to execute
      and deliver the Operative Agreements and to perform its obligations thereunder
      and, assuming the due authorization, execution and delivery hereof by the other
      parties hereto, this Agreement constitutes a legal, valid and binding obligation
      of the Bank or the Owner Trustee, as the case may be, enforceable against the
      Bank or the Owner Trustee, as the case may be, in accordance with its terms,
      except that (a) the enforceability thereof may be limited by bankruptcy,
      insolvency, moratorium, receivership and other similar laws relating to
      creditors’ rights generally and (b) the remedy of specific performance and
      injunctive and other forms of equitable relief may be subject to equitable
      defenses and to the discretion of the court before which any proceeding therefor
      may be brought;

     

    (ii)           the
      Bank has no reason to believe that anyone authorized to act on its behalf has
      offered any interest in and to the Trust for sale to, or solicited any offer
      to
      acquire any of the same from, anyone;

     

    (iii)           the
      execution, delivery and performance by the Bank, either in its individual
      capacity or as Owner Trustee, as the case may be, of the Operative

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    Agreements
      will not result in any violation of, or be in any conflict with, or constitute
      a
      default under any of the provisions of any indenture, mortgage, chattel
      mortgage, deed of trust, conditional sales contract, lease, note or bond
      purchase agreement, license, judgment, order or other agreement to which the
      Bank is a party or by which it or any of its properties is bound;

     

    (iv)           the
      execution and delivery by the Bank of this Agreement, and the performance of
      its
      duties as Owner Trustee hereunder, do not require the consent or approval of,
      the giving of notice to, or the registration with, or the taking of any other
      action with respect to, any governmental authority or agency of the State of
      Delaware (except as may be required by the Delaware Trust Statute);
      and

     

    (v)           there
      are no pending or, to the best of its knowledge, threatened actions or
      proceedings against the Bank before any court, administrative agency or tribunal
      which, if determined adversely to it, would materially and adversely affect
      its
      ability, either in its individual capacity or as Owner Trustee, as the case
      may
      be, to perform its obligations under this Agreement or the Operative
      Agreements.

     

    (b)           [________________________],
      as Trust Administrator, hereby represents and warrants to the Depositor, for
      the
      benefit of each Certificateholder and the Swap Counterparty, that:

     

    (i)           it
      is a [__________________], duly organized and validly existing in good standing
      under the laws of [__________], and has the power and authority to execute,
      deliver and perform its obligations under this Agreement and, assuming the
      due
      authorization, execution and delivery hereof by the other parties hereto, this
      Agreement constitutes a legal, valid and binding obligation of the Trust
      Administrator, enforceable against the Trust Administrator in accordance with
      its terms, except that (a) the enforceability thereof may be limited by
      bankruptcy, insolvency, moratorium, receivership and other similar laws relating
      to creditors’ rights generally and (b) the remedy of specific performance and
      injunctive and other forms of equitable relief may be subject to equitable
      defenses and to the discretion of the court before which any proceeding therefor
      may be brought;

     

    (ii)           it
      has taken all action necessary to authorize the execution and delivery by it
      of
      this Agreement, and this Agreement will be executed and delivered by one of
      its
      officers who is duly authorized to execute and deliver this Agreement on its
      behalf; and

     

    (iii)           neither
      the execution nor the delivery by it of this Agreement nor the consummation
      by
      it of the transactions contemplated hereby nor compliance by it with any of
      the
      terms or provisions hereof will contravene any federal, governmental rule or
      regulation governing the banking or trust powers of the Trust Administrator
      or
      any judgment or order binding on it, or constitute any default under its charter
      documents or by-laws or any indenture, mortgage, contract, agreement or
      instrument to which it is a party or by which any of its properties may be
      bound.

     

    Section
      6.05.                                Reliance;
      Advice of Counsel.

     


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    (a)           Except
      as provided in Section 6.01, the Owner Trustee shall incur no liability to
      anyone in acting upon any signature, instrument, notice, resolution, request,
      consent, order, certificate, report, opinion, bond or other document or paper
      believed by it to be genuine and believed by it to be signed by the proper
      party
      or parties.  The Owner Trustee may accept a certified copy of a
      resolution of the board of directors or other governing body of any corporate
      or
      partnership entity as conclusive evidence that such resolution has been duly
      adopted by such body and that the same is in full force and
      effect.  As to any fact or matter the manner of ascertainment of which
      is not specifically prescribed herein, the Owner Trustee may for all purposes
      hereof rely on a certificate, signed by the president or any vice president
      (or
      the general partner, in the case of a partnership) and by the treasurer or
      any
      assistant treasurer or the secretary or any assistant secretary of the relevant
      party, as to such fact or matter, and such certificate shall constitute full
      protection to the Owner Trustee for any action taken or omitted to be taken
      by
      it in good faith in reliance thereon.

     

    (b)           In
      its exercise or administration of the trusts and powers hereunder, including
      its
      obligations under Section 5.02(b), and in the performance of its duties and
      obligations under this Agreement or the other Operative Agreements, the Owner
      Trustee may employ agents and attorneys and enter into agreements (including
      the
      Transfer and Servicing Agreement) with any of them, and the Owner Trustee shall
      not be answerable for the default or misconduct of any such agents or attorneys
      if such agents or attorneys shall have been selected by the Owner Trustee with
      reasonable care.  If, and to the extent, the Seller shall have failed
      to reimburse the Owner Trustee for all reasonable expenses and indemnities
      incurred pursuant to this Section 6.05(b), as provided in Section 7.01 and
      Section 7.02, the Owner Trustee may seek reimbursement therefor from the Trust
      Estate.

     

    (c)           In
      the administration of the trusts and performance of its duties hereunder, the
      Owner Trustee may consult with counsel, accountants and other skilled Persons
      to
      be selected and employed by it, and the Owner Trustee shall not be liable for
      anything done, suffered or omitted in good faith by it in accordance with the
      reasonable advice or opinion of any such counsel, accountants or other skilled
      Persons.  If, and to the extent, the Seller shall have failed to
      reimburse the Owner Trustee for all reasonable expenses and indemnities incurred
      pursuant to this Section 6.05(c), as provided in Section 7.01 and Section 7.02,
      the Owner Trustee may seek reimbursement therefor from the Trust
      Estate.

     

    Section
      6.06.                                Not
      Acting in Individual Capacity.  Except as provided in this Article
      VI, in accepting the trusts hereby created the Owner Trustee acts solely as
      trustee hereunder and not in its individual capacity, and all persons having
      any
      claim against the Owner Trustee by reason of the transactions contemplated
      by
      the Operative Agreements shall look only to the Trust Estate for payment or
      satisfaction thereof.

     

    Section
      6.07.                                Owner
      Trustee Not Liable for Certificates or Collateral.  The recitals
      contained herein and in the Certificates (other than the signatures and
      countersignatures of the Owner Trustee on the Certificates) shall be taken
      as
      the statements of the Depositor, and the Owner Trustee assumes no responsibility
      for the correctness thereof.  The Owner Trustee makes no
      representations as to the validity or sufficiency of this Agreement, of any
      Operative Agreement or of the Certificates (other than the signatures and
      countersignatures of the Owner Trustee on the Certificates) or the Notes, or
      of
      any Collateral or related documents.  The Owner

     


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    Trustee
      shall at no time have any responsibility or liability for or with respect to
      the
      legality, validity and enforceability of any Collateral, or the perfection
      and
      priority of any security interest created by any Collateral or the maintenance
      of any such perfection and priority, or for or with respect to the sufficiency
      of the Trust Estate or its ability to generate the payments to be distributed
      to
      Certificateholders under this Agreement or the Noteholders under the Indenture,
      including, without limitation:  the existence, condition and ownership
      of any Collateral; the existence and enforceability of any insurance thereon;
      the existence and contents of any Collateral on any computer or other record
      thereof; the validity of the assignment of any Collateral to the Trust or of
      any
      intervening assignment; the completeness of any Collateral; the performance
      or
      enforcement of any Collateral; the compliance by the Depositor with any warranty
      or representation made under any Operative Agreements or in any related document
      or the accuracy of any such warranty or representation or any action of the
      Trust Administrator or the Indenture Trustee taken in the name of the Owner
      Trustee.

     

    Section
      6.08.                                Owner
      Trustee May Own Notes.  The Owner Trustee in its individual
      capacity may become an owner or pledgee of Notes and may deal with the
      Depositor, the Trust Administrator and the Indenture Trustee in banking
      transactions with the same rights as it would have if it were not Owner
      Trustee.

