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EXECUTION
ASSIGNMENT, ASSUMPTION AND RECOGNITION
AGREEMENT
THIS
ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT made as of
the 1st day of September, 2007 (this “Assignment
Agreement”), is among SunTrust Mortgage, Inc., as
servicer and seller (“SunTrust” or the
“Servicer”), Deutsche Bank National Trust Company,
not in its individual capacity but solely as trustee on behalf
of STARM Mortgage Loan Trust 2007-4 (the
“Assignee”), and GS Mortgage Securities Corp., a
Delaware corporation, as assignor (the
“Assignor”), and is acknowledged by Wells Fargo
Bank, N.A. (“Wells Fargo”), as master servicer (in
such capacity, the “Master
Servicer”).
RECITALS
WHEREAS,
the Assignor and the Servicer have entered into a certain Sale
and Servicing Agreement dated as of September 1, 2007 (the
“Sale and Servicing Agreement”), pursuant to which
the Assignor has acquired the Mortgage Loans (as defined
below);
WHEREAS,
the Assignee has agreed on certain terms and conditions to
purchase from the Assignor the Mortgage Loans acquired by the
Assignor pursuant to the Sale and Servicing Agreement, which
Mortgage Loans are listed on the mortgage loan schedule
attached as
Exhibit 1 hereto
(the “AAR Mortgage Loan Schedule”); and
WHEREAS,
pursuant to a Master Servicing and Trust Agreement dated as of
September 1, 2007 (the “Trust Agreement”), among
the Assignor, as depositor, the Assignee, as trustee, SunTrust
Bank, as custodian (the “Custodian”), and Wells
Fargo, as securities administrator (in such capacity, the
“Securities Administrator”) and the Master
Servicer, the Assignor will transfer the Mortgage Loans to the
Assignee on behalf of the trust fund (the “Trust
Fund”), together with the Assignor’s rights under
the Sale and Servicing Agreement, to the extent relating to
the Mortgage Loans (other than the rights of the Assignor to
indemnification thereunder).
Notwithstanding
anything to the contrary in the Sale and Servicing Agreement,
in the event the Servicer is obligated to make an advance
pursuant to the Sale and Servicing Agreement, the aggregate
payment due shall be the minimum monthly payment due under the
mortgage note, net of servicing fees.
NOW
THEREFORE, in consideration of the mutual promises contained
herein and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
agree as follows:
1.
Assignment and Assumption .
1)
The
Assignor hereby assigns to the Assignee, as of the date hereof, all
of its right, title and interest in and to the Mortgage Loans and
the Sale and Servicing Agreement, to the extent relating to the
Mortgage Loans (other than the rights of the Assignor to
indemnification thereunder), and the Assignee hereby assumes all of
the Assignor’s rights and obligations under the Sale and
Servicing Agreement (including the representations and warranties
made in Section 3.2 and the obligations set forth in Section 3.3
therein), to the extent relating to the Mortgage Loans from and
after September 24, 2007, and the Servicer hereby acknowledges such
assignment and assumption and hereby agrees to the release of the
Assignor from any obligations under the Sale and Servicing
Agreement from and after September 24, 2007, to the extent relating
to the Mortgage Loans; provided, however, it is understood and
agreed upon by the parties hereto, that the Assignee shall not be
liable for any breach of any obligation, covenant, representation
or warranty of the Assignor, or be responsible for any
indemnification amounts owed by the Assignor, pursuant to the Sale
and Servicing Agreement arising prior to September 24, 2007. The
Assignor shall remain liable for its own actions and omissions
apart from those assumed by the Assignee.
(b)
The
Assignor represents and warrants to the Assignee that the
Assignor has not taken any action which would operate to
impair or encumber the Assignor’s ownership interest in
the Mortgage Loans since the date of the Sale and Servicing
Agreement.
(c)
The
Servicer and the Assignor shall have the right to amend,
modify or terminate the Sale and Servicing Agreement without
the joinder of the Assignee with respect to mortgage loans
serviced under such Sale and Servicing Agreement but not
conveyed to the Assignee hereunder; provided, however, that
such amendment, modification or termination shall not affect
or be binding on the Assignee.