     

    Section
      6.09.                                Licenses.  The
      Depositor shall cause the Trust to use its best efforts to obtain and maintain
      the effectiveness of any licenses required in connection with this Agreement
      and
      the other Operative Agreements and the transactions contemplated hereby and
      thereby until such time as the Trust shall terminate in accordance with the
      terms hereof.  It shall be the duty of the Owner Trustee to cooperate
      with the Depositor with respect to such matters.

     

    Section
      6.10.                                Doing
      Business in Other Jurisdictions.  Notwithstanding anything
      contained herein to the contrary, neither the Bank nor the Owner Trustee shall
      be required to take any action in any jurisdiction other than in the State
      of
      Delaware if the taking of such action will (i) require the consent or approval
      or authorization or order of or the giving of notice to, or the registration
      with or the taking of any other action in respect of, any state or other
      governmental authority or agency of any jurisdiction other than the State of
      Delaware; (ii) result in any fee, tax or other governmental charge under the
      laws of any jurisdiction or any political subdivisions thereof in existence
      on
      the date hereof other than the State of Delaware becoming payable by the Bank
      or
      the Owner Trustee; or (iii) subject the Bank or the Owner Trustee to personal
      jurisdiction in any jurisdiction other than the State of Delaware for causes
      of
      action arising from acts unrelated to the consummation of the transactions
      by
      the Bank or the Owner Trustee, as the case may be, contemplated
      hereby.  The Owner Trustee shall be entitled to obtain advice of
      counsel (which advice shall be an expense of the Trust) to determine whether
      any
      action required to be taken pursuant to this Agreement results in the
      consequences described in clauses (i), (ii) and (iii) of the preceding
      sentence.  In the event that such counsel advises the Owner Trustee
      that such action will result in such consequences, the Owner Trustee will
      appoint a co-trustee pursuant to Section 9.05 hereof to proceed with such
      action.

     


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    Section
      6.11.                                Sarbanes-Oxley
      Act Certification.  Notwithstanding anything to the contrary
      herein or in any Operative Agreement, the Owner Trustee shall not be required
      to
      execute, deliver or certify on behalf of the Trust or any other Person any
      filings, certificates, affidavits or other instruments in connection with
      certifications required under the Sarbanes-Oxley Act of 2002.

     

    ARTICLE
      VII

    INDEMNIFICATION
      AND COMPENSATION

     

    Section
      7.01.                                Trust
      Expenses.  The Seller shall pay the organizational expenses of the
      Trust as they may arise or shall, upon the request of the Owner Trustee,
      promptly reimburse the Owner Trustee for any such expenses paid by the Owner
      Trustee in connection therewith.  The Seller shall also pay (or
      reimburse the Bank for) all reasonable expenses of the Owner Trustee hereunder,
      including, without limitation, the reasonable compensation, expenses and
      disbursements of such agents, representatives, experts and counsel as the Owner
      Trustee may employ in connection with the exercise and performance of its rights
      and duties under the Operative Agreements.

     

    Section
      7.02.                                Indemnification.  The
      Seller agrees to assume liability for, and indemnify the Bank and its
      successors, assigns, officers, directors, agents and servants, against and
      from,
      any and all liabilities, obligations, losses, damages, taxes, claims, actions,
      suits, costs, expenses and disbursements (including reasonable legal fees and
      expenses) of any kind and nature whatsoever (collectively, “Expenses”) which may
      be imposed on, incurred by or asserted at any time against the Bank (whether
      or
      not indemnified against by other parties) in any way relating to or arising
      out
      of this Agreement, any Operative Agreement, the Collateral, the administration
      of the Trust Estate or the action or inaction of the Owner Trustee hereunder,
      except only that the Seller shall not be required to indemnify the Bank for
      Expenses arising or resulting from any of the matters described in the third
      sentence of Section 6.01.  The indemnities contained in this Section
      7.02 shall survive the resignation or termination of the Owner Trustee or the
      termination of this Agreement.  In the event of any claim, action or
      proceeding for which indemnity will be sought pursuant to this Section, the
      Owner Trustee’s choice of legal counsel shall be subject to the approval of the
      Seller, which approval shall not be unreasonably withheld.

     

    Section
      7.03.                                Compensation.  The
      Bank shall receive as compensation for its services hereunder such fees as
      are
      set forth in the Fee Letter Agreement between the Bank and the
      Seller.

     

    Section
      7.04.                                Lien
      on Trust Estate.  The Bank shall have a lien on the Trust Estate
      for any compensation or indemnity due hereunder, such lien to be subject only
      to
      prior liens of the Indenture.  The Bank shall not bring any
      proceedings to foreclose on such lien if and to the extent the Trust Estate
      is
      subject to the lien of the Indenture.  Any amount paid to the Owner
      Trustee pursuant to this Article VII shall be deemed not to be part of the
      Trust
      Estate immediately after such payment.

     

    ARTICLE
      VIII

    TERMINATION
      OF AGREEMENT

     

    Section
      8.01.                                Termination
      of Agreement.

     


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    (a)           This
      Agreement (other than Article VII) shall terminate and the trusts created hereby
      shall dissolve and terminate and the Trust Estate shall, subject to the
      Indenture and Sections 4.01 and 7.04 and Section 3808 of the Delaware Trust
      Statute, be distributed to the Certificateholders, and this Agreement shall
      be
      of no further force or effect, upon the earlier of (i) the full payment of
      principal and interest due on all Classes of the Notes and all obligations
      under
      the Swap Agreement; and (ii) the sale or other final disposition by the
      Indenture Trustee or the Owner Trustee, as the case may be, of all the Trust
      Estate and the final distribution by the Indenture Trustee or the Owner Trustee,
      as the case may be, of all moneys or other property or proceeds of the Trust
      Estate in accordance with the terms of the Indenture, the Transfer and Servicing
      Agreement and Section 4.02.  The bankruptcy, liquidation or
      dissolution of any Certificateholder shall not operate to terminate this
      Agreement, nor entitle such Certificateholder’s legal representatives to claim
      an accounting or to take any action or proceeding in any court for a partition
      or winding up of the Trust Estate, nor otherwise affect the rights, obligations
      and liabilities of the parties hereto.

     

    (b)           Except
      as provided in Section 8.01(a), none of the Depositor or any Certificateholder
      shall be entitled to revoke or terminate the Trust established
      hereunder.

     

    (c)           Notice
      of any termination of the Trust, specifying the Payment Date upon which
      Certificateholders shall surrender their Certificates to the Certificate Paying
      Agent for payment of the final distribution and cancellation, shall be given
      by
      the Certificate Paying Agent by letter to the Certificateholders, the Swap
      Counterparty and the Rating Agencies mailed within five Business Days of receipt
      of notice of the final payment on the Notes pursuant to the Transfer and
      Servicing Agreement, stating (i) the Payment Date upon or with respect to which
      final payment of the Certificates shall be made upon presentation and surrender
      of the Certificates at the office of the Certificate Paying Agent therein
      designated, (ii) the amount of any such final payment and (iii) that the Record
      Date otherwise applicable to such Payment Date is not applicable, payments
      being
      made only upon presentation and surrender of the Certificates at the office
      of
      the Certificate Paying Agent therein specified.  The Certificate
      Paying Agent shall give such notice to the Owner Trustee and the Certificate
      Registrar at the time such notice is given to the
      Certificateholders.  Upon presentation and surrender of the
      Certificates, the Certificate Paying Agent shall cause to be distributed to
      the
      applicable Certificateholder amounts distributable on such Payment Date pursuant
      to Section 5.08 and Section 6.02 of the Transfer and Servicing
      Agreement.

     

    (d)           Upon
      the winding up of the Trust and its termination, the Owner Trustee shall upon
      the written request of the Depositor cause the Certificate of Trust to be
      cancelled by filing a certificate of cancellation with the Secretary of State
      in
      accordance with the provisions of Section 3810 of the Delaware Trust
      Statute.

     

    ARTICLE
      IX

    SUCCESSOR
      OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

     

    Section
      9.01.                                Eligibility
      Requirements for Owner Trustee.  The Owner Trustee shall at all
      times be a corporation satisfying the provisions of Section 3807(a) of the
      Delaware Trust Statute; authorized to exercise corporate powers; having a
      combined capital and surplus of at least $50,000,000 and subject to supervision
      or examination by Federal or state authorities; and

     


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    having
      (or having a parent which has) a short-term debt rating of at least “A-1” or the
      equivalent by, or which is otherwise acceptable to, the Rating
      Agencies.  If such corporation shall publish reports of condition at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purpose of this Section, the
      combined capital and surplus of such corporation shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of condition
      so published.  In case at any time the Owner Trustee shall cease to be
      eligible in accordance with the provisions of this Section, the Owner Trustee
      shall resign immediately in the manner and with the effect specified in Section
      9.02.

     

    Section
      9.02.                                Resignation
      or Removal of Owner Trustee.  The Owner Trustee may at any time
      resign and be discharged from the trusts hereby created by giving 30 days’ prior
      written notice thereof to the Depositor, the Swap Counterparty and the Indenture
      Trustee.  Upon receiving such notice of resignation, the Depositor
      shall promptly appoint a successor Owner Trustee by written instrument, in
      duplicate, one copy of which instrument shall be delivered to the resigning
      Owner Trustee and one copy to the successor Owner Trustee.  If no
      successor Owner Trustee shall have been so appointed and have accepted
      appointment within 30 days after the giving of such notice of resignation,
      the
      resigning Owner Trustee may petition any court of competent jurisdiction for
      the
      appointment of a successor Owner Trustee.

     

    If
      at any
      time the Owner Trustee shall cease to be eligible in accordance with the
      provisions of Section 9.01 and shall fail to resign after written request
      therefor by the Depositor, or if at any time the Owner Trustee shall be legally
      unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of
      the
      Owner Trustee or of its property shall be appointed, or any public officer
      shall
      take charge or control of the Owner Trustee or of its property or affairs for
      the purpose of rehabilitation, conservation or liquidation, then the Depositor
      may remove the Owner Trustee.  If the Depositor shall remove the Owner
      Trustee under the authority of the immediately preceding sentence, the Depositor
      shall promptly appoint a successor Owner Trustee by written instrument in
      duplicate, one copy of which instrument shall be delivered to the outgoing
      Owner
      Trustee so removed and one copy to the successor Owner Trustee and payment
      of
      all fees owed to the outgoing Owner Trustee.

     

    Any
      resignation or removal of the Owner Trustee and appointment of a successor
      Owner
      Trustee pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor Owner Trustee
      pursuant to Section 9.03 and payment of all fees and expenses owed to the
      outgoing Owner Trustee.  The Trust Administrator shall provide notice
      of such resignation or removal of the Owner Trustee to the Rating
      Agencies.

     

    Section
      9.03.                                Successor
      Owner Trustee.  Any successor Owner Trustee appointed pursuant to
      Section 9.02 shall execute, acknowledge and deliver to the Trust Administrator
      and to its predecessor Owner Trustee an instrument accepting such appointment
      under this Agreement, and thereupon the resignation or removal of the
      predecessor Owner Trustee shall become effective and such successor Owner
      Trustee without any further act, deed or conveyance, shall become fully vested
      with all the rights, powers, duties, and obligations of its predecessor under
      this Agreement, with like effect as if originally named as Owner
      Trustee.  The predecessor Owner Trustee shall upon payment of its fees
      and expenses deliver to the successor Owner Trustee all documents and statements
      and monies held by it under this Agreement; and the Trust Administrator and
      the
      predecessor Owner Trustee shall execute and deliver such

     


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    instruments
      and do such other things as may reasonably be required for fully and certainly
      vesting and confirming in the successor Owner Trustee all such rights, powers,
      duties, and obligations.

     

    No
      successor Owner Trustee shall accept appointment as provided in this Section
      unless at the time of such acceptance such successor Owner Trustee shall be
      eligible pursuant to Section 9.01.

     

    Upon
      acceptance of appointment by a successor Owner Trustee pursuant to this Section,
      the Trust Administrator shall mail notice of the successor of such Owner Trustee
      to all Certificateholders, the Indenture Trustee, the Noteholders, the Swap
      Counterparty and the Rating Agencies.  If the Trust Administrator
      fails to mail such notice within 10 days after acceptance of appointment by
      the
      successor Owner Trustee, the successor Owner Trustee shall cause such notice
      to
      be mailed at the expense of the Trust Administrator.

     

    Section
      9.04.                                Merger
      or Consolidation of Owner Trustee.  Any Person into which the
      Owner Trustee may be merged or converted or with which it may be consolidated
      or
      any Person resulting from any merger, conversion or consolidation to which
      the
      Owner Trustee shall be a party, or any Person succeeding to all or substantially
      all of the corporate trust business of the Owner Trustee, shall be the successor
      of the Owner Trustee hereunder, provided such Person shall be eligible
      pursuant to Section 9.01, without the execution or filing of any instrument
      or
      any further act on the part of any of the parties hereto, anything herein to
      the
      contrary notwithstanding.

     

    Section
      9.05.                                Appointment
      of Co-Trustee or Separate Trustee.  Notwithstanding any other
      provisions of this Agreement, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of the Trust Estate or any
      Collateral may at the time be located, and for the purpose of performing certain
      duties and obligations of the Owner Trustee with respect to the Trust and the
      Certificates under the Transfer and Servicing Agreement, the Owner Trustee
      shall
      have the power and shall execute and deliver all instruments to appoint one
      or
      more Persons approved by the Owner Trustee to act as co-trustee, jointly with
      the Owner Trustee, or separate trustee or separate trustees, of all or any
      part
      of the Trust Estate, and to vest in such Person, in such capacity, such title
      to
      the Trust, or any part thereof, and, subject to the other provisions of this
      Section, such powers, duties, obligations, rights and trusts as the Owner
      Trustee may consider necessary or desirable.  No co-trustee or
      separate trustee under this Agreement shall be required to meet the terms of
      eligibility as a successor trustee pursuant to Section 9.01 and no notice of
      the
      appointment of any co-trustee or separate trustee shall be required pursuant
      to
      Section 9.03.

     

    The
      Owner
      Trustee hereby appoints the Trust Administrator for the purpose of establishing
      and maintaining the Collection Account and making the distributions therefrom
      to
      the Persons entitled thereto pursuant to Section 5.08 and Section 6.02 of the
      Transfer and Servicing Agreement.

     

    Each
      separate trustee and co-trustee shall, to the extent permitted by law, be
      appointed and act subject to the following provision and
      conditions:

     


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


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

     

    (b)           no
      trustee under this Agreement shall be personally liable by reason of any act
      or
      omission of any other trustee under this Agreement; and

     

    (c)           the
      Trust Administrator and the Owner Trustee acting jointly may at any time accept
      the resignation of or remove any separate trustee or co-trustee.

     

    Any
      notice, request or other writing given to the Owner Trustee shall be deemed
      to
      have been given to the separate trustees and co-trustees, as if given to each
      of
      them.  Every instrument appointing any separate trustee or co-trustee,
      other than this Agreement, shall refer to this Agreement and to the conditions
      of this Article.  Each separate trustee and co-trustee, upon its
      acceptance of appointment, shall be vested with the estates specified in its
      instrument of appointment, either jointly with the Owner Trustee or separately,
      as may be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Owner
      Trustee.  Each such instrument shall be filed with the Owner Trustee
      and a copy thereof given to the Trust Administrator.

     

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

     

    ARTICLE
      X

    MISCELLANEOUS

     

    Section
      10.01.                                Supplements
      and Amendments.  This Agreement may be amended by the Depositor,
      the Trust Administrator and the Owner Trustee, with the consent of each
      Certificateholder 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 the Swap Agreement
      is in effect) and with prior written notice to the Rating Agencies, but without
      the consent of any of the Noteholders or the Indenture Trustee, to cure any
      ambiguity, to correct or supplement any provisions in this Agreement or for
      the
      purpose of adding any provisions to or changing in any manner or eliminating
      any
      of the provisions in this Agreement or of modifying in any manner the rights
      of
      the Noteholders or each Certificateholder; provided, however,
      that such action shall not, as evidenced by an Opinion of

     


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    Counsel,
      adversely affect in any material respect the interests of any Noteholder or
      Certificateholder or adversely affect the tax status of the Trust.  An
      amendment shall not be deemed to adversely affect in any material respect the
      interests of any Noteholder or Certificateholder and no opinion referred to
      in
      the preceding proviso shall be required to be delivered if the Person requesting
      the amendment obtains a letter from each Rating Agencies stating that the
      amendment would not result in the downgrading or withdrawal of the respective
      ratings then assigned to each applicable Class of Notes and
      Certificates.  Notwithstanding the preceding sentence, an opinion
      shall be required with respect to tax matters as set forth in this
      paragraph.