2.
Accuracy of the Sale and Servicing Agreement
. The Servicer and the Assignor represent and warrant to the
Assignee that (i) attached hereto as
Exhibit 2 is
a true, accurate and complete copy of the Sale and Servicing
Agreement, (ii) the Sale and Servicing Agreement is in full force
and effect as of the date hereof, (iii) the Sale and Servicing
Agreement has not been amended or modified in any respect as to the
Mortgage Loans, and (iv) no notice of termination has been given to
the Servicer under the Sale and Servicing Agreement. The Servicer,
in its capacity as seller and servicer under the Sale and Servicing
Agreement, further represents and warrants that the representations
and warranties contained in Section 2.7 of the Sale and Servicing
Agreement are true and correct as of September 24,
2007.
3.
Recognition of Assignee; Recognition of Master Servicer;
Modifications .
2)
From
and after the date hereof, (i) the Assignor shall note the transfer
of the Mortgage Loans to the Assignee in its books and records,
(ii) the Assignor shall recognize the Assignee as the owner of the
Mortgage Loans and (iii) the Servicer shall, subject to clause (b)
below, service the Mortgage Loans for the benefit of the Assignee
pursuant to the Sale and Servicing Agreement, as modified hereby.
It is the intention of the Assignor, the Servicer and the Assignee
through the execution of this Assignment Agreement that the Sale
and Servicing Agreement shall be binding upon, and inure to the
benefit of, the Assignee and its successors and assigns as to the
Mortgage Loans.
(b)
The
Servicer further acknowledges that, from and after the date
hereof, it (and any of its successors under the Sale and
Servicing Agreement) will be subject to the supervision of the
Master Servicer (except that the Master Servicer shall not be
responsible for supervising the servicing of defaulted
Mortgage Loans and REO Properties) and that the Master
Servicer, acting on behalf of the Assignee as the owner of the
Mortgage Loans, shall have the same rights as were assigned by
the Assignor, in its capacity as the original purchaser under
the Sale and Servicing Agreement, assigned by the Assignor to
the Assignee, on behalf of the Trust Fund,
hereunder.
(c)
[Reserved]
(d)
All
reports, notices and other written information as to the
Mortgage Loans required to be delivered to the Assignee, as
the successor in interest to the Assignor under the Sale and
Servicing Agreement, shall also be delivered to the Master
Servicer at the address set forth in Section 8 hereof. All
remittances required to be made to the Assignee, as the
successor in interest to the Assignor under the Sale and
Servicing Agreement, shall be made instead to the Master
Servicer by wire transfer to the following
account:
Wells
Fargo Bank, N.A.
ABA#
121000248
For
credit to: SAS Clearing
Acct
#: 3970771416
FFC
to: STARM 2007-4 Acct# 53177300
Notwithstanding
anything to the contrary in the Sale and Servicing Agreement,
with respect to the Mortgage Loans, not later than the tenth
calendar day of each month (or if such tenth calendar day is
not a Business Day, the immediately succeeding Business Day),
the Servicer shall furnish to the Master Servicer (i)(a)
monthly loan data in a mutually agreed-upon format, (b)
default loan data in the format set forth in
Exhibit 3 and
Exhibit 4 hereto
and (c) information regarding the realized losses and gains in the
format set forth in
Exhibit 5 and
Exhibit 6 hereto,
in each case relating to the period ending on the last day of the
preceding calendar month, (ii) all such information required
pursuant to clause (i)(a) above on a magnetic tape, electronic
mail, or other similar media reasonably acceptable to the Master
Servicer, and (iii) all supporting documentation with respect to
the information required under the preceding
paragraph.
4.
Representations and Warranties of the Assignee
.
The Assignee hereby represents and warrants as
follows:
(a)
Authority .
The Assignee is duly and legally authorized to enter into this
Assignment Agreement and to perform its obligations hereunder and
under the Sale and Servicing Agreement.
(b)
Enforceability .