     

    This
      Agreement may also be amended from time to time by the Depositor, the Trust
      Administrator and the Owner Trustee, with the prior written consent of the
      Rating Agencies and with the prior written consent of the Indenture Trustee,
      the
      holders of Notes evidencing more than 66 2/3 % of the Outstanding Balance of
      the
      Notes, the consent of each Certificateholder 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 the Swap Agreement is in effect), 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 any
      Certificateholder; provided, however, that no such amendment
      shall, as evidenced by an Opinion of Counsel, adversely affect the tax status
      of
      the Trust; and provided, further, that no such amendment shall
      (a) increase or reduce in any manner the amount of, or accelerate or delay
      the
      timing of, collections of payments on the Collateral or payments that shall
      be
      required to be made for the benefit of the Noteholders or any Certificateholder
      or (b) reduce the aforesaid percentage of the Outstanding Balance of the Notes
      required to consent to or to waive the requirement for any Certificateholder
      to
      consent to any such amendment, in either case of clause (a) or (b) without
      the
      consent of the holders of all the outstanding Notes and each
      Certificateholder.

     

    Notwithstanding
      the foregoing, no provision of Sections 2.03 or 5.06 hereof may be amended
      in
      any manner unless (i) 100% of the Outstanding Balance of the Noteholders have
      consented in writing thereto, (ii) the Rating Agencies have consent in writing
      thereto or (iii) the Notes have been paid in full and the Indenture has been
      discharged.

     

    Promptly
      after the execution of any such amendment or consent, the Trust Administrator
      shall furnish written notification of the substance of such amendment or consent
      to each Certificateholder, the Indenture Trustee and the Rating
      Agencies.

     

    It
      shall
      not be necessary for the consent of the Certificateholders, the Noteholders
      or
      the Indenture Trustee pursuant to this Section 10.01 to approve the particular
      form of any proposed amendment or consent, but it shall be sufficient if such
      consent shall approve the substance thereof.  The manner of obtaining
      such consents (and any other consents of the Certificateholders provided for
      in
      this Agreement or in any other Operative Agreement) and of evidencing the
      authorization of the execution thereof by the Certificateholders shall be
      subject to such reasonable requirements as the Owner Trustee may
      prescribe.

     

    Promptly
      after the execution of any amendment to the Certificate of Trust, the Owner
      Trustee shall cause the filing of such amendment with the Secretary of
      State.

     


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    Prior
      to
      the execution of any amendment to this Agreement or the Certificate of Trust,
      the Owner Trustee and the Trust Administrator shall be entitled to receive
      and
      rely upon an Opinion of Counsel, at the expense of the Trust, stating that
      the
      execution of such amendment is authorized or permitted by this
      Agreement.  Neither the Owner Trustee nor the Trust Administrator
      shall be obligated to enter into any such amendment which affects the Owner
      Trustee’s or Trust Administrator’s own rights, duties or immunities under this
      Agreement or otherwise.

     

    Section
      10.02.                                No
      Legal Title to Trust Estate in Certificateholders.  The
      Certificateholders shall not have legal title to any part of the Trust Estate
      and shall only be entitled to receive distributions with respect to their
      respective undivided beneficial interest therein pursuant to Section 4.02 once
      all amounts then owing with respect to the Notes have been paid in accordance
      with the Indenture.  No transfer, by operation of law of any right,
      title and interest of any Certificateholder in and to its undivided beneficial
      interest in the Trust Estate or hereunder shall operate to terminate this
      Agreement or the trusts hereunder or entitle any successor transferee to an
      accounting or to the transfer to it of legal title to any part of the Trust
      Estate.

     

    Section
      10.03.                                Pledge
      of Collateral by Owner Trustee is Binding.  The pledge of the
      Collateral to the Indenture Trustee by the Trust made under the Indenture and
      pursuant to the terms of this Agreement shall bind each Certificateholder and
      shall be effective to transfer or convey the rights of the Trust and each
      Certificateholder in and to such Collateral to the extent set forth in the
      Indenture.  No purchaser or other grantee shall be required to inquire
      as to the authorization, necessity, expediency or regularity of such pledge
      or
      as to the application of any proceeds with respect thereto by the Owner
      Trustee.

     

    Section
      10.04.                                Limitations
      on Rights of Others.  Nothing in this Agreement, whether express
      or implied (except for Section 7.04), shall be construed to give to any Person
      other than the Owner Trustee and the Certificateholders any legal or equitable
      right in the Trust Estate or under or in respect of this Agreement or any
      covenants, conditions or provisions contained herein.

     

    Section
      10.05.                                Notices.  Unless
      otherwise expressly specified or permitted by the terms hereof, all notices
      shall be in writing and delivered by hand, by courier or mailed by certified
      mail, postage prepaid, (a) if to the Owner Trustee or the Trust, addressed
      to it
      at the Corporate Trust Office of the Owner Trustee or to such other address
      as
      the Owner Trustee may have set forth in a written notice to the
      Certificateholders and the Depositor addressed to it at the address set forth
      for such Certificateholders in the Certificate Register; (b) if to the Trust
      Administrator, addressed to it at the Corporate Trust Office of the Trust
      Administrator; and (c) if to the Depositor, SunTrust Mortgage Securitization,
      LLC, [901 Semmes Avenue, Richmond, Virginia 23224].  Whenever any
      notice in writing is required to be given by the Owner Trustee or the Trust
      Administrator, such notice shall be deemed given and such requirement satisfied
      if such notice is mailed by certified mail, postage prepaid, addressed as
      provided above.

     

    Section
      10.06.                                Severability.  Any
      provision of this Agreement which is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any

     


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    such
      prohibition or unenforceability in any jurisdiction shall not invalidate or
      render unenforceable such provision in any other jurisdiction.

     

    Section
      10.07.                                Separate
      Counterparts.  This Agreement may be executed by the parties
      hereto in separate counterparts, each of which when so executed and delivered
      shall be an original, but all such counterparts shall together constitute but
      one and the same instrument.

     

    Section
      10.08.                                Successors
      and Assigns.  All representations, warranties, covenants and
      agreements contained herein shall be binding upon, and inure to the benefit
      of,
      the Owner Trustee and its successors and assigns and the Swap Counterparty,
      the
      Depositor and each Certificateholder and its respective successors, all as
      herein provided.  Any request, notice, direction, consent, waiver or
      other instrument or action by any Certificateholder shall bind the successors
      of
      each such Certificateholder.  Notwithstanding anything to the contrary
      herein, the Swap Counterparty is an express third party beneficiary of this
      Agreement.

     

    Section
      10.09.                                Headings.  The
      headings of the various Articles and Sections herein are for convenience of
      reference only and shall not define or limit any of the terms or provisions
      hereof.

     

    Section
      10.10.                                Governing
      Law.  THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND
      CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT
      REFERENCE TO THE CONFLICT OF LAWS PROVISIONS THEREOF, INCLUDING ALL MATTERS
      OF
      CONSTRUCTION, VALIDITY AND PERFORMANCE, AND THE OBLIGATIONS, RIGHTS AND REMEDIES
      OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS.

     

    Section
      10.11.                                No
      Petition.

     

    (a)           The
      Owner Trustee and the Trust Administrator, by entering into this Agreement,
      each
      Certificateholder, by accepting the Certificates, and the Indenture Trustee
      and
      each Noteholder, by accepting the benefits of this Agreement, hereby covenant
      and agree that they will not at any time institute against the Depositor or
      the
      Trust, or join in any institution against the Depositor or the Trust of, any
      bankruptcy under any United States federal or state bankruptcy or similar law
      in
      connection with any obligations relating to the Certificates, the Notes, this
      Agreement or any of the other Operative Agreements.

     

    (b)           The
      Depositor shall not be liable for the default or misconduct of the Trust
      Administrator, the Owner Trustee, the Indenture Trustee or the Certificate
      Paying Agent under any of the Operative Agreements or otherwise and the
      Depositor shall have no obligation or liability to perform the obligations
      of
      the Trust under this Agreement or the Operative Agreements that are required
      to
      be performed by the Trust Administrator under the Transfer and Servicing
      Agreement or the Indenture Trustee under the Indenture.

     

    Section
      10.12.                                No
      Recourse.  Each Certificateholder by accepting a Certificate
      acknowledges that such Certificateholder’s Certificate represents a beneficial
      interest in the Trust only and does not represent an interest in or an
      obligation of the Depositor, the Trust Administrator, the Owner Trustee, any
      co-trustee, the Bank or any Affiliate thereof (other than

     


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    the
      Trust) and no recourse may be had against such parties or their assets, except
      as may be expressly set forth or contemplated in this Agreement, the
      Certificates or the other Operative Agreements.

     

    Section
      10.13.                                Customer
      Identification.  The Depositor’s legal name, principal place of
      business, local office or other physical location street address is SunTrust
      Mortgage Securitization, LLC, [901 Semmes Avenue, Richmond, Virginia 23224],
      and
      its government issued identification number is [__________].  The
      Seller’s legal name, principal place of business, local office or other physical
      location street address is STB Real Estate (Georgia), Inc., [901 Semmes Avenue,
      Richmond, Virginia 23224,] and its government issued identification number
      is
      [__________].  In connection with any federal, state or local laws
      requiring financial institutions to obtain, verify and record information that
      identifies each person or entity who opens an account, the Owner Trustee may
      request, and the Seller and the Depositor agree to promptly provide to the
      Owner
      Trustee, copies of documentation which substantiates the identity of the
      Depositor or the Seller, as applicable.  Such documentation may
      include, but is not limited to, financial statements, government licenses,
      certified copies of formation documents or identification documentation of
      principals claiming to represent such party.

     

    ARTICLE
      XI

    OFFICERS

     

    Section
      11.01.                                Appointment
      of Officers.  The Trust may have one or more Officers who are
      hereby empowered to take and are responsible for performing all ministerial
      duties on behalf of the Trust pursuant to this Agreement and the other Operative
      Agreements, including, without limitation, the execution of the Officers’
Certificate (as defined in the Indenture), the Trust Order (as defined in the
      Indenture), the Trust Request (as defined in the Indenture), the annual
      compliance report required under Section 3.09 of the Indenture, and any annual
      reports, documents and other reports which the Trust is required to file with
      the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the
      Securities Exchange Act of 1934, as amended.  Each of the Chairman of
      the Board, the Chief Executive Officer, the President, each Senior Vice
      President and each Vice President of the Depositor is hereby appointed as an
      Officer of the Trust.  The Depositor shall promptly deliver to the
      Owner Trustee and the Indenture Trustee a list of its officers who shall become
      the Officers of the Trust pursuant to this Section 11.01.

     

    Section
      11.02.                                Officers
      to Provide Information to the Owner Trustee.  It shall be the duty
      of each Officer to keep the Owner Trustee reasonably and promptly informed
      as to
      material events relating to the Trust, including, without limitation, all claims
      pending or threatened against the Trust, the purchase and sale of any material
      portion of the Trust Estate and the execution by such Officer on behalf of
      the
      Trust of any material agreements or instruments.

     

    


     


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


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

     

    
      	 	
              SUNTRUST
                MORTGAGE SECURITIZATION

            
	 	
              LLC,

            
	 	
              as
                Depositor

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	 	 
	 	
              [_____________________________________________________________________________],

            
	 	
              not
                in its individual capacity but solely as

            
	 	
              Owner
                Trustee

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 
	 	 	 
	 	
              [____________________________________________________________________________],

            
	 	
              not
                in its individual capacity but solely as Trust

            
	 	
              Administrator

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            
	 	 	 


    

    


    Acknowledged
      and Agreed, solely

    for
      purposes of Sections 2.11, 7.01, 7.02 and 10.13:

    


    SUNTRUST
      MORTGAGE, INC.

    


    


    By:   __________________________________                                                             

            Name:

            Title:

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

     

    FORM
      OF
      CERTIFICATES

     

    THIS
      OWNERSHIP CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY
      STATE.  THIS OWNERSHIP CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY
      OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE HOLDER
      HEREOF ONLY TO (A) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A
      UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND APPLICABLE
      STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS
      OF
      THE ACT PURSUANT TO RULE 144A OR (B) AN “ACCREDITED INVESTOR” WITHIN THE MEANING
      OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501 UNDER THE ACT THAT IS
      ACQUIRING THE OWNERSHIP CERTIFICATE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT
      OF
      SUCH AN INSTITUTIONAL “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT
      WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
      VIOLATION OF THE ACT.  NO PERSON IS OBLIGATED TO REGISTER THIS
      OWNERSHIP CERTIFICATE UNDER THE ACT OR ANY STATE SECURITIES LAWS.

     

    THIS
      CERTIFICATE MAY NOT BE ACQUIRED BY A TRANSFEREE FOR, OR ON BEHALF OF, AN
      EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT THAT IS SUBJECT TO SECTION
      406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”) OR ANY SUBSTANTIALLY SIMILAR LAW, OR ANY ENTITY DEEMED TO HOLD THE PLAN
      ASSETS OF THE FOREGOING.  EACH INVESTOR IN THIS CERTIFICATE WILL BE
      DEEMED TO MAKE THE FOREGOING REPRESENTATIONS AND WILL FURTHER BE DEEMED TO
      REPRESENT, WARRANT AND COVENANT THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE
      TRANSFER THIS CERTIFICATE IN VIOLATION OF THE FOREGOING.

     

    THIS
      OWNERSHIP CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
      DEPOSITOR, THE MASTER SERVICER, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE, THE
      TRUST ADMINISTRATOR OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS EXPRESSLY
      PROVIDED IN THE TRUST AGREEMENT OR THE OTHER OPERATIVE AGREEMENTS.

     

    THIS
      OWNERSHIP CERTIFICATE IS SUBORDINATE IN RIGHT OF PAYMENT AS DESCRIBED IN THE
      TRANSFER AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS OWNERSHIP CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE
      REGISTRAR SHALL HAVE RECEIVED AN AFFIDAVIT FROM THE PROPOSED TRANSFEREE IN
      WHICH
      THE PROPOSED TRANSFEREE DECLARES THAT IT IS EITHER (A)(i) A REAL ESTATE
      INVESTMENT TRUST (A “REIT”) WITHIN

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THE
      MEANING OF SECTIONS 856 AND 857 OF THE CODE, (ii) A QUALIFIED REIT SUBSIDIARY
      WITHIN THE MEANING OF SECTION 856(i) OF THE CODE OR (iii) AN ENTITY THAT IS
      DISREGARDED FOR UNITED STATES FEDERAL INCOME TAX PURPOSES THAT IS WHOLLY OWNED
      BY A REIT OR QUALIFIED REIT SUBSIDIARY OR (B) A LENDER OR REPURCHASE AGREEMENT
      COUNTERPARTY IN A REPURCHASE AGREEMENT OR SECURED LENDING TRANSACTION THAT
      QUALIFIES AS A BORROWING FOR FEDERAL INCOME TAX PURPOSES.  MOREOVER,
      ANY ATTEMPTED TRANSFER OF THIS OWNERSHIP CERTIFICATE TO A PERSON OTHER THAN
      A
      PERMITTED TRANSFEREE SHALL BE VOID AB INITIO AND THE PURPORTED
      TRANSFEREE SHALL ACQUIRE NO RIGHTS IN THIS OWNERSHIP CERTIFICATE.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


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

     

    


    Certificate
      No.
      1                                                                                                Percentage
      Interest:  100%

     

    First
      Payment Date:  [____________________________], 200[ ]

     

    Evidencing
      a fractional undivided equity interest in the Trust Estate, the property of
      which consists primarily of the Collateral in SunTrust [__________] Trust,
      Series 200[ ]-[__] (the “Trust”), a Delaware statutory trust formed by SunTrust
      Mortgage Securitization, LLC, a Delaware limited liability company, as depositor
      (the “Depositor”), pursuant to the Agreement referred to below.

     

    This
      certifies that [__________] is the registered owner of the Percentage Interest
      referred to above.

     

    The
      Trust
      was created pursuant to a Trust Agreement (the “Agreement”) dated as of
      [____________], 200[ ], between the Depositor and [____________________], as
      owner trustee (the “Owner Trustee,” which term includes any successor entity
      under the Agreement), as amended and restated as of [____________], 200[ ],
      among the Depositor, the Owner Trustee and [__________________________], as
      trust administrator (the “Trust Administrator”), a summary of certain of the
      pertinent provisions of which is set forth hereinafter.  This
      Ownership Certificate is issued under and is subject to the terms, provisions
      and conditions of the Agreement, to which Agreement the Holder of this Ownership
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound, and the Transfer and Servicing Agreement dated as of [______________],
      200[ ] (as amended or supplemented from time to time, the “Transfer and
      Servicing Agreement”), by and among the Trust, the Depositor,
      [_______________________________], as trust administrator (in such capacity,
      the
“Trust Administrator”) and master servicer (in such capacity, the “Master
      Servicer”), SunTrust Mortgage, Inc., as servicer, [___________________], as
      subservicer, STB Real Estate (Georgia), Inc., as seller, and
      [__________________], as indenture trustee (the “Indenture
      Trustee”).  Distributions on this Ownership Certificate shall be made
      by the Trust Administrator, in its capacity as Certificate Paying Agent under
      the Agreement and the Transfer and Servicing Agreement.