This Assignment Agreement has been duly authorized, executed and
delivered by the Assignee and (assuming due authorization,
execution and delivery thereof by each of the other parties hereto)
constitutes its legal, valid and binding obligation, enforceable in
accordance with its terms, except as such enforcement may be
limited by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors’ rights generally
and by general equitable principles (regardless of whether such
enforcement is considered in a proceeding in equity or at
law).
5.
Representations and Warranties of the Assignor
.
The Assignor hereby represents and warrants as
follows:
(a)
Organization .
The Assignor has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of
Delaware with full power and authority (corporate and other) to
enter into and perform its obligations under the Sale and Servicing
Agreement and this Assignment Agreement.
(b)
Enforceability .
This Assignment Agreement has been duly executed and delivered by
the Assignor, and, assuming due authorization, execution and
delivery by each of the other parties hereto, constitutes a legal,
valid, and binding agreement of the Assignor, enforceable against
it in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium, or other similar laws affecting
creditors’ rights generally and to general principles of
equity regardless of whether enforcement is sought in a proceeding
in equity or at law.
(c)
No Consent .
The execution, delivery and performance by the Assignor of this
Assignment Agreement and the consummation of the transactions
contemplated hereby do not require the consent or approval of, the
giving of notice to, the registration with, or the taking of any
other action in respect of, any state, federal or other
governmental authority or agency, except such as has been obtained,
given, effected or taken prior to the date hereof.
(d)
Authorization; No Breach .
The execution and delivery of this Assignment Agreement have been
duly authorized by all necessary corporate action on the part of
the Assignor; neither the execution and delivery by the Assignor of
this Assignment Agreement, nor the consummation by the Assignor of
the transactions herein contemplated, nor compliance by the
Assignor with the provisions hereof, will conflict with or result
in a breach of, or constitute a default under, any of the
provisions of the governing documents of the Assignor or any law,
governmental rule or regulation or any material judgment, decree or
order binding on the Assignor or any of its properties, or any of
the provisions of any material indenture, mortgage, deed of trust,
contract or other instrument to which the Assignor is a party or by
which it is bound.
(e)
Actions; Proceedings .
There are no actions, suits or proceedings pending or, to the
knowledge of the Assignor, threatened, before or by any court,
administrative agency, arbitrator or governmental body (A) with
respect to any of the transactions contemplated by this Assignment
Agreement or (B) with respect to any other matter that in the
judgment of the Assignor will be determined adversely to the
Assignor and will if determined adversely to the Assignor
materially adversely affect its ability to perform its obligations
under this Assignment Agreement.
6.
Continuing Effect .
Except as contemplated hereby, the Sale and Servicing Agreement
shall remain in full force and effect in accordance with its
respective terms.
7.
Governing Law .
THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS
5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW), AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
EACH
PARTY HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER,
OR IN CONNECTION WITH, THIS ASSIGNMENT AGREEMENT, OR ANY OTHER
DOCUMENTS AND INSTRUMENTS EXECUTED IN CONNECTION HEREWITH, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN), OR ACTIONS OF SUCH PARTY. THIS PROVISION IS
A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS
ASSIGNMENT AGREEMENT.
8.
Notices .
Any notices or other communications permitted or required hereunder
or under the Sale and Servicing Agreement shall be in writing and
shall be deemed conclusively to have been given if personally
delivered at or mailed by registered mail, postage prepaid, and
return receipt requested or transmitted by facsimile and confirmed
by a similar mailed writing, to:
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(a)
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in
the case of the Servicer,
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SunTrust
Mortgage, Inc.
1001
Semmes Avenue
Richmond,
Virginia 23224
Attention:
Annette Holman-Foreman
Telephone
(804) 291-0262
Facsimile:
(804) 291-0950
or
such address as may hereafter be furnished by the
Servicer;
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(b)
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in
the case of the Assignee,
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Deutsche
Bank National Trust Company
1761
East St. Andrew Place
Santa
Ana, CA 92705-4934
Attention:
STARM 2007-4
Facsimile:
(714) 247-6470
or
such other address as may hereafter be furnished by the
Assignee; and
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(c)
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in
the case of the Assignor,
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GS
Mortgage Securities Corp.