     

    This
      Ownership Certificate is issued under the Agreement to which reference is hereby
      made for a statement of the respective rights thereunder of the Depositor,
      the
      Owner Trustee and the Holder of the Ownership Certificate and the terms upon
      which the Ownership Certificate is executed and delivered.  All terms
      used in this Ownership Certificate which are defined in the Agreement shall
      have
      the meanings assigned to them in the Agreement.  The Trust Estate
      consists of the Collateral in the SunTrust [__________] Trust, Series
      200[__]-[__].  To the extent not otherwise defined herein, capitalized
      terms used herein have the meanings assigned to such terms in the Agreement
      or
      the Transfer and Servicing Agreement.  The rights of the Holder are
      subordinated to the rights of the Noteholders, as set forth in the Indenture
      dated as of [________________], 200[ ], among the Trust, Trust Administrator
      and
      the Indenture Trustee.

     

    There
      will be distributed on the 25th day of
      each month
      or, if such 25th day is
      not a
      Business Day, the next Business Day (each, a “Payment Date”), commencing in
      [________] 200[

     


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


    ],
      to the
      Holder at the close of business on the last Business Day of the month preceding
      the month of such Payment Date (the “Record Date”), the amount to be distributed
      to Holder on such Payment Date, all as described in the Transfer and Servicing
      Agreement.

     

    The
      Holder, by its acceptance of this Ownership Certificate, agrees that it will
      look solely to the funds on deposit in the Collection Account that have been
      released from the lien of the Indenture for payment hereunder and that neither
      the Owner Trustee, the Trust Administrator or the Certificate Paying Agent
      in
      their individual capacities nor the Depositor is personally liable to the Holder
      for any amount payable under this Ownership Certificate or the Agreement or,
      except as expressly provided in the Agreement, subject to any liability under
      the Agreement.

     

    The
      Holder acknowledges and agrees that its rights to receive distributions in
      respect of this Ownership Certificate are subordinated to the rights of the
      Noteholders as described in the Indenture.

     

    The
      Depositor and the Holder, by acceptance of an Ownership Certificate, agree
      to
      treat, and to take no action inconsistent with the treatment of, the Trust
      as a
      Qualified REIT Subsidiary for federal, and any applicable state and local income
      tax purposes.

     

    The
      Holder, by its acceptance of an Ownership Certificate, covenants and agrees
      that
      it will not at any time institute against the Depositor or the Trust, or join
      in
      any institution against the Depositor or the Trust of, any bankruptcy,
      reorganization, arrangement, insolvency or liquidation proceedings, or other
      proceedings under any United States federal or state bankruptcy or similar
      law
      in connection with any obligations relating to the Ownership Certificate, the
      Notes, the Agreement or any other of the Operative Agreements.

     

    Distributions
      on this Ownership Certificate will be made as provided in the Agreement by
      the
      Certificate Paying Agent by wire transfer or check mailed to the Holder without
      the presentation or surrender of this Ownership Certificate or the making of
      any
      notation hereon.  Except as otherwise provided in the Agreement and
      notwithstanding the above, the final distribution on this Ownership Certificate
      will be made after due notice by the Certificate Paying Agent of the pendency
      of
      such distribution and only upon presentation and surrender of this Ownership
      Certificate at the office or agency maintained by the Certificate Registrar
      for
      that purpose.

     

    Reference
      is hereby made to the further provisions of this Ownership Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    Unless
      the certificate of authentication hereon shall have been executed by an
      authorized officer of the Owner Trustee, or an authenticating agent by manual
      signature, this Ownership Certificate shall not entitle the Holder hereof to
      any
      benefit under the Agreement or be valid for any purpose.

     

    THIS
      OWNERSHIP CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
      STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND
      THE
      OBLIGATIONS, RIGHTS AND

     


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    REMEDIES
      OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its
      individual capacity, has caused this Ownership Certificate to be duly
      executed.

     

    
      	 	
              SUNTRUST
                [__________] TRUST, SERIES

            
	 	
              200[__]-[__]

            
	 	 
	 	
              By:

            	 _____________________________________________________________________],
	 	 	
              not
                in its individual capacity but solely as

            
	 	 	
              Owner
                Trustee

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Authorized
                Signatory

            
	 	 	 
	 	
              Dated:

            	 ___________________________


    

    


     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      the Ownership Certificate referred to in the within-mentioned Trust
      Agreement.

     

    
      	 	
              [_________________________________________________________________________________],

            
	 	
              not
                in its individual capacity but solely as Trust

            
	 	
              Administrator

            
	 	 	 
	 	
              By:

            	 
	 	 	
              Authorized
                Signatory

            
	 	 	 
	 	
              Dated:

            	 ____________________________


    


    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    


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

     

    OWNERSHIP
      CERTIFICATE

     

    The
      Ownership Certificate does not represent an obligation of, or an interest in,
      the Depositor, the Master Servicer, the Indenture Trustee, the Owner Trustee,
      the Trust Administrator or any Affiliates of any of them and no recourse may
      be
      had against any such parties or their assets, except as expressly set forth
      or
      contemplated herein or in the Agreement or the other Operative
      Agreements.  In addition, this Ownership Certificate is not guaranteed
      by any governmental agency or instrumentality and is limited in right of payment
      to certain collections and recoveries with respect to the Collateral, all as
      more specifically set forth herein.  A copy of the Agreement may be
      examined by any Certificateholder upon written request during normal business
      hours at the principal office of the Depositor and at such other places, if
      any,
      designated by the Depositor.

     

    The
      Agreement permits the amendment thereof as specified below, provided that any
      amendment be accompanied by an Opinion of Counsel to the effect that such
      amendment complies with the provisions of the Agreement and would not cause
      the
      Trust to be subject to an entity level tax.  If the purpose of the
      amendment is to correct any mistake, eliminate any inconsistency, cure any
      ambiguity or deal with any matter not covered, it shall not be necessary to
      obtain the consent of any Noteholder or the Indenture Trustee.  If the
      purpose of the amendment is to add or eliminate or change any provision of
      the
      Agreement, other than as specified in the preceding sentence, the amendment
      shall require the consent of the Holder, the consent of Noteholders evidencing
      more than 662/3% of the
      Outstanding Balance of the Notes and the Indenture Trustee; provided,
      however, that no such amendment shall, as evidenced by an Opinion of
      Counsel, adversely affect the tax status of the Trust; and provided,
      further, that no such amendment shall (a) increase or reduce in any manner
      the amount of, or accelerate or delay the timing of, collections of payments
      on
      the Collateral or distributions that shall be required to be made for the
      benefit of the Noteholders or the Holder or (b) reduce the aforesaid percentage
      of the Outstanding Balance of the Notes required to consent to or to waive
      the
      requirement for the Holder to consent to any such amendment, in either case
      of
      clause (a) or (b) without the consent of the holders of all the outstanding
      Notes and the Holder.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      including the limitations set forth in Section 3.03 thereof, the transfer of
      this Ownership Certificate is registerable in the Certificate Register upon
      surrender of this Ownership Certificate for registration of transfer at the
      offices or agencies of the Certificate Registrar, accompanied by a written
      instrument of transfer in form satisfactory to the Certificate Registrar duly
      executed by the Holder hereof or such Holder's attorney duly authorized in
      writing, and thereupon a new Ownership Certificate will be issued to the
      designated transferee.  The initial Certificate Registrar appointed
      under the Agreement is the Trust Administrator.

     

    Except
      as
      provided in the Agreement, the Ownership Certificate is issuable only in a
      minimum Percentage Interest of 100%.  No service charge will be made
      for any such registration of transfer or exchange, but the Owner Trustee or
      the
      Certificate Registrar may require payment of a sum sufficient to cover any
      tax
      or governmental charge payable in connection therewith or any expense incurred
      thereby.

     

    The
      Owner
      Trustee, the Certificate Paying Agent, the Trust Administrator, the Certificate
      Registrar and any agent of the Owner Trustee, the Certificate Paying Agent,
      the
      Trust

     


    
      
        
        

      

      
        A-7

        
          

        

      

      
        
        

      

    


    Administrator
      or the Certificate Registrar may treat the Holder as the owner hereof for all
      purposes, and none of the Owner Trustee, the Certificate Paying Agent, the
      Trust
      Administrator, the Certificate Registrar or any such agent shall be affected
      by
      any notice to the contrary.

     

    The
      obligations and responsibilities created by the Agreement and the Trust created
      thereby shall terminate upon the payment to Certificateholders of all amounts
      required to be paid to them pursuant to the Trust Agreement and the Transfer
      and
      Servicing Agreement and the disposition of all property held as part of the
      Trust Estate.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    


     


    
      
        
        

      

      
        A-8

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s) and assign(s) and transfer(s)
      unto

     

    ______________________________________________________________________________

     

    ______________________________________________________________________________

     

    (Please
      print or type name and address, including postal zip code, of assignee and
      social security number or employer identification number)

     

    ______________________________________________________________________________

     

    the
      within Certificate stating in the names of the undersigned in the Securities
      Register and does hereby irrevocably constitute and appoint

     

    ______________________________________________________________________________

     

    to
      transfer such Certificate in such Securities Register of the Trust.

     

    I
      [we]
      further direct the Securities Registrar to issue a new Certificate of the same
      Class of like principal to the above-named assignee and deliver such Certificate
      to the following address:

     

    ______________________________________________________________________________

     

    ______________________________________________________________________________

     

    


    
      	
              Dated:____________________

            	 	 
	 	 	
              Signature
                by or on behalf of Assignor

            
	 	 	 
	 	 	 
	
              Authorized
                Officer

            	 	
              Signature
                Guaranteed

            
	 	 	 
	 	 	 
	
              Name
                of Institution

            	 	
              NOTICE:
                The signature(s) of this assignment must

              correspond
                with the name(s) on the face of this

              Certificate
                without alteration or any change

              whatsoever.  The
                signature must be guaranteed by

              a
                participant in the Securities Transfer Agents

              Medallion
                Program, the New York Stock

              Exchange
                Medallion Signature Program or the

              Stock
                Exchanges Medallion Program.  Notarized

              or
                witnessed signatures are not acceptable as

              guaranteed
                signatures.

            


    

    



    
      
        
        

      

      
        A-9

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for the information of the Securities
      Registrar.  Distributions shall be made by wire transfer in
      immediately available funds to

     

    ______________________________________________________________________________

     

    for
      the
      account of
      ______________________________________________________________

     

    account
      number __________________ or, if mailed by check, to
      ________________________

     

    _____________________________________________________________________________.

     

    Applicable
      reports and statements should be mailed to
      ________________________________

     

    _____________________________________________________________________________.

     

    This
      information is provided by
      _____________________________________________

     

    the
      assignee named above, or ____________________________________ as its
      agent.

     

    


    


     

    


    


    



    
      
        
        

      

      
        A-10

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    [RESERVED]

     

    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

    FORM
      OF
      CERTIFICATE OF TRUST OF

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

     

    THIS
      Certificate of Trust of SunTrust [__________] Trust, Series 200[ ]-[__] (the
      “Trust”), is being duly executed and filed by the undersigned, as trustee, to
      form a statutory trust under the Delaware Statutory Trust Act (12 DEL. CODE,
      Sections 3801 et seq.) (the “Act”).

     

    1.           NAME.  The
      name of the statutory trust formed hereby is “SUNTRUST [__________] TRUST,
      SERIES 200[__]-[__].”

     

    2.           DELAWARE
      TRUSTEE.  The name and business address of the trustee of the Trust in
      the State of Delaware are [______________________________].

     

    3.           EFFECTIVE
      DATE.  This Certificate of Trust shall be effective upon
      filing.

     

    IN
      WITNESS WHEREOF, the undersigned, being the owner trustee of the Trust, has
      executed this Certificate of Trust in accordance with Section 3811(a) of the
      Act.

     

    
      	 	
              [__________________________________________],

            
	 	
              as
                Owner Trustee

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


                                                                                                                                                                                                          EXHIBIT
      D-1

     

    FORM
      OF
      RULE 144A INVESTMENT LETTER

     

    


                                                                                                                                                                                        
      _______________________

                                                                                                                                                                                                             
      Date

     

    [__________________________ ],

      as
      Certificate Registrar

    [__________________________ ]

    [__________________________  ]

    


    Attention:  Corporate
      Trust Department

    


    Re:           SunTrust
      [__________] Trust, Series 200[__]-[__]

    [Ownership
      Certificate]                                                                                     

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the SunTrust [__________] Trust, Series
      200[__]-[__] Ownership Certificate (the “Certificate”), we certify that (a) we
      understand that the Certificate has not been registered under the Securities
      Act
      of 1933, as amended (the “Act”), or any state securities laws and is being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws, (b) we have such knowledge and
      experience in financial and business matters that we are capable of evaluating
      the merits and risks of investment in the Certificate, (c) we have had the
      opportunity to ask questions of and receive answers from SunTrust Mortgage
      Securitization, LLC (the “Depositor”) concerning the purchase of the Certificate
      and all matters relating thereto or any additional information deemed necessary
      to our decision to purchase the Certificate, (d) we have not, nor has anyone
      acting on our behalf, offered, transferred, pledged, sold or otherwise disposed
      of the Certificate or any interest in the Certificate, or solicited any offer
      to
      buy, transfer, pledge or otherwise dispose of the Certificate or any interest
      in
      the Certificate from any person in any manner, or made any general solicitation
      by means of general advertising or in any other manner, or taken any other
      action that would constitute a distribution of the Certificate under the Act
      or
      that would render the disposition of the Certificate a violation of Section
      5 of
      the Act or any state securities laws or require registration pursuant thereto,
      and we will not act, or authorize any person to act, in such manner with respect
      to the Certificate and (e) we are a “qualified institutional buyer” as that term
      is defined in Rule 144A under the Act (“Rule 144A”).  We are aware
      that the sale to us is being made in reliance on Rule 144A.

     

    We
      are
      acquiring the Certificate for our own account or for resale pursuant to Rule
      144A and understand that such Certificate may be resold, pledged or transferred
      only (1) to a person reasonably believed to be a qualified institutional buyer
      that purchases for its own account or for the account of a qualified
      institutional buyer to whom notice is given that the resale, pledge
      or

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    transfer
      is being made in reliance on Rule 144A or (2) pursuant to another exemption
      from
      registration under the Act.

     

    In
      addition, we hereby certify that we are not an employee benefit plan or other
      retirement arrangement that is subject to Section 406 of the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the
      Internal Revenue Code of 1986, as amended (or to any other substantially similar
      law) or any entity acting on behalf of or deemed to hold the plan assets of
      the
      foregoing.

     

    We
      hereby
      acknowledge that under the terms of the Amended and Restated Trust Agreement
      among SunTrust Mortgage Securitization, LLC, as Depositor, [______________],
      as
      Owner Trustee, and [________________], as Trust Administrator, dated as of
      [______________], 200[ ], no transfer of the Certificate shall be permitted
      to
      be made to any person unless the Certificate Registrar has received a
      certificate from such transferee in the form hereof.

     

    We
      hereby
      indemnify the Depositor, Certificate Registrar and the Owner Trustee against
      any
      liability that may result to either of them if our transfer or other disposition
      of the Certificate (or any interest therein) is not exempt from the registration
      requirements of the Act and any applicable state securities laws or is not
      made
      in accordance with such federal and state laws.

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              [Name
                of Transferee]

               

               

            
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

     

     

     

     

     

    
 

    
      
        
        

      

      
        D-1-2

        
          

        

      

      
        
        

      

    


                                                                                                                                                                            EXHIBIT
      D-2

     

     

    FORM
      OF
      NON-RULE 144A INVESTMENT LETTER

     

    


     

                    _______________________

                                                                                                                                                                                                                                     
      Date

     

    [_______________________],

      as
      Certificate Registrar

    [_______________________]

    [_______________________ ]

    


    Attention:  Corporate
      Trust Department

     

    Re:           SunTrust
      [__________] Trust, Series 200[__]-[__]

    [Ownership
      Certificate]                                                                                                

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the SunTrust [__________] Trust, Series
      200[_]-[__] Ownership Certificate (the “Certificate”) we certify that (a) we
      understand that the Certificate has not been registered under the Securities
      Act
      of 1933, as amended (the “Act”), or any state securities laws and is being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws, (b) we are an “accredited investor,”
as defined in Rule 501(a)(1), (2), (3) or (7) under the Act, and have such
      knowledge and experience in financial and business matters that we are capable
      of evaluating the merits and risks of investment in the Certificate, (c) we
      have
      had the opportunity to ask questions of and receive answers from the Depositor
      concerning the purchase of the Certificate and all matters relating thereto
      or
      any additional information deemed necessary to our decision to purchase the
      Certificate, (d) we are acquiring the Certificate for investment for our own
      account and not with a view to any distribution of such Certificate (but without
      prejudice to our right at all times to sell or otherwise dispose of the
      Certificate in accordance with clause (f) below), (e) we have not offered or
      sold any Certificate to, or solicited offers to buy any Certificate from, any
      person, or otherwise approached or negotiated with any person with respect
      thereto, or taken any other action that would result in a violation of Section
      5
      of the Act or any state securities laws and (f) we will not sell, transfer
      or
      otherwise dispose of any Certificate unless (1) such sale, transfer or other
      disposition is made pursuant to an effective registration statement under the
      Act and in compliance with any relevant state securities laws or is exempt
      from
      such registration requirements and, if requested, we will at our expense provide
      an opinion of counsel satisfactory to the addressees of this certificate that
      such sale, transfer or other disposition may be made pursuant to an exemption
      from the Act, (2) the purchaser or transferee of such Certificate has executed
      and delivered to you a certificate to substantially the same effect as this
      certificate and (3) the purchaser or transferee has otherwise complied with
      any
      conditions for transfer set forth in the Amended and Restated Trust Agreement
      dated as of [_______________], 200[__], among

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SunTrust
      Mortgage Securitization, LLC, as Depositor,
      [_____________________________________________], as Owner Trustee, and
      [________________________], as Trust Administrator (the “Trust
      Agreement”).