85
Broad Street
New
York, New York 10004
Attention:
Michelle Gill
Facsimile:
(212) 902-3000
or
such other address as may hereafter be furnished by the
Assignor, and
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(d)
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in
the case of the Master Servicer,
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Wells
Fargo Bank, N.A.
P.O.
Box 98
Columbia,
Maryland 21046
Attention:
Client Manager (STARM 2007-4)
(or
in the case of overnight deliveries,
9062
Old Annapolis Road
Columbia,
Maryland 21045
Attention:
Client Manager (STARM 2007-4))
Telephone:
(410) 884-2000
Facsimile:
(410) 715-2380
or
such other address as may hereafter be furnished by the Master
Servicer.
9.
Amendment to the Sale and Servicing Agreement
.
In connection with the transfer of the Mortgage Loans hereunder,
the Servicer agrees that, from and after the date hereof, each
Mortgage Loan transferred hereunder will be subject to the Sale and
Servicing Agreement, provided that, solely with respect to the
Mortgage Loans transferred hereunder, the following modifications
shall be made:
(a)
Section
12.2 (“Amendment”) of the Sale and Servicing
Agreement is hereby amended by replacing it with the
following:
This
Agreement may be amended from time to time by the Purchaser,
the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders (i) to cure any
ambiguity or mistake, (ii) to correct any defective provision
herein or to supplement any provision herein which may be
inconsistent with any other provision herein or in the
Prospectus Supplement, (iii) to add to the duties of the
Purchaser, the Company, the Trustee or the Master Servicer,
(iv) to add any other provisions with respect to matters or
questions arising hereunder, (v) to modify, alter, amend, add
to or rescind any of the terms or provisions contained in this
Agreement, or (vi) to appoint a special servicer pursuant to
Section 11.4 in this Agreement; provided that any action
pursuant to clause (iv), (v) or (vi) above shall not, as
evidenced by an Opinion of Counsel addressed to the Trustee
and Master Servicer (which Opinion of Counsel shall be an
expense of the party requesting the amendment), adversely
affect in any material respect the interests of any
Certificateholder; provided, however, that the amendment shall
not be deemed to adversely affect in any material respect the
interests of the Certificateholders if the Person requesting
the amendment obtains a letter from each Rating Agency stating
that the amendment would not result in the downgrading or
withdrawal of the respective ratings then assigned to the
Certificates; it being understood and agreed that any such
letter in and of itself will not represent a determination as
to the materiality of any such amendment and will represent a
determination only as to the credit issues affecting any such
rating. The Purchaser, the Company, the Trustee and the Master
Servicer also may at any time and from time to time amend this
Agreement without the consent of the Certificateholders to
modify, eliminate or add to any of its provisions to such
extent as shall be necessary or helpful to (i) maintain the
qualification of any REMIC created under this Agreement as a
REMIC under the Code, (ii) avoid or minimize the risk of the
imposition of any tax on any REMIC pursuant to the Code that
would be a claim at any time prior to the final redemption of
the Certificates or (iii) comply with any other requirements
of the Code, provided that the Trustee has been provided an
Opinion of Counsel addressed to the Trustee and the Master
Servicer, which opinion shall be an expense of the party
requesting such opinion but in any case shall not be an
expense of the Trustee, the Master Servicer or the Trust Fund,
to the effect that such action is necessary or helpful to, as
applicable, (i) maintain such qualification, (ii) avoid or
minimize the risk of the imposition of such a tax or (iii)
comply with any such requirements of the Code. In addition,
this Agreement may be amended from time to time by the
Purchaser, the Company, the Master Servicer and the Trustee
without the consent of the Certificateholders to comply with
the provisions of Regulation AB.
This
Agreement may also be amended from time to time by the
Purchaser, the Company, the Master Servicer and the Trustee,
and with the consent of the Holders of a Majority in Interest
of each Class of Certific
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