     

    In
      addition, we hereby certify that we are not an employee benefit plan or other
      retirement arrangement subject to section 406 of the Employee Retirement Income
      Security Act of 1974, as amended (“ERISA”), or to Section 4975 of the Internal
      Revenue Code of 1986, as amended (or to any other substantially similar law)
      or
      any entity acting on behalf of or deemed to hold the plan assets of the
      foregoing.

     

    We
      hereby
      acknowledge that under the terms of the Trust Agreement, no transfer of the
      Certificate shall be permitted to be made to any person unless the Certificate
      Registrar has received a certificate from such transferee in the form
      hereof.

     

    We
      hereby
      indemnify the Owner Trustee, the Depositor and the Certificate Registrar against
      any liability that may result to either of them if our transfer or other
      disposition of the Certificate (or any interest therein) is not exempt from
      the
      registration requirements of the Act and any applicable state securities laws
      or
      is not made in accordance with such federal and state laws.

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              [Name
                of Transferee]

               

               

            
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


     


    
      
        
        

      

      
        D-2-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    [Name
      and
      Address of Owner Trustee]

    


    [Name
      and
      Address of Trust Administrator]

    


    Re:  SunTrust
      [__________] Trust, Series 200[ ]-[__]

     

    Ladies
      and Gentlemen:

     

    This
      representation and warranty is delivered pursuant to Section 3.03 of the Amended
      and Restated Trust Agreement dated as of [____________], 200[ ] (the
“Agreement”), among SunTrust Mortgage Securitization, LLC, as depositor (the
“Depositor”), [_____________], as owner trustee (the “Owner Trustee”), and
      [____________], as trust administrator (the “Trust Administrator”), in
      connection with the transfer by SunTrust [__________] Trust, Series 200[__]-[__]
      (the “Trust”) to the undersigned as beneficial owner (the “Beneficial Owner”) of
      a 100% Percentage Interest in the Ownership Certificate. Capitalized terms
      used
      but not defined in this document have the meanings ascribed to them in the
      Agreement.

     

    The
      Beneficial Owner hereby certifies that it has received a copy of the Agreement
      and that it understands the restrictions on transferability of the Ownership
      Certificate and the indemnity provisions set forth in Section 3.03 of the
      Agreement.  In connection with the transfer of the Ownership
      Certificate to the Beneficial Owner, the Beneficial Owner represents and
      warrants that:

     

    
      	
               

            	
              (1)

            	
              The
                Beneficial Owner either (i) qualifies for taxation as a real estate
                investment trust (a “REIT”) within the meaning of Sections 856 and 857 of
                the Internal Revenue Code of 1986, as amended (the “Code”), (ii) is a
                qualified REIT subsidiary within the meaning of Section 856(i) of
                the Code
                (a “Qualified REIT Subsidiary”), or (iii) is an entity that is disregarded
                for federal income tax purposes that is wholly owned by a REIT or
                a
                Qualified REIT Subsidiary.

            


    

     

    
      	
               

            	
              (2)

               

              (3)

            	
              The
                Beneficial Owner hereby agrees to be subject to the indemnification
                provisions set out in Section 3.03 of the Agreement.

               

              The Beneficial Owner  hereby agrees to
                be subject to the provisions governing events of default set out
                in the
                Indenture among the Trust, as Issuing Entity,

              [______________________________],
                as Trust
                Administrator, and [_______________], as Indenture Trustee, dated
                as of
                [________________], 200[ ].

            


    

     

    
      	
               

            	
              (4)

            	
              The
                Beneficial Owner will not transfer the Ownership Certificate to any
                person
                or entity (i) as to which the Purchaser has reason to believe does
                not
                satisfy the requirements set forth in the Agreement, and (ii) without
                obtaining from the prospective Purchaser and providing to the Certificate
                Registrar a written representation substantially in the form of Exhibit
                F
                to the Agreement.

            


    

     

    
      	
               

            	
              (5)

            	
              The
                Holder of the Ownership Certificate will not take any action or inaction
                that would cause the Trust to be subject to any United States federal
                income taxation.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              [SIGNATURE
                PAGE FOLLOWS]

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              [____________________________]

            
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F

     

    FORM
      OF
      REPRESENTATION AND WARRANTY REGARDING TRANSFEREE’S

    STATUS
      AS
      A REIT OR QUALIFIED REIT SUBSIDIARY

     

    This
      representation and warranty is delivered pursuant to Section 3.03 of the Trust
      Agreement dated as of [___________], 200[ ] (the “Agreement”), among SunTrust
      Mortgage Securitization, LLC, as depositor (the “Depositor”),
      [_____________________], as owner trustee (the “Owner Trustee”), and
      [____________], as trust administrator (the “Trust Administrator”), in
      connection with the transfer by [the [transferor] to the undersigned] as
      beneficial owner (the “Beneficial Owner”) of a 100% Percentage Interest in the
      Ownership Certificate.  Capitalized terms used but not defined in this
      document have the meanings ascribed to them in the Agreement.

     

    The
      Beneficial Owner hereby certifies that it has received a copy of the Agreement
      and that it understands the restrictions on transferability of the Ownership
      Certificate set forth in Section 3.03 of the Agreement and the indemnity
      provisions set forth in Section 7.02 of the Agreement.  In connection
      with the transfer of the Ownership Certificate to the Beneficial Owner, the
      Beneficial Owner represents and warrants that:

     

    
      	
               

            	
              (1)

            	
              The
                Beneficial Owner either (i) qualifies for taxation as a real estate
                investment trust (a “REIT”) within the meaning of Sections 856 and 857 of
                the Internal Revenue Code of 1986, as amended (the “Code”), (ii) is a
                qualified REIT subsidiary within the meaning of Section 856(i) of
                the Code
                (a “Qualified REIT Subsidiary”), or (iii) an entity that is disregarded
                for federal income tax purposes that is wholly owned by a REIT or
                a
                Qualified REIT Subsidiary.  Notwithstanding the foregoing, the
                Beneficial Owner may pledge or transfer the Ownership Certificate
                to a
                lender or repurchase agreement counterparty in a repurchase agreement
                or
                secured lending transaction that qualifies as a borrowing for federal
                income tax purposes.

            


    

     

    
      	
               

            	
              (2)

            	
              The
                Beneficial Owner hereby agrees to be subject to the indemnification
                provisions set out in Section 7.02 of the Agreement, and hereby warrants
                that the Beneficial Owner shall indemnify the Trust for any income
                tax
                imposed upon the Trust due to the Beneficial Owner’s failure to qualify as
                a REIT, a Qualified REIT Subsidiary, or an entity that is disregarded
                for
                federal income tax purposes that is wholly owned by a REIT or a Qualified
                REIT Subsidiary at any time at which such Beneficial Owner owns the
                Ownership Certificate.

            


    

     

    
      	
               

            	
              (3)

            	
              The
                Beneficial Owner hereby agrees to be subject to the provisions governing
                events of default set out in the Indenture among SunTrust [__________]
                Trust, Series 200[ ]-[__] (the “Trust”), as Issuing Entity, [__________],
                as trust administrator and [__________], as indenture trustee, dated
                as of
                [___________], 200[ ].

            


    

     

    
      	
               

            	
              (4)

            	
              The
                Beneficial Owner will not transfer the Ownership Certificate to any
                person
                or entity (i) as to which the Purchaser has reason to believe does
                not
                satisfy the

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    requirements
      set forth in the Agreement, and (ii) without obtaining from the prospective
      Purchaser and providing to the Certificate Registrar a written representation
      substantially in the form of this Exhibit F to the Agreement.

     

    
      	
               

            	
              (5)

            	
              The
                Holder of the Ownership Certificate will not take any action or inaction
                that would cause the Trust to be subject to any United States federal
                income taxation.

            


    

     

     

     

     

     

     

     

     

     

     

     

    
 

    
      	
               

            


    

    



    
      
        
        

      

      
        F-2